UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 25, 2025

 

JAMF HOLDING CORP.

(Exact name of registrant as specified in its charter)

 

Delaware	001-39399	82-3031543
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 Washington Ave S, Suite 1100 Minneapolis, MN		55401
(Address of principal executive offices)		(Zip Code)

 

(612) 605-6625

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨  Emerging growth company

 

¨  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	JAMF	The NASDAQ Stock Market LLC

 

 

  

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 25, 2025, Virginia Gambale, a member of the board of directors (the “Board”) of Jamf Holding Corp. (the “Company”) and the Audit Committee of the Board, notified the Company of her intention to not stand for re-election at the Company’s upcoming 2025 annual general meeting of shareholders scheduled for June 10, 2025 (the “Annual Meeting”). Ms. Gambale’s current term will expire at the Annual Meeting. She will continue to serve as a director and a member of the Audit Committee until the Annual Meeting. Ms. Gambale’s decision to not stand for re-election is not as a result of any disagreement with the Company.

 

A copy of Ms. Gambale’s resignation letter is filed as Exhibit 17.1 to this Current Report on Form 8-K.

 

In addition, on April 25, 2025, Charles Guan, a member of the Board of the Company, notified the Company of his intention not to stand for re-election at the Annual Meeting. Mr. Guan’s current term will expire at the Annual Meeting. He will continue to serve as a director until the Annual Meeting. Mr. Guan’s decision to not stand for re-election is not as a result of any disagreement with the Company.

 

A copy of Mr. Guan’s resignation letter is filed as Exhibit 17.2 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
17.1		Correspondence on departure of director
17.2		Correspondence on departure of director
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	JAMF HOLDING CORP.
Date: April 29, 2025	By:	/s/ Jeff Lendino
	Name:	Jeff Lendino
	Title:	Chief Legal Officer