The February Selloff Was a Gift. Here's Who's Collecting.
The same week software stocks shed $2 trillion in market cap, Thoma Bravo quietly closed a $12.3 billion take-private. Not announced, but closed. The market was panicking. Thoma Bravo was executing.
That contrast tells you everything you need to know about who wins when public markets lose their minds.
What Actually Happened in February
The catalyst was a one-two punch. Anthropic released new AI automation tools targeting legal, data, and financial workflows and almost simultaneously, OpenClaw, a viral open-source autonomous AI agent, went mainstream. OpenClaw doesn't just answer questions. It can act on instructions, interact with applications, and perform tasks without constant supervision, essentially functioning as an AI employee capable of automating the workflows that enterprise software has monetized for decades. Together, both developments handed investors a concrete, imaginable scenario: AI agents executing tasks, not buying software licenses.
The selloff was fast and indiscriminate. Software lost $2 trillion in market capitalization from its peak, reducing its weight in the S&P 500 from 12% to 8.4%, the largest non-recessionary 12-month drawdown in more than 30 years. Mission-critical platforms with enterprise-grade retention got hit alongside the genuinely vulnerable point solutions. The market didn't care. It sold everything with a SaaS logo.
PE firms cared very much.
How PE Reads a Panic That Public Markets Can't
Public market investors price on narrative momentum. When the narrative breaks, they sell first and ask questions later. Private equity firms with deep software expertise do the opposite. They use public market dislocations to accelerate acquisitions they were already planning at prices that suddenly look better.
There's another dynamic at work that most founders don't think about: pressure. As of mid-2025, S&P Global estimates that global PE dry powder sits near $2.5 trillion across strategies. In buyouts specifically, the stockpile is about $1.2 trillion, and roughly a quarter. Approximately 24% has been on the sidelines for 4+ years. That aging capital isn't patient capital. LPs expect managers to put money to work and realize returns. When public multiples compress and private deal benchmarks reprice alongside them, firms with aging dry powder don't hesitate. They accelerate.
Thoma Bravo managing partner Holden Spaht went on record February 11th, pushing back directly on the selloff's indiscriminate nature: "To think that all software is the same, they're missing the mark a bit. We think this could be a really exceptional buying opportunity."
That's not spin. Thoma Bravo manages more than $181 billion and holds over 75 portfolio companies, and its managing partner was telling Bloomberg publicly that its own portfolio companies are posting strong bookings growth and high margins while public software stocks were in freefall. That's a firm that knows the difference between durable software and disrupted software, and it's building an acquisition list around that difference.
The Dayforce close on February 4th was the opening act: $12.3 billion, all cash, and taking the human capital management platform private. Thoma Bravo had also already committed to taking Verint private for $2 billion the previous August. Two take-privates, nearly $15 billion committed, in a window when the rest of the market was treating "software" as a single, endangered species.
What "Exceptional Buying Opportunity" Means in Practice
When a firm with $181 billion under management calls something an exceptional buying opportunity, it isn't musing, it's foreshadowing deal flow. And the data confirms the broader pattern.
Industry research tracking nearly 2,700 SaaS transactions found that 2025 produced the highest annual SaaS M&A volume on record, up 28% over 2024, with private equity involved in nearly 58% of all deals. That was before the February selloff compressed public comps further, improving PE entry economics on any private deal benchmarked against public comparables.
The mechanics are straightforward: when public software multiples compress, the private mid-market deals that get anchored to those comps also reprice. Buyers with dry powder and conviction don't mourn that. They move.
Three Things Founders Should Do Right Now
If you run a durable, growing B2B software company, this market is not a warning, it's a window. But only if you're positioned to take advantage of it.
Know which side of the line you're on. The PE firms actively hunting right now are hunting for specific assets: mission-critical products with strong gross retention, embedded workflows, and predictable ARR. They are explicitly not interested in point solutions with narrow use cases that AI agents can plausibly replicate. If your product is deeply embedded and hard to rip out, this environment is your moment. If you've been asking yourself whether OpenClaw or a similar agent could replace what you do, buyers are asking the same question.
Don't wait for the public market to recover to start your process. The selloff has compressed public comps, but private market deal multiples for high-quality assets are more stable than headlines suggest. Buyers with aging dry powder are motivated to move. The window between "public markets overreacting" and "public markets correcting" is where the best private deals get done. That window is open right now.
Treat inbound interest with serious skepticism. When PE firms are actively hunting, founders start receiving calls. An inbound term sheet from a motivated buyer can feel like a win, but it almost never reflects what a competitive process would produce. Thoma Bravo calls Dayforce. That doesn't mean the first call Thoma Bravo makes to your company is their best offer.
Where PEAK Fits
At Peak Technology Partners, we work exclusively with founders. When market conditions shift the way they did in February, our job is to help founders understand which side of the line they're on, and then run the kind of disciplined, competitive process that converts a favorable market into a great outcome. Not a good one.
Bottom Line
Public markets panicked indiscriminately. PE firms with deep software expertise and aging dry powder used the chaos to sharpen their acquisition lists. If your company has durable retention, embedded workflows, and predictable revenue, the buyers who matter are not deterred by the selloff, they're energized by it. The question is whether you're ready to meet them with a process that matches their conviction.
Sources: Bloomberg (Thoma Bravo / Holden Spaht interview, February 11, 2026); GlobeNewswire (Thoma Bravo completes acquisition of Dayforce, February 4, 2026); J.P. Morgan / CNBC (software sector market cap analysis, February 2026); S&P Global Market Intelligence (global PE dry powder, mid-2025); industry research on 2025 SaaS M&A volume and PE deal share.