STOCK TITAN

Jamf Holding Corp. (JAMF) CLO exits 390,627 shares in cash merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jamf Holding Corp.’s Chief Legal Officer Jeff Lendino reported the cash-out of his equity in connection with a merger. On January 30, 2026, all 390,627 shares of common stock he owned were disposed of at $13.05 per share under the merger agreement.

The total includes 307,238 unvested restricted stock units, which were cancelled and converted into cash-based awards that vest on the original RSU schedule. Two stock option grants covering 53,148 and 29,010 shares were also cancelled for cash based on their intrinsic value, leaving him with zero shares and options.

Positive

  • None.

Negative

  • None.
Insider LENDINO JEFF
Role Chief Legal Officer
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) 53,148 $7.56 $402K
Disposition Stock Option (Right to Buy) 29,010 $4.84 $140K
Disposition Common Stock 390,627 $13.05 $5.10M
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (1)
  1. Pursuant to the Agreement and Plan of Merger, dated as of October 28, 2025 (the "Merger Agreement"), by and among the Issuer, Jawbreaker Parent, Inc. ("Parent") and Jawbreaker Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), owned by the reporting person immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $13.05 per share in cash, without interest thereon (the "Per Share Price"). The shares of Common Stock reported as disposed by the reporting person include 307,238 unvested restricted stock units ("Company RSUs") which, pursuant to the Merger Agreement, were, at or immediately prior to the Effective Time, 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 Company RSUs as of immediately prior to the Effective Time (the "Converted Cash Awards"). The Converted Cash Awards will, subject to the reporting person's continued service through the applicable vesting dates, vest and be payable at the time when the Company RSUs for which the Converted Cash Awards were exchanged would have vested pursuant to the terms thereof. Pursuant to the Merger Agreement, this stock option was, at or immediately prior to the Effective Time, 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 option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the exercise price of such option.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LENDINO JEFF

(Last) (First) (Middle)
C/O JAMF HOLDING CORP.
100 WASHINGTON AVE. S. SUITE 900

(Street)
MINNEAPOLIS MN 55401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Jamf Holding Corp. [ JAMF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/30/2026 D(1)(2) 390,627 D $13.05 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $5.49 01/30/2026 D 53,148 (3) 06/04/2028 Common Stock 53,148 $7.56 0 D
Stock Option (Right to Buy) $8.21 01/30/2026 D 29,010 (3) 10/10/2029 Common Stock 29,010 $4.84 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of October 28, 2025 (the "Merger Agreement"), by and among the Issuer, Jawbreaker Parent, Inc. ("Parent") and Jawbreaker Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), owned by the reporting person immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $13.05 per share in cash, without interest thereon (the "Per Share Price").
2. The shares of Common Stock reported as disposed by the reporting person include 307,238 unvested restricted stock units ("Company RSUs") which, pursuant to the Merger Agreement, were, at or immediately prior to the Effective Time, 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 Company RSUs as of immediately prior to the Effective Time (the "Converted Cash Awards"). The Converted Cash Awards will, subject to the reporting person's continued service through the applicable vesting dates, vest and be payable at the time when the Company RSUs for which the Converted Cash Awards were exchanged would have vested pursuant to the terms thereof.
3. Pursuant to the Merger Agreement, this stock option was, at or immediately prior to the Effective Time, 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 option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the exercise price of such option.
/s/ Jeff Lendino 02/03/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Jamf (JAMF) common shares did Jeff Lendino dispose of and at what price?

Lendino disposed of 390,627 Jamf common shares at $13.05 per share. The Form 4 states that, at the merger’s effective time, each share he owned was automatically cancelled and converted into the right to receive $13.05 in cash without interest.

What happened to Jeff Lendino’s unvested RSUs in the Jamf (JAMF) merger?

His 307,238 unvested RSUs were cancelled and turned into cash-based awards. Each unit now represents the right to receive cash equal to $13.05 times the underlying shares, vesting and paying out on the same schedule as the original RSUs, subject to continued service.

How were Jeff Lendino’s Jamf (JAMF) stock options treated in the merger?

His reported stock options were cancelled and converted into cash rights. For options on 53,148 and 29,010 shares, he became entitled to cash equal to the number of option shares multiplied by the excess of the $13.05 merger price over each option’s exercise price.

Does Jeff Lendino still own Jamf (JAMF) shares or options after this Form 4?

No, the Form 4 shows Jeff Lendino holding zero Jamf shares and options afterward. Following the merger-related cancellation and cash conversion of 390,627 common shares and the specified stock options, his reported beneficial ownership of Jamf equity is reduced to 0.

What merger terms affecting Jamf (JAMF) shareholders are described in this Form 4?

The filing describes a cash merger at $13.05 per Jamf share. Jamf became a wholly owned subsidiary of Jawbreaker Parent, Inc., and each issued and outstanding Jamf common share at the effective time was cancelled and converted into the right to receive $13.05 in cash.