SEC Form 10-Q filed by Jamf Holding Corp.

5/6/25 4:09:53 PM ET

$JAMF

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________

FORM 10-Q

_________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number: 001-39399

JAMF HOLDING CORP.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)			82-3031543 (I.R.S. Employer Identification No.)

100 Washington Ave S, Suite 900
Minneapolis, MN			55401
(Address of principal executive offices)			(Zip Code)

(612) 605-6625

(Registrant’s telephone number, including area code)

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


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	JAMF	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐
Smaller reporting company ☐		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On April 23, 2025, the registrant had 131,864,700 shares of common stock, $0.001 par value, outstanding.

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JAMF HOLDING CORP.

TABLE OF CONTENTS


		PAGE
PART I.	FINANCIAL INFORMATION	4

Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets — March 31, 2025 and December 31, 2024	4
	Condensed Consolidated Statements of Operations — Three Months Ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) — Three Months Ended March 31, 2025 and 2024	6
	Condensed Consolidated Statements of Stockholders’ Equity — Three Months Ended March 31, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2025 and 2024	8
	Notes to Condensed Consolidated Financial Statements	10
	Note 1. Basis of presentation and description of business	10
	Note 2. Summary of significant accounting policies	10
	Note 3. Financial instruments fair value	13
	Note 4. Acquisitions	14
	Note 5. Goodwill and other intangible assets	14
	Note 6. Leases	15
	Note 7. Commitments and contingencies	15
	Note 8. Debt	16
	Note 9. Stock-based compensation	17
	Note 10. Net income (loss) per share	18
	Note 11. Income taxes	19
	Note 12. Segment and geographic information	20
	Note 13. Restructuring activities	21
	Note 14. Subsequent events	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	40

PART II.	OTHER INFORMATION	41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42

Signatures		43

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GLOSSARY

We use acronyms, abbreviations, and other defined terms throughout this quarterly report on Form 10-Q. These terms are defined below. Jamf Holding Corp. and its wholly owned subsidiaries, collectively, are referred to as the “Company,” “we,” “us,” or “our.”


Term						Definition
2020 Credit Agreement						Credit agreement dated July 27, 2020, as amended, supplemented, or modified
2020 Plan						Jamf Holding Corp. Omnibus Incentive Plan
2020 Revolving Credit Facility						Revolving credit facility available under the 2020 Credit Agreement
2021 ESPP						Jamf Holding Corp. 2021 Employee Stock Purchase Plan
2024 Credit Agreement						Credit agreement, dated as of May 3, 2024
2024 Revolving Credit Facility						Revolving credit facility available under the 2024 Credit Agreement
2026 Notes						Convertible Senior Notes due 2026
ARR						Annual Recurring Revenue
AWS						Amazon Web Services
ASC 606						ASC Topic 606, Revenue from Contracts with Customers
ASU						Accounting Standards Update
BEAT						Base erosion and anti-abuse tax
CCA						Cloud computing arrangement
CEO						Chief executive officer
CODM						Chief operating decision maker
Current Period ARR						ARR from the same cohort of customers used to calculate Prior Period ARR as of the current period end
dataJAR						Data Jar Ltd.
dataJAR Purchase Agreement						Share Purchase Agreement, dated as of July 13, 2023, entered into in connection with the acquisition of dataJAR
EUR						Euro
Exchange Act						The Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
GAAP						U.S. generally accepted accounting principles
GBP						British pound sterling
Identity Automation						Identity Automation Systems, LLC
Identity Automation Purchase Agreement						Unit Purchase Agreement, dated as of March 3, 2025, entered into in connection with the acquisition of Identity Automation
IT						Information technology
MSP						Managed services provider
Prior Period ARR						ARR from the cohort of all customers as of 12 months prior to period end
RSU						Restricted stock unit
SaaS						Software-as-a-service
SEC						Securities and Exchange Commission
SMBs						Small-to-medium-sized businesses
UK						United Kingdom
U.S.						United States
ZecOps						ZecOps, Inc.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

JAMF HOLDING CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	222,353	$	224,680
Trade accounts receivable, net of allowances of $475 and $577 at March 31, 2025 and December 31, 2024, respectively	138,416		138,791
Deferred contract costs	28,513		27,958
Prepaid expenses	23,121		12,679
Other current assets	19,179		20,549
Total current assets	431,582		424,657
Equipment and leasehold improvements, net	20,711		19,321
Goodwill	891,050		882,593
Other intangible assets, net	139,446		147,823
Deferred contract costs, non-current	59,061		59,663
Other assets	46,782		46,172
Total assets	$	1,588,632	$	1,580,229
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	20,273	$	18,405
Accrued liabilities	51,661		68,363
Income taxes payable	119		1,014
Deferred revenue	327,009		333,573
Total current liabilities	399,062		421,355
Deferred revenue, non-current	52,085		52,136
Deferred tax liability, net	5,132		5,180
Convertible senior notes, net	370,146		369,514
Other liabilities	14,985		16,061
Total liabilities	841,410		864,246
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized at March 31, 2025 and December 31, 2024; no shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Common stock, $0.001 par value, 500,000,000 shares authorized at March 31, 2025 and December 31, 2024; 131,756,239 and 129,376,245 shares issued at March 31, 2025 and December 31, 2024, respectively; 131,756,239 and 129,332,030 shares outstanding at March 31, 2025 and December 31, 2024, respectively	125		125
Treasury stock, at cost; 0 and 44,215 shares at March 31, 2025 and December 31, 2024, respectively	—		(741)
Additional paid-in capital	1,292,918		1,269,264
Accumulated other comprehensive loss	(23,745)		(30,060)
Accumulated deficit	(522,076)		(522,605)
Total stockholders’ equity	747,222		715,983
Total liabilities and stockholders’ equity	$	1,588,632	$	1,580,229

The accompanying notes are an integral part of these condensed consolidated financial statements.

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JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended March 31,
		2025		2024
Revenue:
Subscription		$	164,224	$	148,353
Services		3,397		3,706
License		—		64
Total revenue		167,621		152,123
Cost of revenue:
Cost of subscription (exclusive of amortization expense shown below)		30,702		28,010
Cost of services (exclusive of amortization expense shown below)		3,549		3,770
Amortization expense		2,851		3,312
Total cost of revenue		37,102		35,092
Gross profit		130,519		117,031
Operating expenses:
Sales and marketing		59,712		64,782
Research and development		35,457		34,262
General and administrative		32,668		32,198
Amortization expense		6,838		6,898
Total operating expenses		134,675		138,140
Loss from operations		(4,156)		(21,109)
Interest income, net		1,328		2,040
Foreign currency transaction gain (loss)		3,181		(412)
Income (loss) before income tax benefit (provision)		353		(19,481)
Income tax benefit (provision)		176		(1,043)
Net income (loss)		$	529	$	(20,524)

Net income (loss) per share, basic		$	0.00	$	(0.16)
Net income (loss) per share, diluted		$	0.00	$	(0.16)

Weighted-average shares used to compute net income (loss) per share, basic		129,845,214		127,292,097
Weighted-average shares used to compute net income (loss) per share, diluted		140,073,323		127,292,097

The accompanying notes are an integral part of these condensed consolidated financial statements.

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JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	Three Months Ended March 31,
		2025		2024
Net income (loss)		$	529	$	(20,524)
Other comprehensive income (loss):
Foreign currency translation adjustments		6,315		(1,812)
Total other comprehensive income (loss)		6,315		(1,812)
Comprehensive income (loss)		$	6,844	$	(22,336)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

(unaudited)


	Number of Common Shares Outstanding	Common Stock		Treasury Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Stockholders’ Equity



Three Months Ended March 31, 2025:

Balance, December 31, 2024	129,332,030	$	125	$	(741)	$	1,269,264	$	(30,060)	$	(522,605)	$	715,983

Vesting of restricted stock units	2,424,209	—		741		(741)		—		—		—

Stock-based compensation	—	—		—		24,395		—		—		24,395
Foreign currency translation adjustments	—	—		—		—		6,315		—		6,315
Net income	—	—		—		—		—		529		529
Balance, March 31, 2025	131,756,239	$	125	$	—	$	1,292,918	$	(23,745)	$	(522,076)	$	747,222

Three Months Ended March 31, 2024:

Balance, December 31, 2023	126,938,102	$	126	$	—	$	1,162,993	$	(26,777)	$	(418,795)	$	717,547
Exercise of stock options	47,583	—		—		280		—		—		280
Vesting of restricted stock units	1,347,681	—		—		—		—		—		—

Stock-based compensation	—	—		—		20,579		—		—		20,579
Foreign currency translation adjustments	—	—		—		—		(1,812)		—		(1,812)
Net loss	—	—		—		—		—		(20,524)		(20,524)
Balance, March 31, 2024	128,333,366	$	126	$	—	$	1,183,852	$	(28,589)	$	(439,319)	$	716,070

The accompanying notes are an integral part of these condensed consolidated financial statements.

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JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Operating activities
Net income (loss)	$	529	$	(20,524)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization expense	11,494		11,990
Amortization of deferred contract costs	7,403		6,325
Amortization of capitalized CCA implementation costs	1,605		—
Amortization of debt issuance costs	725		689
Non-cash lease expense	984		1,450
Provision for credit losses and returns	141		(24)
Stock-based compensation	24,395		20,579
Deferred income tax expense (benefit)	67		(267)
Other	(4,000)		(26)
Changes in operating assets and liabilities:
Trade accounts receivable	442		12,696
Prepaid expenses and other assets	(12,919)		(15,472)
Deferred contract costs	(7,135)		(8,334)
Accounts payable	1,625		(5,677)
Accrued liabilities	(14,148)		(10,602)
Income taxes payable	(859)		119
Deferred revenue	(6,283)		(8,885)
Other liabilities	—		59
Net cash provided by (used in) operating activities	4,066		(15,904)
Investing activities

Purchases of equipment and leasehold improvements	(3,049)		(1,755)
Purchase of investments	(3,000)		(1,500)
Other	10		25
Net cash used in investing activities	(6,039)		(3,230)
Financing activities



Payment of acquisition-related holdback	(3,600)		—


Proceeds from the exercise of stock options	—		280
Net cash (used in) provided by financing activities	(3,600)		280
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(269)		(184)
Net decrease in cash, cash equivalents, and restricted cash	(5,842)		(19,038)
Cash, cash equivalents, and restricted cash, beginning of period	228,344		250,809
Cash, cash equivalents, and restricted cash, end of period	$	222,502	$	231,771

The accompanying notes are an integral part of these condensed consolidated financial statements.

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JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	349	$	314
Income taxes, net of refunds	1,190		1,141
Non-cash activities:

Operating lease assets obtained in exchange for operating lease liabilities	—		1,767
Purchases of equipment and leasehold improvements accrued but not paid	1,020		121

Reconciliation of cash, cash equivalents, and restricted cash within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above:
Cash and cash equivalents	$	222,353	$	224,497
Restricted cash included in other current assets	149		7,274

Total cash, cash equivalents, and restricted cash	$	222,502	$	231,771

The accompanying notes are an integral part of these condensed consolidated financial statements.

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Basis of presentation and description of business

Description of business

We are the standard in managing and securing Apple at work, and we are the only company in the world that provides a complete management and security solution for an Apple-first environment that is designed to be enterprise secure, consumer simple, and protective of personal privacy. We help IT and security teams confidently protect the devices, data, and applications used by their workforce, while providing employees with the powerful and intended Apple experience. With Jamf’s solution, devices can be deployed to employees brand new in the shrink-wrapped box, set up automatically and personalized at first power-on and administered continuously throughout the lifecycle of the device. Our customers are located throughout the world.

Basis of presentation and principles of consolidation

The accompanying condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. All intercompany accounts and transactions have been eliminated.

Unaudited interim condensed consolidated financial information

The interim condensed consolidated balance sheet as of March 31, 2025, the condensed consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity, and of cash flows for the three months ended March 31, 2025 and 2024, and the related notes are unaudited. The condensed consolidated balance sheet as of December 31, 2024 was derived from our audited consolidated financial statements that were included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows of the Company. All adjustments made were of a normal recurring nature. The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future period.

Use of estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the reporting date, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future and include, but are not limited to, revenue recognition, stock-based compensation, the expected period of benefit for deferred contract costs, the fair values of assets acquired and liabilities assumed in business combinations, useful lives for finite-lived assets, recoverability of long-lived assets, the value of right-of-use assets and lease liabilities, allowance for expected credit losses, commitments and contingencies, and accounting for income taxes and related valuation allowances against deferred tax assets. Actual results could differ from those estimates.

Note 2. Summary of significant accounting policies

The Company’s significant accounting policies are discussed in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to these policies during the three months ended March 31, 2025. The following describes the impact of certain policies.

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Revenue recognition

The Company applies ASC 606 and follows the five-step model to determine the appropriate amount of revenue to be recognized.

Disaggregation of Revenue

The Company separates revenue into subscription and non-subscription categories to disaggregate the revenue that is term-based and renewable from the revenue that is one-time in nature. Revenue from subscription and non-subscription contractual arrangements were as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
SaaS subscription and support and maintenance		$	155,628	$	142,406
On-premise subscription		8,596		5,947
Subscription revenue		164,224		148,353
Professional services		3,397		3,706
Perpetual licenses		—		64
Non-subscription revenue		3,397		3,770
Total revenue		$	167,621	$	152,123

Contract Balances

Contract liabilities consist of customer billings in advance of revenue being recognized. The Company invoices its customers for subscription, support and maintenance, and services in advance. Changes in contract liabilities, including revenue earned during the period from the beginning contract liability balance and new deferrals of revenue during the period, were as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Balance, beginning of the period		$	385,709	$	373,432

Revenue earned		(135,468)		(125,166)
Deferral of revenue		130,185		118,771
Other (1)		(1,332)		(2,534)
Balance, end of the period		$	379,094	$	364,503

(1) Includes contract assets netted against contract liabilities on a contract-by-contract basis.

There were no significant changes to our contract assets and liabilities during the three months ended March 31, 2025 and 2024 outside of our sales activities.

Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts to be invoiced. As of March 31, 2025, the Company

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

had $552.2 million of remaining performance obligations, with 69% expected to be recognized as revenue over the succeeding 12 months, and the remainder generally expected to be recognized over the three years thereafter.

Deferred Contract Costs

Sales commissions, as well as associated payroll taxes and retirement plan contributions (together, “contract costs”), that are incremental to the acquisition of customer contracts are capitalized using a portfolio approach as deferred contract costs in the condensed consolidated balance sheets when the period of benefit is determined to be greater than one year.

Total amortization of contract costs was $7.4 million and $6.3 million for the three months ended March 31, 2025 and 2024, respectively.

The Company periodically reviews these deferred contract costs to determine whether events or changes in circumstances have occurred that could affect the period of benefit of these deferred contract costs. There were no impairment losses recorded during the three months ended March 31, 2025 or 2024.

Cloud computing arrangements

Capitalized costs associated with the implementation of CCAs were as follows:


Balance Sheet Classification	March 31, 2025		December 31, 2024
	(in thousands)
Other current assets	$	6,420	$	6,418
Other assets	19,220		19,216
Capitalized cloud computing implementation costs, gross	25,640		25,634
Less: accumulated amortization	(4,274)		(2,669)
Capitalized cloud computing implementation costs, net	$	21,366	$	22,965

Amortization expense related to capitalized CCA implementation costs was $1.6 million for the three months ended March 31, 2025.

Strategic investments

The Company’s strategic investments consist of non-marketable equity and debt instruments in privately held companies. The investments are recorded at cost, less any impairment, and included in other assets on the condensed consolidated balance sheets. As of March 31, 2025 and December 31, 2024, the balance of strategic investments was $8.5 million and $5.4 million, respectively. The Company evaluates its strategic investments quarterly for impairment. During the three months ended March 31, 2025 and 2024, there were no changes in the carrying value of the Company’s strategic investments.

Recently issued accounting pronouncements not yet adopted

In December 2024, the FASB issued ASU No. 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The standard is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods and can be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the effect the standard will have on its condensed consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires companies to disclose additional information about certain expenses in the notes to the financial statements. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

December 15, 2027 and can be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the effect the standard will have on disclosures within its condensed consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires companies to disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. This update also requires disclosure of disaggregated information related to income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis with the option to apply the guidance retrospectively. The Company is currently evaluating the effect the standard will have on disclosures within its condensed consolidated financial statements.

Note 3. Financial instruments fair value

Assets and liabilities measured at fair value on a recurring basis

The Company invests in money market funds with original maturities at the time of purchase of three months or less, which are measured and recorded at fair value on a recurring basis. Money market funds are valued based on quoted market prices in active markets and classified within Level 1 of the fair value hierarchy.

The fair value of these financial instruments were as follows:


	March 31, 2025
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents:
Money market funds	$	27,447	$	—	$	—	$	27,447
Total cash equivalents	$	27,447	$	—	$	—	$	27,447


	December 31, 2024
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents:
Money market funds	$	133,523	$	—	$	—	$	133,523
Total cash equivalents	$	133,523	$	—	$	—	$	133,523

The carrying value of accounts receivable and accounts payable approximate their fair value due to their short maturities and are excluded from the tables above.

Fair value measurements of other financial instruments

The following table presents the net carrying value and estimated fair value of the 2026 Notes, which are not recorded at fair value in the condensed consolidated balance sheets:


	March 31, 2025				December 31, 2024
	Net Carrying Value		Estimated Fair Value		Net Carrying Value		Estimated Fair Value
	(in thousands)
2026 Notes	$	370,146	$	350,858	$	369,514	$	341,981

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

As of March 31, 2025 and December 31, 2024, the difference between the net carrying value of the 2026 Notes and the principal amount of $373.8 million represents the unamortized debt issuance costs of $3.6 million and $4.2 million, respectively. See Note 8 for more information. The estimated fair value of the 2026 Notes, which is classified as Level 2, was determined based on quoted bid prices of the 2026 Notes in an over-the-counter market.

Note 4. Acquisitions

dataJAR

On July 13, 2023, the Company completed its acquisition of dataJAR, a UK-based leading MSP focused on providing powerful Apple and Jamf services for businesses and educational organizations, for total purchase consideration of £19.3 million (or approximately $25.1 million using the exchange rate on July 13, 2023). In connection therewith, £2.5 million (or approximately $3.2 million using the exchange rate on July 13, 2023) in cash was held back as partial security for post-closing indemnification claims. The amount held back as partial security for post-closing indemnification claims was released in the third quarter of 2024.

In addition, the terms of the dataJAR Purchase Agreement provided for additional future payments to the sellers in the amount of up to £6.5 million (or approximately $8.4 million using the exchange rate on July 13, 2023) if certain key employees continued their employment with the Company through July 13, 2024. This expense was recognized on a straight-line basis over the requisite service period in general and administrative expenses in the condensed consolidated statement of operations. The Company recognized expense of $2.1 million related to this agreement during the three months ended March 31, 2024. The Company paid £6.5 million (or approximately $8.4 million using the exchange rate on the date of payment) in deferred consideration related to this agreement to the sellers in the third quarter of 2024.

ZecOps

On November 16, 2022, the Company completed its acquisition of ZecOps, a leader in mobile detection and response, for total purchase consideration of $44.5 million. In connection therewith, $7.2 million of cash consideration was held back in an escrow fund as partial security for post-closing indemnification claims. The Company released $3.6 million of the escrowed amount in the second quarter of 2024 and the remaining escrowed amount of $3.6 million in the first quarter of 2025.

Note 5. Goodwill and other intangible assets

The change in the carrying amount of goodwill was as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Goodwill, beginning of period		$	882,593	$	887,121


Foreign currency translation adjustment		8,457		(2,080)
Goodwill, end of period		$	891,050	$	885,041

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The gross carrying amount and accumulated amortization of intangible assets other than goodwill were as follows:


	March 31, 2025
	Useful Life	Gross Carrying Value		Accumulated Amortization		Foreign Currency Translation		Net Carrying Value		Weighted-Average Remaining Useful Life
	(in thousands)
Trademarks	8 years	$	34,300	$	31,656	$	—	$	2,644	0.6 years
Customer relationships	5 - 12 years	257,308		147,815		(1,429)		108,064		5.0 years
Developed technology	5 - 6.5 years	75,487		42,902		(4,335)		28,250		2.7 years
Non-competes	3 years	1,349		1,079		—		270		0.6 years
Intellectual property	5 years	270		52		—		218		4.0 years
Total intangible assets		$	368,714	$	223,504	$	(5,764)	$	139,446


	December 31, 2024
	Useful Life	Gross Carrying Value		Accumulated Amortization		Foreign Currency Translation		Net Carrying Value		Weighted-Average Remaining Useful Life
	(in thousands)
Trademarks	8 years	$	34,300	$	30,584	$	—	$	3,716	0.8 years
Customer relationships	5 - 12 years	257,308		142,131		(1,993)		113,184		5.3 years
Developed technology	5 - 6.5 years	75,487		39,826		(5,352)		30,309		3.0 years
Non-competes	3 years	1,349		967		—		382		0.8 years
Intellectual property	5 years	270		38		—		232		4.3 years
Total intangible assets		$	368,714	$	213,546	$	(7,345)	$	147,823

Amortization expense was $9.7 million and $10.2 million for the three months ended March 31, 2025 and 2024, respectively.

There were no impairments to goodwill or intangible assets during the three months ended March 31, 2025 and 2024.

Note 6. Leases

Supplemental balance sheet information related to the Company’s operating leases is as follows:


Leases	Balance Sheet Classification	March 31, 2025		December 31, 2024
		(in thousands)
Assets
Operating lease assets	Other assets	$	16,054	$	16,990

Liabilities
Operating lease liabilities – current	Accrued liabilities	$	5,307	$	5,079
Operating lease liabilities – non-current	Other liabilities	14,926		16,006
Total operating lease liabilities		$	20,233	$	21,085

Note 7. Commitments and contingencies

Contingencies

From time to time, the Company is subject to various claims, charges, and litigation. The Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

maintains insurance to cover certain claims. The Company had no material liabilities for contingencies as of March 31, 2025 or December 31, 2024. The results of any current or future litigation, proceedings, investigations, or inquiries cannot be predicted with certainty, and regardless of the outcome, litigation, proceedings, investigations, or inquiries can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Note 8. Debt

The following table summarizes the balances and availability of our 2026 Notes and 2024 Revolving Credit Facility:


	Outstanding (1)				Unutilized Amount				Interest Rate				Maturity Date
	March 31, 2025		December 31, 2024		March 31, 2025		December 31, 2024		March 31, 2025		December 31, 2024
	(in thousands)
2026 Notes	$	370,146	$	369,514	N/A		N/A		0.125%		0.125%		Sept. 1, 2026
2024 Revolving Credit Facility	1,143		1,143		$	173,857	$	173,857	1.50%	(2)	1.50%	(2)	May 3, 2029

(1) Represents the net carrying amount of our 2026 Notes and outstanding letters of credit under the 2024 Revolving Credit Facility.

(2) Represents the rate on the outstanding letters of credit under the 2024 Revolving Credit Facility.

Convertible Senior Notes

On September 17, 2021, the Company issued $373.8 million aggregate principal amount of 0.125% 2026 Notes in a private offering. The initial conversion rate for the 2026 Notes is 20.0024 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $49.99 per share of common stock. As of March 31, 2025, the conditions allowing holders of the 2026 Notes to convert were not met.

The following table sets forth the interest expense related to the 2026 Notes for the periods presented:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Contractual interest expense		$	117	$	117
Amortization of issuance costs		632		627

The effective interest rate on the 2026 Notes was 0.81% for both the three months ended March 31, 2025 and 2024. See Note 3 for additional information on the Company’s 2026 Notes.

Credit Agreement

On May 3, 2024, the Company entered into the 2024 Credit Agreement to refinance the Company’s 2020 Revolving Credit Facility. The 2024 Credit Agreement provides for the 2024 Revolving Credit Facility of $175.0 million, which may be increased or decreased under specific circumstances, with a $40.0 million letter of credit sublimit and a $50.0 million alternative currency sublimit. In addition, the 2024 Credit Agreement provides for the ability of the Company to request incremental term loan facilities, in a minimum amount of $5.0 million for each facility. The 2024 Credit Agreement is subject to a springing maturity date on or after June 2, 2026 in the event of certain conditions as described in the 2024 Credit Agreement. The 2024 Credit Agreement contains customary representations and warranties, affirmative covenants, reporting obligations, negative covenants, and events of default. We were in compliance with such covenants as of both March 31, 2025 and December 31, 2024. As of March 31, 2025 and December 31, 2024, debt issuance costs related to the 2024 Credit Agreement of $1.5 million and $1.6 million, respectively, were included in other assets in the condensed consolidated balance sheets.

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 9. Stock-based compensation

The Company recognized stock-based compensation expense for all equity arrangements as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Cost of revenue:
Subscription		$	3,061	$	2,628
Services		390		412
Sales and marketing		7,174		6,389
Research and development		6,331		5,431
General and administrative		7,439		5,719
		$	24,395	$	20,579

Equity Incentive Plans

Return Target Options

The table below summarizes return target option activity for the three months ended March 31, 2025:


	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2024	2,265,275	$	6.66	3.7	$	16,740
Exercised	—	—			—
Outstanding, March 31, 2025	2,265,275	$	6.66	3.5	$	12,436
Options exercisable at March 31, 2025	2,265,275	$	6.66	3.5	$	12,436
Vested or expected to vest at March 31, 2025	2,265,275	$	6.66	3.5	$	12,436

Service-Based Options

The table below summarizes the service-based option activity for the three months ended March 31, 2025:


	Options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2024	757,343	$	5.52	3.0	$	6,464
Exercised	—	—			—
Outstanding, March 31, 2025	757,343	$	5.52	2.7	$	5,025
Options exercisable at March 31, 2025	757,343	$	5.52	2.7	$	5,025
Vested or expected to vest at March 31, 2025	757,343	$	5.52	2.7	$	5,025

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Restricted Stock Units

RSU activity for the three months ended March 31, 2025 was as follows:


	Units	Weighted-Average Grant Date Fair Value (per share)
Outstanding, December 31, 2024	11,737,145	$	20.73
Granted	6,668,999	13.20
Vested	(2,424,209)	20.38
Forfeited	(211,955)	20.87
Outstanding, March 31, 2025	15,769,980	$	17.59

RSUs under the 2020 Plan generally vest ratably on an annual basis over four years. There was $236.8 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 3.0 years as of March 31, 2025. The total fair value of RSUs vested during the three months ended March 31, 2025 was $49.4 million.

Note 10. Net income (loss) per share

The following table sets forth the computation of basic and diluted net income (loss) per share:


	Three Months Ended March 31,
		2025		2024
		(in thousands, except share and per share amounts)
Numerator:
Net income (loss)		$	529	$	(20,524)

Denominator:
Weighted-average shares used to compute net income (loss) per share, basic		129,845,214		127,292,097
Weighted-average effect of potentially dilutive securities		10,228,109		—
Weighted-average shares used to compute net income (loss) per share, diluted		140,073,323		127,292,097

Net income (loss) per share, basic		$	0.00	$	(0.16)
Net income (loss) per share, diluted		$	0.00	$	(0.16)

Basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period without consideration for potentially dilutive securities. Because we have reported a net loss for the three months ended March 31, 2024, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for this period given that the potentially dilutive shares would have been anti-dilutive if included in the calculation.

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following potentially dilutive securities outstanding have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an anti-dilutive impact:


	As of March 31,
	2025	2024
Stock options outstanding	—	3,595,924
Unvested restricted stock units	2,329,086	13,409,972
Shares related to the 2026 Notes	—	7,475,897
Shares committed under the 2021 ESPP	—	217,453
Total potentially dilutive securities	2,329,086	24,699,246

Note 11. Income taxes

The Company calculated the year-to-date income tax benefit (provision) by applying the estimated annual effective tax rate to the year-to-date pre-tax income for each applicable jurisdiction and adjusted for discrete tax items in the period. The following table presents benefit (provision) for income taxes:


	Three Months Ended March 31,
		2025			2024
		(in thousands, except percentages)
Income (loss) before income tax benefit (provision)		$	353		$	(19,481)
Income tax benefit (provision)		176			(1,043)
Effective tax rate		(49.9)		%	(5.4)		%

The difference between the statutory rate and the Company’s effective tax rate for the three months ended March 31, 2025 was primarily due to the BEAT and valuation allowances on U.S. and UK tax assets. The Tax Cuts and Jobs Act of 2017 introduced the BEAT, which is essentially a minimum tax on certain otherwise deductible payments made by U.S. entities to non-U.S. affiliates. Prior to the first quarter of 2025, the Company was not subject to the BEAT. The difference between the statutory rate and the Company’s effective tax rate for the three months ended March 31, 2024 was primarily due to valuation allowances on U.S. and UK tax assets. The effective tax rate for both periods were also impacted by state taxes and earnings realized in foreign jurisdictions.

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Note 12. Segment and geographic information

Segment Information

Our CODM is our CEO, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. We operate our business as one operating segment and therefore we have one reportable segment. The following table provides significant expenses included in segment operating income regularly provided to our CODM:


	Three Months Ended March 31,
	2025		2024
	(in thousands)
Revenue	$	167,621	$	152,123
Less:
Adjusted cost of revenue (1)	30,427		28,458
Adjusted sales and marketing expense (2)	51,363		52,211
Adjusted research and development expense (3)	28,339		27,612
Adjusted general and administrative expense (4)	19,850		21,710
Segment operating income	37,642		22,132

Adjustments and reconciling items:
Amortization expense	9,689		10,210
Stock-based compensation	24,395		20,579
Acquisition-related expense	2,054		2,388


Payroll taxes related to stock-based compensation	1,875		1,288
System transformation costs	3,229		1,869
Restructuring and other cost optimization charges	556		7,104
Extraordinary legal settlements and non-recurring litigation costs	—		(197)
Consolidated operating loss	$	(4,156)	$	(21,109)

(1) Adjusted cost of revenue includes cost of revenue in accordance with GAAP adjusted for amortization expense, stock-based compensation expense, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, and restructuring and other cost optimization charges.

(2) Adjusted sales and marketing expense includes sales and marketing expense in accordance with GAAP adjusted for stock-based compensation expense, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, and restructuring and other cost optimization charges.

(3) Adjusted research and development expense includes research and development expense in accordance with GAAP adjusted for stock-based compensation expense, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, and restructuring and other cost optimization charges.

(4) Adjusted general and administrative expense includes general and administrative expense in accordance with GAAP adjusted for stock-based compensation expense, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, and extraordinary legal settlements and non-recurring litigation costs.

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Our CODM does not review segment asset information for purposes of making operating decisions, assessing financial performance, or allocating resources.

Geographic Information

Revenue by geographic region as determined based on the location where the sale originated were as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
The Americas (1)		$	109,256	$	101,616
Europe, the Middle East, India, and Africa		43,446		39,013
Asia Pacific		14,919		11,494
		$	167,621	$	152,123

(1) The vast majority of our Americas revenue comes from the U.S.

Note 13. Restructuring activities

On January 25, 2024, the Company announced a workforce reduction plan intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The workforce reduction plan impacted approximately 6% of the Company’s full-time employees. The workforce reduction plan was substantially complete by the end of the second quarter of 2024.

The following table summarizes restructuring charges incurred for the periods indicated:


	Three Months Ended March 31,				Total Restructuring Charges Incurred to Date
	2025		2024
	(in thousands)
Cost of revenue:
Subscription	$	—	$	10	$	7
Sales and marketing	9		5,571		7,313
Research and development	—		734		709
General and administrative	58		748		1,445
	$	67	$	7,063	$	9,474

The table above does not include immaterial amounts related to leases recorded to restructuring charges.

The following table summarizes our restructuring liability included in accrued liabilities in the condensed consolidated balance sheet (in thousands):


Balance, December 31, 2024	$	1,229
Restructuring charges	67
Cash payments	(1,190)
Balance, March 31, 2025	$	106

Note 14. Subsequent events

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JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

such as education and healthcare. With Identity Automation, Jamf will combine identity with device access in one unique solution, helping ensure secure devices and application access.

Under the terms of the Identity Automation Purchase Agreement, Jamf acquired 100% of the equity interest in Identity Automation for total purchase consideration of $216.1 million, which included $176.1 million paid upon closing and deferred consideration of $40.0 million to be paid on October 1, 2025. The cash consideration paid upon closing was funded with the Company’s cash on hand.

The initial accounting for the business combination is incomplete at the time of this filing due to the limited amount of time between the acquisition date and the date these financial statements were issued.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates, and financial results or our plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•the impact of adverse general and industry-specific economic and market conditions and reductions in IT spending, including uncertainty caused by economic downturns, supply chain disruptions, and volatility in the global trade environment including increased and proposed tariffs and potentially retaliatory trade regulations;

•the potential impact of customer dissatisfaction with Apple or other negative events affecting Apple services and devices, including the effects of proposed or imposed tariffs that may apply to the production or components of Apple products, and failure of enterprises to adopt Apple products;

•the potentially adverse impact of changes in features and functionality by Apple and other third parties on our engineering focus or product development efforts;

•changes in our continued relationship with Apple;

•the fact that we are not party to any exclusive agreements or arrangements with Apple;

•our reliance, in part, on channel and other partners for the sale and distribution of our products;

•our ability to successfully develop new products or materially enhance current products through our research and development efforts;

•our ability to continue to attract new customers and maintain and expand our relationships with our current customers;

•our ability to correctly estimate market opportunity and forecast market growth;

•our ability to effectively manage our future growth;

•our dependence on one of our products for a substantial portion of our revenue;

•our ability to change our pricing models, if necessary, to compete successfully;

•our ability to meet service-level commitments under our subscription agreements;

•our ability to maintain, enhance, and protect our brand;

•our ability to attract and retain highly qualified personnel and maintain our corporate culture, including as a result of our recent workforce reduction;

•the ability of Jamf Nation to thrive and grow as we expand our business and the potential impact of inaccurate, incomplete, or misleading content that is posted on Jamf Nation;

•our ability to offer high-quality support;

•risks and uncertainties associated with acquisitions, divestitures, and strategic investments, including our recent acquisition of Identity Automation;

•our ability to predict and respond to rapidly evolving technological trends and our customers’ changing needs;

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•our ability to effectively implement, use, and market artificial intelligence/machine learning technologies;

•our ability to compete with existing and new companies;

•risks associated with competitive challenges faced by our customers;

•the impact of our often long and unpredictable sales cycle;

•our ability to effectively expand and develop our sales and marketing capabilities;

•the risks associated with free trials and other inbound, lead-generation sales strategies;

•the risks associated with indemnity provisions in our contracts;

•risks associated with cybersecurity events;

•the impact of real or perceived errors, failures, or bugs in our products;

•the impact of general disruptions to data transmission;

•risks associated with stringent and changing privacy laws, regulations, and standards, and information security policies and contractual obligations related to data privacy and security;

•the risks associated with intellectual property infringement, misappropriation, or other claims;

•our reliance on third-party software and intellectual property licenses;

•our ability to obtain, protect, enforce, and maintain our intellectual property and proprietary rights;

•the risks associated with our use of open source software in our products;

•risks associated with our recent systems transformation implementation;

•the impact of delays or outages of our cloud services from any disruptions, capacity limitations, or interferences of third-party data centers that host our cloud services, including AWS and Azure;

•risks related to our indebtedness, including our ability to raise the funds necessary to settle conversions of our convertible senior notes, repurchase our convertible senior notes upon a fundamental change, or repay our convertible senior notes in cash at their maturity;

•risks related to regional instabilities and hostilities (including the impact of the wars in Israel and Eastern Europe, and heightened tensions between China and Taiwan and any escalation of the foregoing), government trade or similar regulatory actions, and other general political conditions globally and in the markets in which we do business; and

•other factors disclosed in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented by our subsequent Quarterly Reports on Form 10-Q.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our subsequent Quarterly Reports on Form 10-Q. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if

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substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as otherwise required by law.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and the related notes in our Annual Report on Form 10-K for the year ended December 31, 2024. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below, elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2024, and in our subsequent Quarterly Reports on Form 10-Q, particularly in the sections entitled “Risk Factors” and “Forward-Looking Statements.”

Overview

Jamf was founded in 2002, around the same time that Apple was leading an industry transformation. Apple transformed the way people access and utilize technology through its focus on creating a superior consumer experience. With the release of revolutionary products like the Mac, iPod, iPhone, iPad, Apple Watch, and Apple TV, Apple built one of the world’s most valuable brands and became ubiquitous in everyday life.

We have built our company through a primary focus on being the leading solution for Apple in the enterprise because we believe that due to Apple’s broad range of devices, combined with the changing demographics of today’s workforce and their strong preference for Apple, Apple will become the number one device ecosystem in the enterprise by the end of this decade. We believe that the enterprise management provider that is best at Apple will one day be the enterprise leader, and that Jamf is best positioned for that leadership. Through our long-standing relationship with Apple, we have accumulated significant Apple technical experience and expertise that give us the ability to fully and quickly leverage and extend the capabilities of Apple products, operating systems, and services, while protecting devices with our differentiated Apple-first security solutions. This expertise enables us to fully support new innovations and operating system releases the moment they are made available by Apple. This focus has allowed us to create a best-in-class user experience in the enterprise.

We sell our SaaS solutions via a subscription model, through a direct sales force, online, and indirectly via our channel and other strategic partners, including Apple. Our multi-dimensional go-to-market model and primarily cloud-deployed offering enable us to reach organizations around the world, large and small, with our software solutions.

On April 1, 2025, the Company completed its previously announced acquisition of Identity Automation. Identity Automation is a dynamic identity and access management platform for industries that are defined by frequent role adjustments, such as education and healthcare. With Identity Automation, Jamf will combine identity with device access in one unique solution, helping ensure secure devices and application access. We financed the acquisition with cash on hand. See Note 14 of our condensed consolidated financial statements for more information.

Key Factors Affecting Our Performance

New customer growth. Our ability to attract new customers is dependent upon a number of factors, including the effectiveness of our pricing and solutions, the features and pricing of our competitors’ offerings, the effectiveness of our marketing efforts, the effectiveness of our channel partners in selling, marketing, and deploying our software solutions, the growth of the market for devices and services for SMBs, enterprises, and other organizations, and the continued demand for Apple products. Our growth requires continued adoption of our platform by new customers. We intend to continue to invest in building brand awareness as we further penetrate our addressable markets. We intend to expand our customer base by continuing to make significant and targeted investments in our direct sales and marketing to attract new customers and to drive broader awareness of our software solutions.

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Existing customer retention and expansion. Our ability to increase revenue depends in large part on our ability to retain our existing customers and increase revenue from our existing customer base. Customer retention and expansion is dependent upon a number of factors, including their satisfaction with our software solutions and support, the features and pricing of our competitors’ offerings, and our ability to effectively enhance our platform by developing new products and features and addressing additional use cases. Often our customers will begin with a small deployment and then later expand their usage more broadly within the organization as they realize the benefits of our platform. We believe that our “land and expand” business model allows us to efficiently increase revenue from our existing customer base. We intend to continue to invest in enhancing awareness of our software solutions, creating additional use cases, and developing more products, features, and functionality, which we believe are important factors to expand usage of our software solutions by our existing customer base. We believe our ability to retain and expand usage of our software solutions by our existing customer base is evidenced by our dollar-based net retention rate.

Product innovation and technology leadership. Our success is dependent on our ability to sustain product innovation and technology leadership in order to maintain our competitive advantage. We believe that we have built a highly differentiated platform, and we intend to further extend the adoption of our platform through additional innovation. While sales of subscriptions to our Jamf Pro product account for a substantial portion of our revenue, we intend to continue to invest in building additional products, features, and functionality that expand our capabilities and facilitate the extension of our platform to new use cases. Our future success is dependent on our ability to successfully develop, market, and sell additional products to both new and existing customers. For example, on April 1, 2025, we completed our acquisition of Identity Automation, a dynamic identity and access management platform for industries that are defined by frequent role adjustments, such as education and healthcare.

Investment in growth. Our ability to effectively invest for growth is dependent upon a number of factors, including our ability to offset anticipated increases in operating expenses with revenue growth, our ability to spend our research and development budget efficiently or effectively on compelling innovation and technologies, our ability to accurately predict costs, and our ability to maintain our corporate culture as our business evolves. We plan to continue strategically investing in our business so we can capitalize on our market opportunity. We intend to invest in our sales team to target expansion within our midmarket and enterprise customers and to attract new customers. We expect to continue to make strategically focused investments in marketing to drive brand awareness and enhance the effectiveness of our customer acquisition model. We also intend to continue to invest in our research and development team to develop new and improved products, features, and functionality. Although these investments may increase our operating expenses in certain periods and, as a result, adversely affect our operating results in the near term, we believe they will contribute to our long-term growth.

International expansion. Our international growth in any region depends on our ability to effectively implement our business processes and go-to-market strategy, our ability to adapt to market or cultural differences, the general competitive landscape, our ability to invest in our sales and marketing channels, the maturity and growth trajectory of devices and services by region, and our brand awareness and perception. In addition, global demand for our platform and the growth of our international operations is dependent upon the rate of market adoption of Apple products in international markets. We plan to continue making investments in our international sales and marketing channels to take advantage of this market opportunity while refining our go-to-market approach based on local market dynamics. While we believe global demand for our platform will increase as international adoption of Apple products and market awareness of Jamf grows, our ability to conduct our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a growing business in an environment of multiple languages, cultures, customs, legal and regulatory systems (including with respect to data transfer and privacy), alternative dispute systems, commercial markets, and geopolitical and global market challenges.

Partner network development. Our success is dependent not only on our independent efforts to innovate, scale, and reach more customers directly but also on the success of our partners to continue to gain share in the enterprise. With a focus on the user and being the bridge between critical technologies — with Apple, Microsoft, AWS, Google, and Okta as examples — we believe we can help other market participants deliver more to enterprise users with the power of Jamf. We will continue to invest in the relationships with our existing, critical partners, nurture and develop new relationships, and do so globally. We will continue to invest in developing “plus one” solutions and workflows that help tie our software solutions together with those delivered by others.

Continued demand for Apple products and general and industry-specific economic and market conditions and reductions in IT spending. Our revenue, results of operations, and cash flows depend on the overall demand for Apple products and our products. The U.S. and other key international economies are impacted by high levels of inflation, elevated interest rates, supply chain disruptions, volatility in credit, equity, and foreign exchange markets, the Russia-Ukraine war, financial instability and instability in the global trade environment including resulting from recent U.S. tariff announcements, potential retaliatory measures by other countries, uncertainty surrounding trade relations, and overall economic uncertainty. These factors

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could continue to pose the risk of reductions in IT spending by our existing and prospective customers or in requests to renegotiate existing contracts, defaults on payments due on existing contracts, or non-renewals. As result of macroeconomic uncertainty, some of our customers have continued to take a more moderate outlook when planning their future hiring and device growth needs.

Key Business Metrics

In addition to our GAAP financial information, we review several operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Annual Recurring Revenue

ARR represents the annualized value of all subscription and support and maintenance contracts as of the end of the period. ARR mitigates fluctuations due to seasonality, contract term, and the sales mix of subscriptions for term-based licenses and SaaS. ARR is calculated on a constant currency basis using a rate that estimates the exchange rate at the beginning of the year. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and deferred revenue and is not intended to be combined with or to replace either of those items. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our customers.

Our ARR was $657.9 million and $602.4 million as of March 31, 2025 and 2024, respectively, which is an increase of 9% year-over-year. The growth in our ARR was primarily driven by device expansion, cross-selling additional solutions to our installed customer base, and the addition of new customers.

Dollar-Based Net Retention Rate

To further illustrate the “land and expand” economics of our customer relationships, we examine the rate at which our customers increase their subscriptions for our software solutions. Our dollar-based net retention rate measures our ability to increase revenue across our existing customer base through expanded use of our software solutions, offset by customers whose subscription contracts with us are not renewed or renew at a lower amount.

We calculate dollar-based net retention rate as of a period end by starting with Prior Period ARR. We then calculate the Current Period ARR. Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months but excludes ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the dollar-based net retention rate.

Our dollar-based net retention rates were 104% and 107% for the trailing twelve months ended March 31, 2025 and 2024, respectively.

Components of Results of Operations

Revenue

We recognize revenue under ASC 606 when or as performance obligations are satisfied. We derive revenue primarily from sales of SaaS subscriptions and support and maintenance contracts and, to a lesser extent, sales of on-premise term-based subscriptions and perpetual licenses and services.

Subscription. Subscription revenue consists of sales of SaaS subscriptions and on-premise term-based subscription licenses as well as support and maintenance contracts. We sell our software solutions primarily with a one-year contract term. We typically invoice SaaS subscription fees and support and maintenance fees annually in advance and recognize revenue ratably over the term of the applicable agreement, provided that all other revenue recognition criteria have been satisfied. The license portion of on-premise subscription revenue is recognized upfront, assuming all revenue recognition criteria are satisfied. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

Services. Services revenue consists primarily of professional services provided to our customers to configure and optimize the use of our software solutions, as well as training services related to the operation of our software solutions. Our services are priced on a fixed fee basis and generally invoiced in advance of the service being delivered. Revenue is recognized as the services are performed.

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License. License revenue consists of revenue from on-premise perpetual licenses of our Jamf Pro product sold primarily to existing customers. We recognize license revenue upfront, assuming all revenue recognition criteria are satisfied.

Cost of Revenue

Cost of subscription. Cost of subscription revenue consists primarily of employee compensation costs for employees associated with supporting our subscription and support and maintenance arrangements, our customer success function, and third-party hosting fees related to our cloud services. Employee compensation and related costs include cash compensation and benefits to employees and associated overhead costs.

Cost of services. Cost of services revenue consists primarily of employee compensation costs directly associated with delivery of professional services and training, costs of third-party integrators, and other associated overhead costs.

Amortization. Amortization expense consists of amortization of acquired intangible assets.

Gross Profit

Gross profit, or revenue less cost of revenue, has been and will continue to be affected by various factors, including the mix of cloud-based subscription customers, the costs associated with supporting our cloud solution, the extent to which we expand our customer support team, and the extent to which we can increase the efficiency of our technology and infrastructure through technological improvements.

Operating Expenses

Sales and marketing. Sales and marketing expenses consist primarily of employee compensation costs, sales commissions, costs of general marketing and promotional activities, travel-related expenses, restructuring and other cost optimization charges, and allocated overhead. Sales commissions as well as associated payroll taxes and retirement plan contributions (together, “contract costs”) that are incremental to the acquisition of customer contracts are capitalized and amortized over the period of benefit, which is estimated to be generally five years.

Research and development. Research and development expenses consist primarily of personnel costs, restructuring and other cost optimization charges, and allocated overhead. We will continue to invest in innovation so that we can offer our customers new solutions and enhance our existing solutions. See “Business — Research and Development” in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information.

General and administrative. General and administrative expenses consist primarily of employee compensation costs for corporate personnel, such as those in our executive, human resource, facilities, accounting and finance, legal and compliance, and IT departments. General and administrative expenses also include non-personnel costs such as legal, accounting, and other professional fees. In addition, general and administrative expenses include acquisition and integration-related expenses, which primarily consist of third-party expenses, such as legal and accounting fees, as well as expense recognized for deferred compensation related to the acquisition of dataJAR. General and administrative expenses also include system transformation costs, which are primarily associated with the implementation of sales software and software supporting our business including enterprise resource planning, as well as the implementation of other systems to upgrade processes, governance, and systems. General and administrative expenses also include restructuring and other cost optimization charges.

Amortization. Amortization expense consists of amortization of acquired intangible assets.

Interest Income, Net

Interest income, net primarily consists of interest income earned on our cash and cash equivalents as well as interest charges and amortization of capitalized issuance costs related to our 2026 Notes.

Foreign Currency Transaction Gain (Loss)

Foreign currency transaction gain (loss) includes gains and losses from transactions denominated in a currency other than the Company’s functional currency, the U.S. dollar.

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Income Tax Benefit (Provision)

Income tax benefit (provision) consists primarily of income taxes related to U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we conduct business.

Results of Operations

The following table sets forth our condensed consolidated statements of operations data for the periods indicated:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Revenue:
Subscription		$	164,224	$	148,353
Services		3,397		3,706
License		—		64
Total revenue		167,621		152,123
Cost of revenue:
Cost of subscription(1)(2)(3)(5)(6) (exclusive of amortization expense shown below)		30,702		28,010
Cost of services(1)(2)(3)(4)(5) (exclusive of amortization expense shown below)		3,549		3,770
Amortization expense		2,851		3,312
Total cost of revenue		37,102		35,092
Gross profit		130,519		117,031
Operating expenses:
Sales and marketing(1)(2)(3)(5)(6)		59,712		64,782
Research and development(1)(2)(3)(4)(5)(6)		35,457		34,262
General and administrative(1)(2)(3)(4)(5)(6)(7)		32,668		32,198
Amortization expense		6,838		6,898
Total operating expenses		134,675		138,140
Loss from operations		(4,156)		(21,109)
Interest income, net		1,328		2,040
Foreign currency transaction gain (loss)		3,181		(412)
Income (loss) before income tax benefit (provision)		353		(19,481)
Income tax benefit (provision)		176		(1,043)
Net income (loss)		$	529	$	(20,524)

(1) Includes stock-based compensation as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Cost of revenue:
Subscription		$	3,061	$	2,628
Services		390		412
Sales and marketing		7,174		6,389
Research and development		6,331		5,431
General and administrative		7,439		5,719
		$	24,395	$	20,579

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(2) Includes payroll taxes related to stock-based compensation as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Cost of revenue:
Subscription		$	197	$	137
Services		52		24
Sales and marketing		727		560
Research and development		470		302
General and administrative		429		265
		$	1,875	$	1,288

(3) Includes depreciation expense as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Cost of revenue:
Subscription		$	352	$	298
Services		45		47
Sales and marketing		657		733
Research and development		465		444
General and administrative		286		258
		$	1,805	$	1,780

(4) Includes acquisition-related expense as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Cost of revenue:

Services		$	—	$	79

Research and development		—		183
General and administrative		2,054		2,126
		$	2,054	$	2,388

(5) Includes system transformation costs as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Cost of revenue:
Subscription		$	107	$	32
Services		13		—
Sales and marketing		339		51
Research and development		141		—
General and administrative		2,629		1,786
		$	3,229	$	1,869

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(6) Includes restructuring and other cost optimization charges as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Cost of revenue:
Subscription		$	4	$	10
Sales and marketing		109		5,571
Research and development		176		734
General and administrative		267		789
		$	556	$	7,104

(7) General and administrative also includes the following:


	Three Months Ended March 31,
		2025		2024
		(in thousands)

Extraordinary legal settlements and non-recurring litigation costs		$	—	$	(197)

The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of total revenue for the periods indicated:


	Three Months Ended March 31,
		2025		2024
		(as a percentage of total revenue)
Revenue:
Subscription		98	%	98	%
Services		2		2
License		—		—
Total revenue		100		100
Cost of revenue:
Cost of subscription (exclusive of amortization expense shown below)		18		18
Cost of services (exclusive of amortization expense shown below)		2		3
Amortization expense		2		2
Total cost of revenue		22		23
Gross profit		78		77
Operating expenses:
Sales and marketing		36		43
Research and development		21		23
General and administrative		19		21
Amortization expense		4		4
Total operating expenses		80		91
Loss from operations		(2)		(14)
Interest income, net		1		1
Foreign currency transaction gain (loss)		1		—
Income (loss) before income tax benefit (provision)		—		(13)
Income tax benefit (provision)		—		—
Net income (loss)		—	%	(13)	%

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Comparison of the Three Months Ended March 31, 2025 and 2024

Revenue


	Three Months Ended March 31,	Change
		2025		2024		$		%
		(in thousands, except percentages)
SaaS subscription and support and maintenance		$	155,628	$	142,406	$	13,222	9	%
On-premise subscription		8,596		5,947		2,649		45
Subscription revenue		164,224		148,353		15,871		11
Professional services		3,397		3,706		(309)		(8)
Perpetual licenses		—		64		(64)		(100)
Non-subscription revenue		3,397		3,770		(373)		(10)
Total revenue		$	167,621	$	152,123	$	15,498	10	%

For the three months ended March 31, 2025, total revenue increased as a result of higher subscription revenue. Subscription revenue accounted for 98% of total revenue for both the three months ended March 31, 2025 and 2024. The increase in subscription revenue was driven by device expansion, cross-selling, and the addition of new customers.

Cost of Revenue and Gross Margin


	Three Months Ended March 31,	Change
		2025		2024		$		%
		(in thousands, except percentages)
Cost of revenue:
Cost of subscription (exclusive of amortization expense shown below)		$	30,702	$	28,010	$	2,692	10	%
Cost of services (exclusive of amortization expense show below)		3,549		3,770		(221)		(6)
Amortization expense		2,851		3,312		(461)		(14)
Total cost of revenue		$	37,102	$	35,092	$	2,010	6	%
Gross margin		78%		77%

For the three months ended March 31, 2025, cost of revenue increased due to an increase in cost of subscription revenue. Cost of subscription revenue increased primarily due to a $1.4 million increase in employee compensation costs, a $0.9 million increase in computer hardware and software costs, and a $0.5 million increase in stock-based compensation expense and related payroll taxes.

Operating Expenses


	Three Months Ended March 31,	Change
		2025		2024		$		%
		(in thousands, except percentages)
Operating expenses:
Sales and marketing		$	59,712	$	64,782	$	(5,070)	(8)	%
Research and development		35,457		34,262		1,195		3
General and administrative		32,668		32,198		470		1
Amortization expense		6,838		6,898		(60)		(1)
Operating expenses		$	134,675	$	138,140	$	(3,465)	(3)	%

For the three months ended March 31, 2025, sales and marketing expenses decreased primarily due to a $5.5 million decrease in restructuring and other cost optimization charges and a $1.7 million decrease in employee compensation costs, partially offset by a $1.0 million increase in stock-based compensation and related payroll taxes and a $0.3 million increase in marketing costs.

For the three months ended March 31, 2025, research and development expenses increased primarily due to a $1.1 million increase in stock-based compensation and related payroll taxes.

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For the three months ended March 31, 2025, general and administrative expenses increased primarily due to a $1.9 million increase in stock-based compensation expense and related payroll taxes, partially offset by a $0.9 million decrease in outside services and a $0.5 million decrease in restructuring and other cost optimization charges.

Interest Income, Net


	Three Months Ended March 31,	Change
		2025		2024		$		%
		(in thousands, except percentages)
Interest income, net		$	1,328	$	2,040	$	(712)	(35)	%

For the three months ended March 31, 2025, interest income, net decreased primarily due to lower earned interest rates and lower average invested balances.

Foreign Currency Transaction Gain (Loss)


	Three Months Ended March 31,	Change
		2025		2024		$		%
		(in thousands, except percentages)
Foreign currency transaction gain (loss)		$	3,181	$	(412)	$	3,593	NM

NM Not Meaningful.

For the three months ended March 31, 2025, the change in foreign currency transaction gain (loss) was primarily due to the impact of changes in foreign currency exchange rates, primarily the GBP and EUR.

Income Tax Benefit (Provision)


	Three Months Ended March 31,	Change
		2025			2024			$		%
		(in thousands, except percentages)
Income tax benefit (provision)		$	176		$	(1,043)		$	1,219	NM
Effective tax rate		(49.9)		%	(5.4)		%

NM Not Meaningful.

The change in the effective tax rate for the three months ended March 31, 2025 compared to the prior year period was primarily due to the impact of the BEAT, which we were not subject to prior to the first quarter of 2025. See Note 11 of our condensed consolidated financial statements for additional information.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe the following non-GAAP financial measures are useful in evaluating our operating performance. We believe that non-GAAP financial measures, when taken collectively with GAAP financial measures, may be helpful to investors because they provide consistency and comparability with our past financial performance (for example, by eliminating items that fluctuate for reasons unrelated to operating performance or that represent non-recurring, one-time events), provide additional understanding of factors and trends affecting our business, and assist in comparisons with other companies, some of which use similar non-GAAP information to supplement their GAAP results.

Certain of these non-GAAP measures exclude amortization expense, stock-based compensation expense, foreign currency transaction (gain) loss, amortization of debt issuance costs, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, and extraordinary legal settlements and non-recurring litigation costs. Acquisition-related expense includes acquisition and integration-related expenses which primarily consist of third-party expenses, such as legal and accounting fees, as well as expense recognized for deferred compensation related to the acquisition of dataJAR. System transformation costs are primarily associated with the implementation of updated sales software and software supporting our business including enterprise resource planning, as well as the implementation of other systems to upgrade processes, governance, and systems. System transformation costs include costs that were expensed as incurred and the amortization of capitalized costs. The transformation included a comprehensive redesign of our systems, including the quoting, contracting, and invoicing processes, and the systems and tools we use.

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Our non-GAAP financial measures are presented for supplemental informational purposes only, and should not be considered a substitute for financial measures presented in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude certain expenses that are required by GAAP to be recorded in our financial statements, including stock-based compensation expense and amortization of acquired intangible assets. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by our management about which expenses are excluded or included in determining these non-GAAP financial measures. Further, non-GAAP financial measures are not standardized. It may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. While the amortization expense of acquired intangible assets is excluded from certain non-GAAP measures, the revenue related to acquired intangible assets is reflected in such measures as those assets contribute to revenue generation. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. In addition, investors are encouraged to review our condensed consolidated financial statements and the notes thereto in their entirety and not to rely on any single financial measure.

Non-GAAP Gross Profit and Non-GAAP Gross Profit Margin

We use non-GAAP gross profit and non-GAAP gross profit margin, and believe it is useful to our investors, to understand and evaluate our operating performance and trends and to prepare and approve our annual budget. We define non-GAAP gross profit as gross profit, adjusted for amortization expense, stock-based compensation expense, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, and restructuring and other cost optimization charges. We define non-GAAP gross profit margin as non-GAAP gross profit as a percentage of total revenue.

A reconciliation of non-GAAP gross profit to gross profit and non-GAAP gross profit margin to gross profit margin, the most directly comparable GAAP measures, are as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Gross profit		$	130,519	$	117,031
Amortization expense		2,851		3,312
Stock-based compensation		3,451		3,040
Acquisition-related expense		—		79
Payroll taxes related to stock-based compensation		249		161
System transformation costs		120		32
Restructuring and other cost optimization charges		4		10
Non-GAAP gross profit		$	137,194	$	123,665
Gross profit margin		78%		77%
Non-GAAP gross profit margin		82%		81%

Non-GAAP Operating Income and Non-GAAP Operating Income Margin

We use non-GAAP operating income and non-GAAP operating income margin, and believe it is useful for our investors, to understand and evaluate our operating performance and trends, to prepare and approve our annual budget, and to develop short-term and long-term operating plans. We define non-GAAP operating income as operating loss, adjusted for amortization expense, stock-based compensation expense, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, and extraordinary legal settlements and non-recurring litigation costs. We define non-GAAP operating income margin as non-GAAP operating income as a percentage of total revenue.

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A reconciliation of non-GAAP operating income to operating loss and non-GAAP operating income margin to operating loss margin, the most directly comparable GAAP measures, are as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Operating loss		$	(4,156)	$	(21,109)
Amortization expense		9,689		10,210
Stock-based compensation		24,395		20,579
Acquisition-related expense		2,054		2,388

Payroll taxes related to stock-based compensation		1,875		1,288
System transformation costs		3,229		1,869
Restructuring and other cost optimization charges		556		7,104
Extraordinary legal settlements and non-recurring litigation costs		—		(197)
Non-GAAP operating income		$	37,642	$	22,132
Operating loss margin		(2)%		(14)%
Non-GAAP operating income margin		22%		15%

Non-GAAP Net Income

We use non-GAAP net income, and believe it is useful for our investors, to understand and evaluate our operating performance and trends. We define non-GAAP net income as net income (loss), adjusted for income tax benefit (provision), amortization expense, stock-based compensation expense, foreign currency transaction (gain) loss, amortization of debt issuance costs, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, and extraordinary legal settlements and non-recurring litigation costs, and adjustment to income tax expense based on the non-GAAP measure of profitability using our blended U.S. statutory tax rate.

We define non-GAAP income before income taxes as income (loss) before income taxes adjusted for amortization expense, stock-based compensation expense, foreign currency transaction (gain) loss, amortization of debt issuance costs, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, and extraordinary legal settlements and non-recurring litigation costs.

We define non-GAAP provision for income taxes as the current and deferred income tax expense commensurate with the non-GAAP measure of profitability using our blended U.S. statutory tax rate.

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A reconciliation of non-GAAP net income to net income (loss), the most directly comparable GAAP measure, is as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Net income (loss)		$	529	$	(20,524)
Exclude: income tax benefit (provision)		176		(1,043)
Income (loss) before income tax benefit (provision)		353		(19,481)
Amortization expense		9,689		10,210
Stock-based compensation		24,395		20,579
Foreign currency transaction (gain) loss		(3,181)		412
Amortization of debt issuance costs		725		689
Acquisition-related expense		2,054		2,388

Payroll taxes related to stock-based compensation		1,875		1,288
System transformation costs		3,229		1,869
Restructuring and other cost optimization charges		556		7,104
Extraordinary legal settlements and non-recurring litigation costs		—		(197)
Non-GAAP income before income taxes		39,695		24,861
Non-GAAP provision for income taxes (1)		(9,527)		(5,967)
Non-GAAP net income		$	30,168	$	18,894

(1) In accordance with the SEC’s Non-GAAP Financial Measures Compliance and Disclosure Interpretation, the Company’s blended U.S. statutory rate of 24% is used as an estimate for the current and deferred income tax expense associated with our non-GAAP income before income taxes.

Adjusted EBITDA

We define adjusted EBITDA as net income (loss), adjusted for interest income, net, (benefit) provision for income taxes, depreciation expense, amortization expense, stock-based compensation expense, foreign currency transaction (gain) loss, acquisition-related expense, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, and extraordinary legal settlements and non-recurring litigation costs.

A reconciliation of adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, is as follows:


	Three Months Ended March 31,
		2025		2024
		(in thousands)
Net income (loss)		$	529	$	(20,524)
Interest income, net		(1,328)		(2,040)
(Benefit) provision for income taxes		(176)		1,043
Depreciation expense		1,805		1,780
Amortization expense		9,689		10,210
Stock-based compensation		24,395		20,579
Foreign currency transaction (gain) loss		(3,181)		412
Acquisition-related expense		2,054		2,388

Payroll taxes related to stock-based compensation		1,875		1,288
System transformation costs		3,229		1,869
Restructuring and other cost optimization charges		556		7,104
Extraordinary legal settlements and non-recurring litigation costs		—		(197)
Adjusted EBITDA		$	39,447	$	23,912

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Liquidity and Capital Resources

General

As of March 31, 2025, our principal sources of liquidity were cash and cash equivalents totaling $222.4 million, which were held for general corporate purposes, which may include working capital, capital expenditures, and potential acquisitions and strategic transactions, as well as the available balance of the 2024 Revolving Credit Facility of $173.9 million. Our cash and cash equivalents are comprised of cash, money market deposit accounts, and money market funds with original maturities at the time of purchase of three months or less. Our cash and cash equivalents are held at a diversified portfolio of investment grade global banks and money market investments. We expect that our operating cash flows, in addition to our cash and cash equivalents, will enable us to make continued investments in supporting the growth of our business in the future.

A majority of our customers pay in advance for subscriptions and support and maintenance contracts, a portion of which is recorded as deferred revenue. Deferred revenue consists of the unearned portion of billed fees for our subscriptions, which is later recognized as revenue in accordance with our revenue recognition policy. As of March 31, 2025, we had deferred revenue of $379.1 million, of which $327.0 million was recorded as a current liability and is expected to be recognized as revenue in the next 12 months, provided all other revenue recognition criteria have been met.

As of March 31, 2025, there were no amounts outstanding under the 2024 Credit Agreement, other than $1.1 million in outstanding letters of credit. As of March 31, 2025, there was $370.1 million outstanding on our 2026 Notes, which mature on September 1, 2026. See Note 8 of our condensed consolidated financial statements for additional information on our 2024 Credit Agreement and 2026 Notes.

On April 1, 2025, the Company acquired Identity Automation for total purchase consideration of $216.1 million, which included $176.1 million paid upon closing and deferred consideration of $40.0 million to be paid on October 1, 2025. The cash consideration paid upon closing was funded with the Company’s cash on hand.

Future Liquidity and Capital Resource Requirements

We believe our cash and cash equivalents, the 2024 Revolving Credit Facility, and cash provided by sales of our software solutions and services will be sufficient to meet our working capital and capital expenditure needs, debt service requirements for at least the next 12 months, as well as other known long-term cash requirements. Our future capital requirements will depend on many factors including our growth rate, market conditions, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced products and services offerings, and the continuing market acceptance of our products. In the future, we may use cash to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights.

As of March 31, 2025, our principal commitments consist of obligations under our 2026 Notes, contractual agreements for hosting services and other support software, and operating leases for office space. There have been no material changes to our commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Cash Flows

The following table presents a summary of our condensed consolidated cash flows from operating, investing, and financing activities:


	Three Months Ended March 31,
	2025		2024
	(in thousands)
Net cash provided by (used in) operating activities	$	4,066	$	(15,904)
Net cash used in investing activities	(6,039)		(3,230)
Net cash (used in) provided by financing activities	(3,600)		280
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(269)		(184)
Net decrease in cash, cash equivalents, and restricted cash	(5,842)		(19,038)
Cash, cash equivalents, and restricted cash, beginning of period	228,344		250,809
Cash, cash equivalents, and restricted cash, end of period	$	222,502	$	231,771
Cash paid for interest	$	349	$	314
Cash paid for purchases of equipment and leasehold improvements	3,049		1,755

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Operating Activities

Our largest source of operating cash is cash collections from our subscription customers. Our primary use of cash from operating activities is employee-related expenditures, marketing expenses, and third-party hosting costs.

During the three months ended March 31, 2025, net cash provided by operating activities was $4.1 million compared to net cash used in operating activities of $15.9 million for the three months ended March 31, 2024. The change was primarily attributable to an increase in cash received from our customers, a $5.7 million decrease in cash paid for system transformation costs, and a $4.8 million decrease in cash paid for restructuring and other cost optimization charges.

Investing Activities

During the three months ended March 31, 2025, net cash used in investing activities was $6.0 million, an increase of $2.8 million compared to the three months ended March 31, 2024. The increase was primarily attributable to a $1.5 million increase in purchases of investments and a $1.3 million increase in purchases of equipment and leasehold improvements.

Financing Activities

During the three months ended March 31, 2025, net cash used in financing activities was $3.6 million compared to net cash provided by financing activities of $0.3 million for the three months ended March 31, 2024. The change was primarily attributable to the release of the ZecOps escrow of $3.6 million in the first quarter of 2025.

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, channel partners, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement, misappropriation, or other violation claims made by third parties. See “Risk Factors — We have indemnity provisions under our contracts with our customers, partners, and other third parties, which could have a material adverse effect on our business” in our Annual Report on Form 10-K for the year ended December 31, 2024. In addition, we have entered into indemnification agreements with our directors and certain officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could have a material effect on our condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss), or condensed consolidated statements of cash flows.

Critical Accounting Estimates

Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements. The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. We base our estimates on experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates, impacting our reported results of operations and financial condition.

There have been no material changes to our critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024. Refer to “Note 2 — Summary of significant accounting policies” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more detailed information regarding these and other accounting policies.

Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see “Note 2 — Summary of significant accounting policies” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes to our quantitative and qualitative disclosures about market risk during the three months ended March 31, 2025. See Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the year ended December 31, 2024 for a detailed discussion of our market risks.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Exchange Act that are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2025.

Changes in Internal Control

There have been no changes in internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth in “Note 7 — Commitments and contingencies” to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

From time to time, we are subject to legal proceedings and claims, including patent, commercial, product liability, employment, class action, whistleblower, and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. In addition, third parties may from time to time assert claims against us in the form of letters and other communications. Although the results of these proceedings, claims, inquiries, and investigations cannot be predicted with certainty, we do not believe that the final outcome of these matters is reasonably likely to have a material adverse effect on our business, financial condition, or results of operations. Our evaluation of any current matters may change in the future as the legal proceedings and claims and events related thereto unfold. Future litigation may be necessary to defend ourselves, our partners, and our customers by determining the scope, enforceability, and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors

This quarterly report should be read in conjunction with the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to the risk factors disclosed in Part 1, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

On March 17, 2025, Michelle Bucaria, the Company’s Chief People Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Bucaria’s trading plan provides for the potential sale of up to 61,010 shares of common stock, including upon the vesting of RSUs, subject to certain conditions, from on or about June 16, 2025 through the earlier of the date all of the shares under the plan are sold and March 31, 2026.

On January 3, 2025, John Strosahl, the Company’s Chief Executive Officer and one of the Company’s directors, terminated his trading plan intended to satisfy the requirements of Rule 10b5-1(c), originally adopted on September 30, 2024 for the sale of up 678,940 shares of the Company's common stock. The plan was originally scheduled to terminate on November 15, 2025.

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Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:


Exhibit Number						Description
2.1						Unit Purchase Agreement, dated as of March 3, 2025, by and among Jamf Holding Corp., JAMF Software, LLC, the members of Identity Automation Systems, LLC set forth in Schedule 1.1 thereto, and Spotlight Equity Partners, LLC, solely in its capacity as Sellers Representative (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on March 4, 2025).

3.1						Second Amended and Restated Certificate of Incorporation of Jamf Holding Corp., dated July 24, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on July 27, 2020).

3.2						Amended and Restated Bylaws of Jamf Holding Corp., dated July 24, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed with the SEC on July 27, 2020).

31.1						Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2						Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1*						Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, furnished herewith.

32.2*						Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, furnished herewith.

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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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 thereunto duly authorized.


	JAMF HOLDING CORP. (Registrant)

Date: May 6, 2025	By:	/s/ Anthony Grabenau
		Anthony Grabenau
		Chief Accounting Officer (Principal Accounting Officer)

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