Jamf Holding Corp.·4

Feb 3, 7:44 PM ET

HAGER DEAN 4

4 · Jamf Holding Corp. · Filed Feb 3, 2026

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Jamf (JAMF) Director Dean Hager Sells Shares in Merger

What Happened

  • Dean Hager, a Jamf (JAMF) director, had equity cashed out in connection with Jamf’s merger effective January 30, 2026. The Form 4 reports three dispositions to the issuer (merger cash-outs):
    • 284,538 common shares converted at $13.05/share for $3,713,221
    • 1,464,939 derivative shares (options) converted at $7.56/share for $11,074,939
    • 284,625 derivative shares (options) converted at $4.35/share for $1,238,119
  • Total cash received from these dispositions: approximately $16,026,279. These were not open-market sales but cash conversions required by the Merger Agreement.

Key Details

  • Transaction date: 2026-01-30 (Effective Time of the Merger). Form 4 filed 2026-02-03 (timely under the two-business-day rule).
  • Prices and values: $13.05, $7.56, and $4.35 per share lines as shown above; totals listed per line and ~ $16.03M combined.
  • Shares owned after transaction: The Merger Agreement cancelled outstanding common shares and converted them to cash at the Per Share Price; the reported common stock holdings were disposed in the Merger (check the full filing for any remaining holdings in other instruments).
  • Notable footnotes:
    • F1: Merger converted each issued and outstanding Jamf common share into $13.05 in cash.
    • F2: 131,736 Company RSUs were fully vested, cancelled and converted into cash at the Per Share Price.
    • F3: Stock options were cancelled and converted into cash equal to (number of option-share equivalents) × (Per Share Price minus exercise price); payouts subject to applicable withholding taxes.
  • Transaction code: D (Disposition to Issuer — merger cash-out), not a market sale.

Context

  • These were cash-outs tied to the merger, not voluntary open-market sales; derivative lines reflect option cash settlements (cash realized equals Per Share Price less the option exercise price, multiplied by option shares).
  • Such merger-driven dispositions are routine outcomes of buyouts and do not, by themselves, indicate insider sentiment about the company’s future market performance.

Insider Transaction Report

Form 4Exit
Period: 2026-01-30
HAGER DEAN
Director
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-01-30$13.05/sh284,538$3,713,2210 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F3]
    2026-01-30$7.56/sh1,464,939$11,074,9390 total
    Exercise: $5.49Exp: 2027-11-21Common Stock (1,464,939 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F3]
    2026-01-30$4.35/sh284,625$1,238,1190 total
    Exercise: $8.70Exp: 2029-12-10Common Stock (284,625 underlying)
Footnotes (3)
  • [F1]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").
  • [F2]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.
  • [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, as attorney-in-fact for Dean Hager|2026-02-03

Documents

1 file
  • 4
    tm264920-2_4seq1.xmlPrimary

    OWNERSHIP DOCUMENT