Jamf Holding Corp. 8-K

What Happened

• Jamf Holding Corp. announced that on October 28, 2025 it entered a Merger Agreement with affiliates of Francisco Partners (Jawbreaker Parent, Inc. and Jawbreaker Merger Sub) under which Jamf would become a wholly owned subsidiary of Francisco Partners. Jamf filed a Definitive Proxy Statement on December 10, 2025 and scheduled a special meeting of shareholders for January 8, 2026 to vote on the merger.
• After the proxy filing, three shareholder complaints were filed (Dec. 10, Dec. 12 and Dec. 16, 2025) in Delaware and New York courts alleging the proxy statement is misleading and seeking corrective disclosures, an injunction against the merger, rescissory relief, fees and other remedies. Jamf says the claims are without merit but is voluntarily supplementing the proxy to avoid potential delay and expense.

Key Details

• Merger Agreement date: October 28, 2025; Definitive Proxy filed: December 10, 2025; Special Meeting: January 8, 2026.
• Litigation: three complaints filed as of Dec. 30, 2025 (Bushansky v. Jamf in Delaware Chancery Court; Weiss and Lloyd in New York Supreme Court). Plaintiffs seek injunctions, additional disclosures, rescission/damages and fees.
• Supplemental disclosures added to the proxy include: details on the buy‑side outreach (15 parties signed confidentiality agreements; 14 did not), explanation that standstill provisions lapsed upon signing the Merger Agreement, Kirkland & Ellis’s prior client work for Francisco Partners and Vista (each accounted for <1% of Kirkland’s revenue over the prior 24 months) and assumptions behind Jamf’s forecasts.
• Forecast assumptions disclosed: Company Growth Forecast — revenue recovery from 8% (2025) to 12% (2029) then 4% by 2034; Adjusted EBITDA margin rising from 23% (2025) to ~32–33% (2029–2034); no planned acquisitions or divestitures. Current Trajectory Forecast — revenue ~7% (2026–2029) then 4% by 2034; adjusted EBITDA rising to ~32–33%; no planned acquisitions.

Why It Matters

• The filing confirms a signed deal to take Jamf private under Francisco Partners and sets a shareholder vote date; if approved, Jamf would become a wholly owned subsidiary.
• The pending litigation challenges the proxy disclosures and could delay the vote or closing if courts require additional disclosure or relief. Jamf denies wrongdoing and has provided supplemental disclosures to try to avoid delay.
• Investors should review the Definitive Proxy Statement (and these supplements) for details on deal terms, risk factors and the company’s forward-looking forecasts before making voting or investment decisions.