Mr. David Ossip reorts

DAYFORCE STOCKHOLDERS APPROVE ACQUISITION BY THOMA BRAVO

Dayforce Inc.'s stockholders approved the acquisition of Dayforce by Thoma Bravo at the special meeting of stockholders held today.

"This is an important milestone in our transaction with Thoma Bravo and we thank our stockholders for their support," said David Ossip, chair and chief executive officer of Dayforce. "Our partnership with Thoma Bravo will enable Dayforce to accelerate our business, deepen customer impact and continue to drive innovation."

At the special meeting, preliminary results showed that approximately 88.4 per cent of votes cast, representing 78.8 per cent of the voting power of Dayforce's outstanding voting stock as of the record date, voted in favour of the approval of the acquisition of the company by Thoma Bravo.

The final voting results on the proposals voted on at the special meeting will be set forth in Dayforce's Form 8-K filed with the U.S. Securities and Exchange Commission.

The closing of the transaction with Thoma Bravo remains subject to customary closing conditions and is expected to close in late 2025 or early 2026. Under the terms of the merger agreement with Thoma Bravo, Dayforce stockholders will receive $70 (U.S.) per share in cash for every share of Dayforce common stock owned.

About Dayforce Inc.

Dayforce makes work life better. Everything it does as a global leader in HCM (human capital management) technology is focused on enabling thousands of customers and millions of employees around the world do the work they are meant to do. With its single AI-powered (artificial intelligence) people platform for HR (human resources), pay, time, talent and analytics, organizations of all sizes and industries are benefiting from simplicity at scale with Dayforce to help unlock their full work force potential, operate with confidence and realize quantifiable value.

About Thoma Bravo

Thoma Bravo is one of the largest software-focused investors in the world, with approximately $181-billion in assets under management as of June 30, 2025. Through its private equity, growth equity and credit strategies, the firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging Thoma Bravo's deep sector knowledge and strategic and operational expertise, the firm collaborates with its portfolio companies to implement operating best practices and drive growth initiatives. Over the past 20-plus years, the firm has acquired or invested in approximately 535 companies, representing approximately $275-billion in enterprise value (including control and non-control investments). The firm has offices in Chicago, Dallas, London, Miami, New York and San Francisco.

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