Dayforce (NYSE: DAY) in advanced talks on US$70 per share Thoma Bravo buyout
Rhea-AI Filing Summary
Dayforce, Inc. disclosed that it is in advanced discussions with private equity firm Thoma Bravo about a potential acquisition of the company for US$70 per share. This price would represent the cash consideration per Dayforce common share if a deal is agreed and completed. The company emphasized that there is no assurance an agreement will be reached, and the final price or terms of any transaction, if one occurs, may differ. The update was furnished via a Form 8-K alongside a press release dated August 20, 2025, to inform investors that negotiations are ongoing but not yet binding.
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Insights
Dayforce is in advanced, but not final, talks on a US$70 per share buyout by Thoma Bravo.
The company reports being in advanced discussions with Thoma Bravo on a potential acquisition at US$70 per share. This indicates serious engagement between the parties but stops short of announcing a signed merger agreement or definitive terms. Investors are being alerted that a transaction at this price level is under active consideration.
The disclosure clearly states there can be no assurances that an agreement will be reached or that any final deal would occur at US$70 per share or on similar terms. This means the outcome depends on continued negotiations and approvals that are not described here. The information is furnished under an 8-K item, reflecting its importance to shareholders without yet creating the obligations tied to filed financial statements.
Overall, the update is significant because it introduces a specific potential takeout price and counterparty, but the impact ultimately hinges on whether a definitive agreement is executed and later communicated in subsequent company filings.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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| Item 7.01. | Regulation FD Disclosure. |
On August 20, 2025, Dayforce, Inc. (the “Company”) issued a press release announcing that it is engaged in advanced discussions with Thoma Bravo regarding a potential acquisition of the Company by Thoma Bravo for US$70 per share. The Company further stated that there can be no assurances as to whether an agreement for a transaction will be reached or as to the price or terms of any such transaction.
The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated as of August 20, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 20, 2025
| DAYFORCE, INC. | ||||
| By: | /s/ William E. McDonald | |||
| Name: | William E. McDonald | |||
| Title: | Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary | |||
FAQ
What transaction is Dayforce (DAY) currently discussing with Thoma Bravo?
Dayforce, Inc. reported that it is engaged in advanced discussions with Thoma Bravo regarding a potential acquisition of the company.
What is the indicated potential acquisition price for Dayforce (DAY)?
The potential acquisition price under discussion is US$70 per share for Dayforce common stock.
Is the Dayforce and Thoma Bravo acquisition agreement finalized?
No. Dayforce stated there can be no assurances that an agreement for a transaction will be reached or that any deal will occur at the discussed price or terms.
How did Dayforce (DAY) communicate the potential Thoma Bravo transaction?
Dayforce issued a press release dated August 20, 2025 and furnished it on a Form 8-K under Item 7.01, including an exhibit of the press release.
Does the 8-K about Thoma Bravo affect Dayforce’s liability for filed financial information?
The company stated the information in this item is being furnished and not filed, so it is not subject to the liabilities of Section 18 of the Exchange Act or automatically incorporated into other filings.