Jamf Holding Corp. 8-K

What Happened

• Jamf Holding Corp. filed an 8-K reporting that the merger closed on January 30, 2026. At the Closing Date the company and its subsidiary entered into a First Supplemental Indenture for Jamf’s 0.125% Convertible Senior Notes due 2026 and the company’s parent entered a new senior secured term loan facility.
• The Supplemental Indenture gives holders of approximately $373.75 million aggregate principal amount of outstanding Convertible Notes (as of January 29, 2026) the option to convert under a cash-only settlement or, in connection with the Merger, to require Jamf to repurchase their notes around March 2, 2026 with a repurchase expected on April 20, 2026. The company also amended and restated its certificate of incorporation and replaced its bylaws at the Effective Time.

Key Details

• Outstanding Convertible Notes: ~$373.75 million (as of Jan 29, 2026).
• Cash conversion option: Holders can convert into $13.05 in cash per share into which the notes would otherwise convert.
• Repurchase right (Fundamental Change Repurchase Date): Holders may require Jamf to repurchase notes (expected repurchase date April 20, 2026) for 100% of principal plus accrued interest; the election period begins on or around March 2, 2026.
• Conversion window: If holders do not elect repurchase, they can still convert their notes up to 5:00 p.m. New York City time on the business day before the repurchase date.
• Credit facilities: Parent entered a new senior secured term loan facility (Jan 30, 2026); the prior credit agreement dated May 3, 2024 with JPMorgan Chase Bank, N.A. was repaid in full and terminated.
• Corporate governance: The company’s certificate of incorporation was amended and restated and its bylaws were replaced at the Effective Time.

Why It Matters

• For convertible note holders: the filing sets clear cash and repurchase options (including fixed cash-per-share conversion and a full-principal repurchase right), which affect whether holders receive cash now, hold debt, or convert to equity — and remove uncertainty about treatment in the Merger.
• For shareholders and potential investors: the amended charter and bylaws, plus the completed Merger and new debt package, signal a change in control and a restructured capital plan. The new term loan and termination of the prior credit agreement alter Jamf’s debt profile and upcoming cash obligations.
• For market impact: the cash conversion and repurchase mechanics reduce potential stock dilution tied to the Convertible Notes and set definite cash outflows the company may face if many holders elect repurchase. A press release was attached as Exhibit 99.1.