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0001721947
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2025-10-28
2025-10-28
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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): October 28, 2025
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) |
| |
|
| x |
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. ¨
Explanatory Note
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, Merger Sub will be merged with
and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.
| Item 2.02. | Results of Operations and Financial Condition. |
On October 29, 2025, the Company and Parent issued a joint press release
announcing the execution of the Merger Agreement. The joint press release includes certain enhanced guidance for the quarter ended September
30, 2025. In the press release, the Company also announced that it has cancelled its previously announced conference call to discuss its
financial results for the quarter ended September 30, 2025, and that it will issue its financial results for the quarter ended September
30, 2025 via press release on November 10, 2025. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
This information is intended to be furnished under Item 2.02 of Form
8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
The joint press release announcing the execution
of the Merger Agreement attached hereto as Exhibit 99.1 is incorporated by reference herein. The information required to be reported on
a Current Report on Form 8-K with respect to the Merger Agreement will be filed by the Company in a separate Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act and Section 21E of the Exchange Act, including statements regarding the Merger, shareholder approvals, the expected timetable
for completing the Merger, the expected benefits of the Merger, and any other statements regarding the Company’s future expectations,
beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information
may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks
and uncertainties include, but are not limited to: failure to obtain the required vote of the Company’s shareholders in connection
with the Merger; the timing to consummate the Merger and the risk that the Merger may not be completed at all or the occurrence of any
event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring
a party to pay the other party a termination fee pursuant to the Merger Agreement; the risk that the conditions to closing of the Merger
may not be satisfied or waived; the risk that a governmental or regulatory approval that may be required for the Merger is not obtained
or is obtained subject to conditions that are not anticipated; potential litigation relating to, or other unexpected costs resulting from,
the Merger; legislative, regulatory, and economic developments; risks that the Merger disrupts the Company’s current plans and operations;
the risk that certain restrictions during the pendency of the Merger may impact the Company’s ability to pursue certain business
opportunities or strategic transactions; the diversion of management’s time on transaction-related issues; continued availability
of capital and financing and rating agency actions; the risk that any announcements relating to the Merger could have adverse effects
on the market price of the Company’s common stock, credit ratings or operating results; and the risk that the Merger and its announcement
could have an adverse effect on the ability of the Company to retain and hire key personnel, to retain customers and to maintain relationships
with business partners, suppliers and customers. The Company can give no assurance that the conditions to the Merger will be satisfied,
or that it will close within the anticipated time period.
All statements, other than statements of historical fact, should be
considered forward-looking statements made in good faith by the Company, as applicable, and are intended to qualify for the safe harbor
from liability established by the Private Securities Litigation Reform Act of 1995. When used in this communication, or any other documents,
words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,”
“intend,” “objective,” “plan,” “project,” “seek,” “strategy,”
“target,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking
statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain.
Such forward-looking statements are subject to risks and uncertainties that could cause the Company’s actual results to differ materially
from those expressed or implied in the forward-looking statements. These risks and uncertainties, as well as other risks and uncertainties
that could cause the Company’s actual results to differ materially from those expressed in the forward-looking statements, are described
in greater detail under the headings “Item 1A. Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed
with the Securities and Exchange Commission (the “SEC”) and in the Company’s Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and any other SEC filings made by the Company. The Company cautions that these risks and factors are not exclusive.
Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements
or present or prior earnings levels. Forward-looking statements speak only as of the date of this communication, and, except as required
by applicable law, the Company does not undertake any obligation to update or supplement any forward-looking statements to reflect actual
results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the
forward-looking statements were made.
Additional Information and Where to Find It
This Current Report on Form 8-K is being made in respect of the proposed
transaction involving the Company and Francisco Partners. A meeting of the shareholders of the Company will be announced as promptly as
practicable to seek shareholder approval in connection with the Merger. The Company intends to file relevant materials with the SEC, including
preliminary and definitive proxy statements relating to the Merger. The definitive proxy statement will be mailed to the Company’s
shareholders. This Current Report on Form 8-K is not a substitute for the proxy statement or any other document that may be filed by the
Company with the SEC.
BEFORE MAKING ANY DECISION, SHAREHOLDERS ARE URGED TO CAREFULLY READ
THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Any vote in respect of resolutions to be proposed at the Company’s
shareholder meeting to approve the Merger or other responses in relation to the Merger should be made only on the basis of the information
contained in the Company’s proxy statement. You will be able to obtain a free copy of the proxy statement and other related documents
(when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations
section of the Company’s website at https://ir.jamf.com.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only
and is not intended to, and does not constitute or form part of, an offer, invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in
any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Participants in the Solicitation
The Company and its directors and executive officers and certain of
its employees may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with
the proposed transaction. Information regarding the Company’s directors and executive officers is set forth under the captions “Board
of Directors and Corporate Governance,” “Proposal 1—Election of Directors,” “Executive Officers,”
“Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation,”
“Director Compensation,” and “Security Ownership of Certain Beneficial Owners and Management” in the definitive
proxy statement for the Company’s 2025 Annual Meeting of Shareholders, filed with the SEC on April 29, 2025, and in the Company’s
Current Reports on Form 8-K filed with the SEC on April 29, 2025 and June 12, 2025. Additional information regarding ownership
of the Company’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 and
4. These documents may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the Investor Relations section
of the Company’s website at https://ir.jamf.com. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the proposed transaction will be included in the proxy statement that the Company expects to file in connection
with the proposed transaction and other relevant materials the Company may file with the SEC.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release, dated October 29, 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.
| |
JAMF
HOLDING CORP. |
| |
|
| |
|
| Date: October 29, 2025 |
By: |
/s/ Jeff Lendino |
| |
Name: |
Jeff Lendino |
| |
Title: |
Chief Legal Officer |
