Jamf Holding Corp. SEC Filings

Jamf Holding Corp. reported that its Chief Sales Officer, Elizabeth Benz, will depart the company. The Company and Ms. Benz agreed that her employment will end effective January 31, 2026. This change affects the senior leadership team responsible for overseeing sales, but no additional details about the circumstances or succession plans are provided in this report.

Jamf Holding Corp. reports that its stockholders approved the company’s pending acquisition by affiliates of Francisco Partners Management L.P. at a special meeting held on January 8, 2026. Of 134,076,214 shares of common stock entitled to vote as of the December 9, 2025 record date, 115,515,200 shares were present or represented by proxy, representing about 86.15% of the voting power and establishing a quorum.

Stockholders adopted the Agreement and Plan of Merger among Jamf, Jawbreaker Parent, Inc. and Jawbreaker Merger Sub, Inc., with 115,067,968 votes for, 231,296 against, and 215,936 abstentions. They also approved, on a non-binding advisory basis, the compensation that will or may be paid to Jamf’s named executive officers in connection with the merger, with 110,285,244 votes for, 5,075,957 against, and 153,999 abstentions. An adjournment proposal was not needed, and no other business came before the meeting.

Jamf Holding Corp. Chief Innovation Officer Jason Wudi reported a planned sale of company stock. On 12/16/2025, he sold 38,529 shares of common stock at a weighted average price of $12.9942 per share, with individual trade prices ranging from $12.99 to $13.00. The transaction was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on September 16, 2025. After this sale, Wudi beneficially owned 373,742 shares of Jamf common stock, all reported as directly held.

Jamf Holding Corp. (JAMF) reported that its Chief Financial Officer sold common stock in a tax-related transaction. On 11/18/2025, the CFO disposed of 28,850 shares of Jamf common stock at a weighted average price of $12.8548 per share. According to the disclosure, these shares were sold on the CFO's behalf to cover tax withholding obligations tied to the vesting of restricted stock units under the company's mandatory sell-to-cover policy, rather than as a discretionary open-market sale. After this transaction, the CFO beneficially owned 413,427 shares of Jamf common stock directly.

Jamf Holding Corp. reported Q3 2025 results with total revenue of $183,494 thousand, up from $159,286 thousand a year ago, led by subscription revenue of $179,610 thousand. Gross profit was $139,516 thousand. The company posted a net loss of $4,513 thousand, narrower than $12,241 thousand last year, and an operating loss of $3,416 thousand.

Cash and cash equivalents were $547,194 thousand as of September 30, 2025. Deferred revenue ended at $440,494 thousand, and remaining performance obligations were $653.0 million, with 68% expected over the next 12 months. For the nine months, cash provided by operating activities was $107,431 thousand.

Jamf completed the Identity Automation acquisition for $216.1 million (including $40.0 million deferred cash paid on October 1, 2025) and recorded $71.2 million of identifiable intangibles and $156.3 million of goodwill. The company added a $400,000 thousand 2025 Term Loan (net carrying value $397,841 thousand) and had $371,413 thousand of 2026 Notes outstanding. A strategic reinvestment plan announced July 15 impacted ~6.4% of employees, with $9.2 million in severance charges. Subsequent to quarter-end, Jamf signed a merger agreement for a cash acquisition at $13.05 per share, subject to approvals.

Jamf Holding Corp. filed a Form 8-K to furnish its financial results for the quarter ended September 30, 2025. The company announced that these results were released through a press release dated November 10, 2025, which is attached as Exhibit 99.1 and incorporated by reference. The information is furnished under the results of operations and financial condition item and is explicitly stated as not being deemed filed for liability purposes under the Exchange Act, unless specifically incorporated into other 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. 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.