Jamf (NASDAQ: JAMF) shareholders receive $13.05 cash in $2.2B buyout

Rhea-AI Filing Summary

Jamf Holding Corp. has completed its previously announced merger with Jawbreaker Merger Sub, an affiliate of Francisco Partners, and is now a wholly owned subsidiary of Jawbreaker Parent, Inc. Each outstanding Jamf common share was converted into the right to receive $13.05 in cash, valuing the transaction at about $2.2 billion.

Outstanding stock options and restricted stock units were cancelled and cashed out based on the same $13.05 per-share price, subject to applicable terms and taxes. Jamf’s 0.125% Convertible Senior Notes due 2026, with about $373.75 million principal outstanding before closing, can be converted into cash based on $13.05 per underlying share, or holders may require repurchase at 100% of principal plus accrued interest following this Fundamental Change.

Parent entered into a new senior secured term loan facility and repaid and terminated Jamf’s prior credit agreement. Jamf requested delisting of its common stock from NASDAQ and plans to terminate its SEC reporting. The pre‑merger board resigned, two new directors were appointed, and Jamf’s charter and bylaws were amended and restated.

Insights

M&A and capital structure analyst

Jamf is taken private in a $2.2 billion cash buyout with bondholder protections.

The company has been acquired by affiliates of Francisco Partners for a cash price of $13.05 per share, implying roughly $2.2 billion in equity value. Public shareholders are cashed out, and Jamf becomes a wholly owned, privately held subsidiary of Jawbreaker Parent, Inc.

Jamf’s $373.75 million of 0.125% Convertible Senior Notes due 2026 are now tied to cash-only economics. Holders can either convert based on the $13.05 per-share value or, around the Fundamental Change Repurchase Date of April 20, 2026, require repurchase at par plus accrued interest.

The buyer financed the deal with a mix of equity from Francisco Partners, proceeds from a new senior secured term loan facility, and Jamf’s cash. The prior credit agreement was repaid and terminated, and Jamf will delist from NASDAQ and intends to end Exchange Act reporting, consistent with its new private status.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2026

JAMF HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39399	82-3031543
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 Washington Ave S, Suite 900 Minneapolis, MN		55401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (612) 605-6625

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		JAMF		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Introduction

As previously reported, on October 28, 2025, Jamf Holding Corp., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jawbreaker Parent, Inc., a Delaware corporation (“Parent”), and Jawbreaker Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Francisco Partners Management, L.P. (“Francisco Partners”). Pursuant to the Merger Agreement, on January 30, 2026 (the “Closing Date”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share (“Common Stock”), of the Company that was issued and outstanding as of immediately prior to the Effective Time (other than any shares of Common Stock held by the Company as treasury stock, owned by Parent or any of its subsidiaries (including Merger Sub), or any shares of Common Stock as to which appraisal rights were properly exercised in accordance with the General Corporation Law of the State of Delaware (the “DGCL”)) was automatically cancelled, extinguished and converted into the right to receive cash in an amount equal to $13.05, without interest thereon (the “Per Share Price”).

At the Effective Time, each option to purchase shares of Common Stock that was outstanding as of immediately prior to the Effective Time (a “Company Option”) was automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the total number of shares of Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the exercise price per share of such Company Option.

At the Effective Time, each award of restricted stock units of the Company that had vested as of immediately prior to the Effective Time (a “Company RSU”) or that had vested in accordance with its terms as a result of the consummation of the transactions contemplated by the Merger Agreement (a “Vested Company RSU”) was automatically cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Common Stock subject to such Vested Company RSU as of immediately prior to the Effective Time.

At the Effective Time, each Company RSU that was outstanding as of immediately prior to the Effective Time that was not a Vested Company RSU (an “Unvested Company RSU”) was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Per Share Price and (ii) the total number of shares of Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time.

The foregoing descriptions of the Merger, the Merger Agreement and the transactions contemplated thereby is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2025 and is incorporated herein by reference.

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ITEM 1.01. Entry into a Material Definitive Agreement.

Supplemental Indenture

On the Closing Date, the Company, Jamf Software, LLC and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association, the “Convertible Notes Trustee”), entered into a First Supplemental Indenture (the “Supplemental Indenture”), dated as of January 30, 2026, which supplements the Indenture, dated as of September 17, 2021 (the “Base Indenture” and, as supplemented by the Supplemental Indenture, the “Indenture”), by and among the Company, Jamf Software, LLC and the Convertible Notes Trustee, governing the Company’s 0.125% Convertible Senior Notes due 2026 (the “Convertible Notes”), of which approximately $373.75 million aggregate principal amount was outstanding on January 29, 2026.

The Supplemental Indenture provides that each holder of outstanding Convertible Notes (a “Holder”) has the right to convert its Convertible Notes into $13.05 in cash in respect of each share of Common Stock into which the Convertible Notes would have otherwise been convertible in accordance with the applicable conversion rate under the Base Indenture.

In addition and in lieu of the conversion right described above, in connection with the Merger, on or around March 2, 2026, Holders will have the right, pursuant to Section 15.02 of the Base Indenture, at their option, to require the Company to repurchase their Convertible Notes at a future repurchase date, which is expected to be April 20, 2026 (“Fundamental Change Repurchase Date”), for a price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date.

As a result of the Merger, Holders who do not elect to require the Company to repurchase their Convertible Notes will maintain the right to convert their Convertible Notes at any time during the period that begins on the Effective Date and ends at 5:00 p.m. New York City time on the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date.

Senior Secured Credit Facilities

On January 30, 2026, Parent, the direct parent of the Company, entered into a new senior secured term loan facility.

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The foregoing descriptions of the Base Indenture and the Supplemental Indenture do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2021, and the Supplemental Indenture, which is included as Exhibit 4.2 hereto, and is incorporated into this Item 1.01 by reference.

ITEM 1.02. Termination of a Material Definitive Agreement.

In connection with entering into the new senior secured credit facilities, the existing credit agreement among Jamf Holdings, Inc., an indirect wholly owned subsidiary of the Company, and JPMorgan Chase Bank, N.A., dated as of May 3, 2024, was repaid in full and terminated.

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

As described in the Introduction of this Current Report on Form 8-K, on January 30, 2026, the Merger was completed pursuant to Section 251 of the DGCL and the Company became a wholly owned subsidiary of Parent. The total transaction value was approximately $2.2 billion. The funds used by Parent to consummate the Merger and complete the related transactions were sourced from a combination of (i) equity contributions from Francisco Partners or its affiliates, (ii) proceeds received in connection with the senior secured term loan facility and (iii) the available cash balance of the Company.

The description of the effects of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2025 and is incorporated herein by reference.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

ITEM 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in the Introduction and in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.

The consummation of the Merger constitutes a Fundamental Change and a Corporate Event under the Base Indenture (each as defined in the Base Indenture). The effective date of each such Fundamental Change and Corporate Event is January 30, 2026, the date of the consummation of the Merger. Accordingly, following the Merger, each Holder has the right to (i) convert its Convertible Notes into $13.05 in cash in respect of each share of Common Stock into which the Convertible Notes would have otherwise been convertible, or (ii) subsequently require that the Company repurchase such Holder’s Convertible Notes for cash at a repurchase price equal to the principal amount of such Convertible Notes plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date.

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ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introduction and Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Following the Effective Time, the Company notified representatives of The NASDAQ Stock Market LLC (“NASDAQ”) that the Merger had been consummated and, as a result, trading of the Common Stock on NASDAQ was halted prior to the opening of NASDAQ on the Closing Date. The Company requested NASDAQ to file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to effect the delisting of the Common Stock from NASDAQ and the deregistration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon effectiveness of the Form 25, the Company intends to file a Certification and Notice of Termination on Form 15 with the SEC suspending the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

ITEM 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introduction and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

ITEM 5.01. Changes in Control of Registrant.

The information set forth in the Introduction and under Items 2.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

In connection with the consummation of the Merger, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), each of David Breach, Michael Fosnaugh, Christina Lema, John Strosahl, Dean Hager, Martin Taylor, Andre Durand, Kevin Klausmeyer and Vina Leite resigned from his or her respective position as a member of the board of directors of the Company, and any committee thereof, effective immediately following the Effective Time. In accordance with the terms of the Merger Agreement, at the Effective Time, Jeff Lendino and Shawn Abbas became the initial directors of the surviving corporation, and such directors shall hold office in accordance with the certificate of incorporation and bylaws of the surviving corporation until their respective successors have been duly elected or appointed and qualified.

At the Effective Time, the officers of the Company immediately prior to the completion of the Merger became the officers of the surviving corporation, in each case, until their respective successor is duly elected or appointed and qualified or their earlier death, resignation or removal.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

At the Effective Time, (i) the Company’s certificate of incorporation was amended and restated in its entirety and (ii) the bylaws of Merger Sub became the bylaws of the Company, each in accordance with the terms of the Merger Agreement and the DGCL.

Copies of the Third Amended and Restated Certificate of Incorporation of the Company and the First Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

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ITEM 8.01. Other Events

On January 30, 2026, the Company issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1	Agreement and Plan of Merger, dated as of October 28, 2025, by and among Jamf Holding Corp., Jawbreaker Parent, Inc. and Jawbreaker Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of Jamf Holding Corp.’s Current Report on Form 8-K filed with the SEC on October 30, 2025)*
3.1	Third Amended and Restated Certificate of Incorporation of Jamf Holding Corp.
3.2	First Amended and Restated Bylaws of Jamf Holding Corp.
4.1	Indenture, dated as of September 17, 2021, by and among Jamf Holding Corp., Jamf Software, LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Jamf Holding Corp.’s Current Report on Form 8-K filed with the SEC on September 20, 2021)
4.2	First Supplemental Indenture, dated as of January 30, 2026, by and among Jamf Holding Corp., Jamf Software, LLC and U.S. Bank Trust Company, National Association
99.1	Press Release of Jamf Holding Corp., dated January 30, 2026
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

* Schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

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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.

	JAMF Holding Corp.
Date: February 2, 2026
	By:	/s/ Jeff Lendino
		Jeff Lendino
		Chief Legal Officer

FAQ

What happened to Jamf Holding Corp. (JAMF) in this transaction?

Jamf Holding Corp. completed a merger with Jawbreaker Merger Sub, becoming a wholly owned subsidiary of Jawbreaker Parent, Inc. Affiliates of Francisco Partners control the buyer. As a result, Jamf is transitioning from a public company to private ownership and changing its governance structure.

How much cash do Jamf (JAMF) shareholders receive per share in the merger?

Each outstanding share of Jamf common stock was converted into the right to receive $13.05 in cash, without interest. This per‑share cash consideration applies to shares outstanding immediately before the effective time, excluding treasury shares, certain affiliate holdings, and shares with properly exercised appraisal rights.

What is the total value of the Jamf (JAMF) take-private deal?

The merger values Jamf at approximately $2.2 billion. This transaction value reflects the aggregate cash consideration to equity holders based on the $13.05 per‑share price, together with the overall structure of the acquisition by affiliates of Francisco Partners.

What are the new rights for Jamf’s 0.125% Convertible Senior Notes due 2026?

Holders of Jamf’s 0.125% Convertible Senior Notes due 2026, with about $373.75 million principal outstanding, can convert into cash based on $13.05 per underlying share. Alternatively, they may require Jamf to repurchase their notes at 100% of principal plus accrued interest after the Fundamental Change.

Will Jamf (JAMF) remain listed on the NASDAQ after the merger?

No. Following the merger, Jamf requested NASDAQ to file Form 25 to delist its common stock and deregister it under Section 12(b) of the Exchange Act. After Form 25 becomes effective, Jamf intends to file Form 15 to suspend its ongoing SEC reporting obligations.

How was the Jamf (JAMF) acquisition financed by the buyer?

The funds used to complete the Jamf acquisition came from three sources: equity contributions from Francisco Partners or its affiliates, proceeds from a new senior secured term loan facility entered into by Parent, and Jamf’s available cash balance. Jamf’s prior credit agreement was repaid and terminated.

What governance and leadership changes occurred at Jamf after the merger?

At closing, Jamf’s existing directors resigned, without disagreement, as contemplated by the merger agreement. Jeff Lendino and Shawn Abbas became the initial directors of the surviving corporation, while Jamf’s officers generally continued in their roles. Jamf’s charter and bylaws were also amended and restated.