Form 4: Jamf CLO Sells Shares in Merger

Jamf Holding Corp.'s Chief Legal Officer, Jeff Lendino, disposed of all his common stock, restricted stock units, and stock options as part of the company's merger into a wholly-owned subsidiary of Jawbreaker Parent, Inc.

Summary

• Jeff Lendino, Chief Legal Officer of Jamf Holding Corp., reported changes in beneficial ownership due to a merger.
• Jamf Holding Corp. merged with Jawbreaker Merger Sub, Inc., becoming a wholly-owned subsidiary of Jawbreaker Parent, Inc.
• At the effective time of the merger on January 30, 2026, all of Lendino's 390,627 shares of common stock were cancelled and converted into the right to receive $13.05 per share in cash.
• 307,238 unvested restricted stock units were converted into cash awards, payable upon original vesting dates, subject to continued service.
• Stock options for 53,148 shares (exercise price $5.49) and 29,010 shares (exercise price $8.21) were cancelled and converted into cash payments based on the difference between the $13.05 per share price and their respective exercise prices.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event for the reporting person, as it represents the successful completion of a merger and conversion of equity into cash, providing liquidity and a clear valuation for their holdings.

Positives

• The reporting person received cash for all common stock at $13.05 per share, providing immediate liquidity.
• Unvested restricted stock units and stock options were converted into cash awards, providing liquidity for previously illiquid holdings.
• The conversion of unvested RSUs into cash awards, subject to continued service, provides an incentive for the reporting person to remain with the company post-merger.

Negatives

• The reporting person no longer holds direct equity in Jamf Holding Corp.
• The cash awards for unvested RSUs and stock options are subject to applicable withholding taxes.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4, as it reports a completed transaction.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects the finalization of a corporate merger, a common event in the technology sector where companies are acquired for strategic growth or market consolidation. The conversion of equity into cash for executives is a standard procedure in such transactions, providing immediate liquidity to insiders while aligning their incentives with the acquiring entity through continued service requirements for unvested awards.

Comparison to Industry Standards

• This transaction is consistent with typical merger agreements in the tech industry, where executive equity holdings are converted to cash at the merger price. For example, in the acquisition of Slack by Salesforce, executive stock and options were similarly converted.
• The per-share price of $13.05 for Jamf shares falls within the typical range of acquisition premiums seen in mid-cap tech mergers, though specific comparisons would require detailed analysis of Jamf's pre-merger valuation multiples against peers like Okta or CrowdStrike.

Stakeholder Impact

• Shareholders: All public shareholders of Jamf Holding Corp. would have received $13.05 per share in cash as part of the merger.
• Employees (specifically Jeff Lendino): His unvested equity awards were converted into cash awards, subject to continued service, providing a retention incentive.

Next Steps

• Continued service by Jeff Lendino through applicable vesting dates for Converted Cash Awards.
• Payment of Converted Cash Awards at the time when the original Company RSUs would have vested.

Key Dates

Keywords

Jamf Holding Corp., JAMF, Jeff Lendino, Form 4, Merger, Stock Disposition, Restricted Stock Units, Stock Options, Beneficial Ownership, Corporate Action