Jamf Holding Corp. SEC Filings

Jamf Holding Corp. (JAMF) agreed to be acquired by affiliates of Francisco Partners via Jawbreaker Parent in an all-cash merger at $13.05 per share, after which Jamf will become a wholly owned subsidiary.

Closing is subject to a majority of outstanding shares voting in favor, HSR expiration and other customary conditions, and will not occur before November 27, 2025. The Merger Agreement includes termination rights with a $68,080,000 fee payable by Jamf in specified circumstances and a $136,170,000 fee payable by Parent in others. Parent’s financing includes an equity commitment of up to $1,141,158,556 and committed debt facilities consisting of a $1,150,000,000 term loan, a $150,000,000 delayed draw term loan and a $150,000,000 revolver.

Outstanding stock options will be cashed out for the in-the-money value, vested RSUs will receive cash at the per‑share price, and unvested RSUs convert into cash awards that vest on their existing schedules. Voting agreements were executed with certain Vista Equity Partners affiliates and two executives. The agreement terminates if not closed by July 28, 2026, subject to specified exceptions.

Jamf Holding Corp. entered into an Agreement and Plan of Merger with Jawbreaker Parent, Inc. and its wholly owned subsidiary, affiliates of Francisco Partners. Merger Sub will merge with and into Jamf, with Jamf surviving as a wholly owned subsidiary of Parent, subject to customary closing conditions, including shareholder approval.

The Company and Parent issued a joint press release announcing the agreement. The release also included enhanced guidance for the quarter ended September 30, 2025. Jamf cancelled its previously announced earnings call for that quarter and will issue results via press release on November 10, 2025. The press release is furnished as Exhibit 99.1.

The filing includes forward-looking statements highlighting risks such as the need for the required shareholder vote, potential regulatory approvals, possible termination scenarios, and transaction-related disruptions. A shareholder meeting will be announced, and Jamf intends to file preliminary and definitive proxy statements for the merger.

Jamf Holding Corp. reported a Form 4 showing CEO and Director John Strosahl sold 43,650 shares of common stock on 10/17/2025 at a weighted average price of $9.8766.

The filing states the sale was executed to cover tax withholding obligations from RSU vesting under the company’s mandatory sell-to-cover policy. Following the transaction, Strosahl directly beneficially owns 1,480,451 shares.

Jamf Holding Corp. (JAMF) reported an insider transaction by CIO Linh Lam. On 10/16/2025, Lam sold 3,210 shares of common stock at a weighted average price of $9.9513. The filing states the sale was to cover tax withholding obligations tied to RSU vesting under the company’s mandatory sell-to-cover policy. Following the transaction, Lam beneficially owned 250,308 shares directly.

Wellington Management and affiliated entities report beneficial ownership of 9,730,855 shares of Jamf Holding Corp., representing 7.38% of the outstanding common stock. The filing discloses no sole voting or dispositive power; instead the group reports shared voting power of 7,852,146 shares and shared dispositive power of 9,730,855, indicating these shares are held in client accounts under Wellington advisers.

The statement identifies the reporting entities — including Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP — and classifies them as holding companies and investment advisers. The filing also certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

Jamf Holding Corp. (NASDAQ: JAMF) filed a Form 8-K on 15 July 2025 announcing a strategic reinvestment plan (the "Plan") and furnishing an updated Q2 2025 outlook via Exhibit 99.1. While the detailed guidance figures are contained in the accompanying press release, the filing outlines material restructuring actions aimed at reducing operating costs and expanding margins.

Key elements of the Plan

• Workforce reduction: approximately 6.4 percent of full-time employees will be affected.
• Restructuring charges: Jamf expects one-time cash costs of $11.0 million–$12.5 million for severance, benefits, and related items.
• Timing: Majority of the charges will be recognized in Q3 2025, with execution "substantially complete" by the end of Q4 2025.
• Financial reporting: Management intends to exclude these charges from certain non-GAAP metrics.

The filing reiterates that actual expenses may differ from estimates due to local legal requirements and other uncertainties, and it contains the customary forward-looking statement disclaimer.

Investor takeaway: The restructuring signals management’s focus on profitability, but it entails short-term GAAP expense and workforce disruption. Absent the numerical guidance in Exhibit 99.1, the market will likely focus on the magnitude of cost savings versus the $11–$12.5 million charge and the 6.4 % head-count cut when assessing near-term earnings impact.

Jamf Holding Corp. (JAMF) Form 4 filing: Chief People Officer Michelle Bucaria disclosed two open-market sales executed under a pre-arranged Rule 10b5-1 plan adopted on 17 Mar 2025.

• 06 Jun 2025: 5,712 common shares sold at a weighted-average price of $9.5678.
• 17 Jun 2025: 15,393 common shares sold at a weighted-average price of $9.3715.

Following the transactions, Bucaria’s direct beneficial ownership declined from 278,578 to 257,473 shares—a reduction of roughly 7.6% of her holdings. No derivative security activity was reported. Because the sales were executed pursuant to a 10b5-1 plan, they are considered scheduled rather than opportunistic, but investors may still view insider selling as a modestly bearish signal.