LENDINO JEFF 4
4 · Jamf Holding Corp. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Jamf (JAMF) CLO Jeff Lendino Sells Shares in Merger Cash-Out
What Happened
- Jeff Lendino, Chief Legal Officer of Jamf Holding Corp., had a total of 472,785 stock-related units disposed (converted to cash) in connection with the company’s merger effective Jan 30, 2026, receiving approximately $5.64 million.
- Breakdown: 390,627 common shares were cancelled and converted at $13.05 per share for $5,097,682; 53,148 derivative units converted into $401,799 (effective per-unit cash $7.56); and 29,010 derivative units converted into $140,408 (effective per-unit cash $4.84).
- This was not an open-market sale but a disposition-to-issuer (cash-out) under the Merger Agreement — routine when a company is bought for cash.
Key Details
- Transaction date: January 30, 2026. Form 4 filed Feb 3, 2026 (Accession 0001104659-26-009901).
- Prices: $13.05 per common share; $7.56 and $4.84 per derivative unit (reported as dispositions).
- Total cash received: $5,639,889 (sum of the three reported dispositions).
- Shares owned after transaction: not specified in the provided filing details.
- Footnotes:
- F1: All issued and outstanding common shares were cancelled and converted into the right to receive $13.05 per share under the Merger Agreement.
- F2: 307,238 unvested restricted stock units (RSUs) were converted into cash awards equal to $13.05 per share; those Converted Cash Awards will vest/pay out according to the original RSU vesting schedule (subject to continued service and withholding).
- F3: Stock options were cancelled and converted into cash equal to the number of option shares times the excess (if any) of $13.05 over the option exercise price (i.e., the cash value reflects the option spread).
- Timeliness: Filing does not indicate a late (L) report.
Context
- This transaction is a merger cash-out (disposition-to-issuer), not a voluntary open-market sale; proceeds reflect the merger consideration and option/RSU settlements, not a directional bet by the insider.
- For the derivative items: RSUs were exchanged for cash payable as Converted Cash Awards (subject to vesting), while options were cashed out for their intrinsic value (the spread), per the Merger Agreement.
Insider Transaction Report
Form 4Exit
LENDINO JEFF
Chief Legal Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30$13.05/sh−390,627$5,097,682→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F3]2026-01-30$7.56/sh−53,148$401,799→ 0 totalExercise: $5.49Exp: 2028-06-04→ Common Stock (53,148 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F3]2026-01-30$4.84/sh−29,010$140,408→ 0 totalExercise: $8.21Exp: 2029-10-10→ Common Stock (29,010 underlying)
Footnotes (3)
- [F1]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").
- [F2]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.
- [F3]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.
Signature
/s/ Jeff Lendino|2026-02-03