Jamf (JAMF) investor relations material

Executive summary

• A special meeting is scheduled for January 8, 2026, to vote on a proposed merger where shareholders will receive $13.05 per share in cash, representing a significant premium to recent trading prices.

• The merger is with Jawbreaker Parent, Inc. and Jawbreaker Merger Sub, Inc., affiliates of Francisco Partners, and will result in the company becoming a wholly owned subsidiary and delisting from Nasdaq.

• The board unanimously recommends approval, citing a thorough strategic review, competitive bidding process, and a fairness opinion from Citigroup Global Markets Inc.

• If the merger is not approved, the company will remain independent and public, but may owe a $68.08 million termination fee under certain conditions.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) an advisory, non-binding say-on-pay for executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Certain shareholders, including Vista Equity Partners and key executives, have entered into voting agreements covering 35.2% of shares, committing to vote in favor.

Board of directors and corporate governance

• The board conducted a multi-year strategic review, engaged with multiple potential acquirers, and received several bids before selecting Francisco Partners.

• The board considered the premium, certainty of cash consideration, and lack of superior alternatives in its recommendation.

• Directors and executive officers collectively own 2.6% of outstanding shares.