Jamf (JAMF) director exits all shares and options in $13.05 cash merger

Rhea-AI Filing Summary

Jamf Holding Corp. director Dean Hager reported the cash‑out of his Jamf equity in connection with the company’s merger with Jawbreaker Parent, Inc. All 284,538 shares of common stock he owned were cancelled and converted into the right to receive $13.05 per share in cash at the merger’s effective time.

The common stock amount includes 131,736 unvested restricted stock units that fully vested and were converted into cash based on the same $13.05 per share price. Two stock option grants covering 1,464,939 shares at a $7.56 exercise price and 284,625 shares at a $4.35 exercise price were cancelled and converted into cash equal to the per‑share price minus the respective exercise prices.

Insights

Corporate actions analyst

Jamf’s merger triggers automatic cash-out of a director’s shares and options at $13.05 per share.

This Form 4 shows Dean Hager, a director of Jamf Holding Corp., having his equity cancelled for cash due to the completed merger with Jawbreaker Parent, Inc. Each common share was converted into $13.05 in cash at the merger’s effective time.

Hager’s position included 284,538 common shares, of which 131,736 were unvested restricted stock units that fully vested and were cashed out at the same price. Two stock option awards on 1,464,939 shares at $7.56 and 284,625 shares at $4.35 were cancelled and converted into cash equal to the excess of $13.05 over each exercise price.

The filing reflects mechanical treatment agreed in the October 28, 2025 merger agreement rather than a discretionary sale decision. Following these transactions, the director reports holding zero Jamf common shares and zero related stock options, consistent with Jamf becoming a wholly owned subsidiary of Jawbreaker Parent.

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

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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^*

HAGER DEAN

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		284,538	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			1,464,939	(3)	11/21/2027	Common Stock	1,464,939	$7.56	0	D
Stock Option (Right to Buy)	$8.7	01/30/2026		D			284,625	(3)	12/10/2029	Common Stock	284,625	$4.35	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of October 28, 2025, 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 131,736 unvested restricted stock units ("Company RSUs") which were, at or immediately prior the Effective Time, fully vested, cancelled and converted into the right to receive, without interest, 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 Company RSUs.

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, as attorney-in-fact for Dean Hager	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Jamf (JAMF) director Dean Hager report on this Form 4?

Dean Hager reported that all 284,538 shares of Jamf common stock he beneficially owned were cancelled in a merger and converted into the right to receive $13.05 per share in cash. This included both vested shares and certain unvested restricted stock units.

What cash price per share did Jamf (JAMF) shareholders receive in the Jawbreaker merger?

Shareholders, including director Dean Hager, became entitled to receive $13.05 in cash for each share of Jamf common stock. This per share price was set in the merger agreement and applied at the effective time of the merger, without interest thereon.

How were Dean Hager’s Jamf (JAMF) restricted stock units treated in the merger?

Hager’s disposed shares included 131,736 unvested restricted stock units that fully vested at or immediately before the merger’s effective time. Those units were cancelled and converted into cash equal to $13.05 multiplied by the number of underlying Jamf common shares.

What happened to Dean Hager’s Jamf (JAMF) stock options in the merger?

Two Jamf stock option awards were cancelled and converted into cash under the merger terms. Cash payable equaled the number of shares subject to each option multiplied by the excess, if any, of the $13.05 per share merger price over each option’s exercise price.

Does Dean Hager still own Jamf (JAMF) shares after the reported merger transactions?

After the merger-related transactions, Dean Hager reported beneficial ownership of zero Jamf common shares and zero derivative securities. All his common stock, restricted stock units, and stock options were cancelled and converted into cash as part of Jamf’s acquisition by Jawbreaker Parent.

What merger agreement underlies the insider transactions reported for Jamf (JAMF)?

The transactions stem from an Agreement and Plan of Merger dated October 28, 2025 among Jamf, Jawbreaker Parent, Inc., and Jawbreaker Merger Sub, Inc. That agreement provided for Jamf to become a wholly owned subsidiary and for equity to be cashed out at $13.05 per share.