jamf(JAMF) - 2025 Q2 - Quarterly Report

Glossary This section defines key acronyms and technical terms used throughout the financial report - The glossary defines key acronyms and terms used in the Form 10-Q, such as 'Company' (Jamf Holding Corp and subsidiaries), 'ARR' (Annual Recurring Revenue), 'ASC 606' (Revenue from Contracts with Customers), and 'Identity Automation' (the recently acquired entity)[9] Selected Key Terms and Definitions | Term | Definition | | :--- | :--------- | | 2024 Credit Agreement | Credit agreement, dated as of May 3, 2024 | | ARR | Annual Recurring Revenue | | 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 | | RSU | Restricted stock unit | | SaaS | Software-as-a-service | PART I. FINANCIAL INFORMATION This part presents the company's unaudited interim financial statements and management's analysis Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements of Jamf Holding Corp for the periods ended June 30, 2025, and December 31, 2024 - The financial statements are unaudited and prepared in accordance with GAAP and SEC rules for interim financial reporting, including all normal recurring adjustments[27][29] - Management's estimates and assumptions, such as revenue recognition, stock-based compensation, and fair values in business combinations, are crucial for financial statement preparation[30] Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheet Highlights (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $481,537 | $224,680 | | Total assets | $2,089,871 | $1,580,229 | | Total liabilities | $1,314,707 | $864,246 | | Total stockholders' equity | $775,164 | $715,983 | Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations Highlights (in thousands, except per share) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenue | $176,501 | $153,016 | $344,122 | $305,139 | | Net loss | $(20,875) | $(19,262) | $(20,346) | $(39,786) | | Net loss per share, basic | $(0.16) | $(0.15) | $(0.16) | $(0.31) | Condensed Consolidated Statements of Comprehensive Income (Loss) Condensed Consolidated Statements of Comprehensive Income (Loss) Highlights (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(20,875) | $(19,262) | $(20,346) | $(39,786) | | Foreign currency translation adjustments | $18,352 | $311 | $24,667 | $(1,501) | | Comprehensive (loss) income | $(2,523) | $(18,951) | $4,321 | $(41,287) | Condensed Consolidated Statements of Stockholders' Equity Condensed Consolidated Statements of Stockholders' Equity Highlights (in thousands) | Item | June 30, 2025 | June 30, 2024 | | :-------------------------- | :------------ | :------------ | | Total Stockholders' Equity | $775,164 | $692,250 | | Stock-based compensation (3M) | $27,812 | $26,283 | | Stock-based compensation (6M) | $52,207 | $46,862 | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | | Net cash provided by (used in) operating activities | $41,784 | $(1,591) | | Net cash used in investing activities | $(182,448) | $(5,538) | | Net cash provided by (used in) financing activities | $394,566 | $(38,947) | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $253,452 | $(46,292) | | Cash, cash equivalents, and restricted cash, end of period | $481,796 | $204,517 | Notes to Condensed Consolidated Financial Statements This section provides detailed notes supporting the condensed consolidated financial statements Note 1. Basis of presentation and description of business - Jamf Holding Corp specializes in managing and securing Apple devices in enterprise environments, offering a complete solution designed for security, simplicity, and privacy[26] - The unaudited interim financial statements are prepared in accordance with GAAP and SEC rules, consolidating all wholly-owned subsidiaries, and include management's estimates and assumptions[27][28][29][30] Note 2. Summary of significant accounting policies - The Company's significant accounting policies remain consistent with those in the 2024 Annual Report on Form 10-K, with no significant changes during the three and six months ended June 30, 2025[31] - As of June 30, 2025, the Company had $612.4 million in remaining performance obligations, with 67% expected to be recognized as revenue within the next 12 months[35][36] - The Company recorded a $0.9 million impairment loss on a strategic investment in Q2 2025, reflecting a fair value lower than the carrying value[42] Revenue Disaggregation (in thousands) | Revenue Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | SaaS subscription and support and maintenance | $166,563 | $146,101 | $322,191 | $288,507 | | On-premise subscription | $6,200 | $3,327 | $14,796 | $9,274 | | Subscription revenue | $172,763 | $149,428 | $336,987 | $297,781 | | Professional services | $3,735 | $3,497 | $7,132 | $7,203 | | Perpetual licenses | $3 | $91 | $3 | $155 | | Non-subscription revenue | $3,738 | $3,588 | $7,135 | $7,358 | | Total revenue | $176,501 | $153,016 | $344,122 | $305,139 | Note 3. Financial instruments fair value - The 2025 Term Loan's carrying value approximates its fair value, classified as Level 2, due to market-rate interest terms[50] Cash Equivalents Fair Value (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :------- | :------------ | :---------------- | | Money market funds (Level 1) | $381,675 | $133,523 | | Total cash equivalents | $381,675 | $133,523 | 2026 Notes Fair Value (in thousands) | Item | June 30, 2025 (Net Carrying Value) | June 30, 2025 (Estimated Fair Value) | December 31, 2024 (Net Carrying Value) | December 31, 2024 (Estimated Fair Value) | | :--- | :--------------------------------- | :--------------------------------- | :------------------------------------- | :------------------------------------- | | 2026 Notes | $370,779 | $336,375 | $369,514 | $341,981 | Note 4. Acquisitions - On April 1, 2025, Jamf acquired Identity Automation for $216.1 million, including $176.1 million paid at closing and $40.0 million deferred cash consideration, to integrate identity and access management with device access[51][52] - Goodwill of $155.6 million from the Identity Automation acquisition is primarily attributed to the acquired workforce and expected synergies, with $133.7 million deductible for income tax purposes[54] Preliminary Purchase Price Allocation for Identity Automation Acquisition (in thousands) | Assets Acquired / Liabilities Assumed | Amount | | :---------------------------------- | :----- | | Cash and cash equivalents | $473 | | Trade accounts receivable, net | $1,517 | | Deferred contract costs | $542 | | Prepaid expenses and other current assets | $1,186 | | Intangible assets acquired | $71,500 | | Other assets | $21 | | Accounts payable | $(1,248) | | Accrued liabilities | $(50) | | Income taxes payable | $(286) | | Deferred revenue | $(11,685) | | Deferred tax liability, net | $(1,523) | | Goodwill | $155,634 | | Total purchase consideration | $216,081 | Identifiable Intangible Assets Acquired from Identity Automation (in thousands) | Asset Category | Useful Life | Gross Value | | :------------- | :---------- | :---------- | | Customer relationships | 6.5 years | $37,400 | | Developed technology | 5.0 years | $33,600 | | Trademarks | 2.0 years | $500 | | Total identifiable intangible assets | 5.8 years (weighted-average) | $71,500 | Note 5. Goodwill and other intangible assets - Amortization expense for intangible assets was $13.0 million for Q2 2025 (up from $10.1 million in Q2 2024) and $22.7 million for H1 2025 (up from $20.3 million in H1 2024), with no impairments recorded[64] Goodwill Carrying Amount (in thousands) | Item | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Goodwill, beginning of period | $891,050 | $885,041 | $882,593 | $887,121 | | Goodwill acquired | $155,634 | — | $155,634 | — | | Foreign currency translation adjustment | $16,427 | $363 | $24,884 | $(1,717) | | Goodwill, end of period | $1,063,111 | $885,404 | $1,063,111 | $885,404 | Intangible Assets Other Than Goodwill (Net Carrying Value in thousands) | Asset Category | June 30, 2025 | December 31, 2024 | | :------------- | :------------ | :---------------- | | Trademarks | $2,010 | $3,716 | | Customer relationships | $139,324 | $113,184 | | Developed technology | $58,623 | $30,309 | | Non-competes | $162 | $382 | | Intellectual property | $205 | $232 | | Total intangible assets | $200,324 | $147,823 | Note 6. Leases Operating Lease Information (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Operating lease assets | $17,881 | $16,990 | | Operating lease liabilities – current | $6,068 | $5,079 | | Operating lease liabilities – non-current | $16,191 | $16,006 | | Total operating lease liabilities | $22,259 | $21,085 | Note 7. Commitments and contingencies - In Q2 2025, the Company entered an amended hosting services agreement with a non-cancelable commitment of $147.3 million over the next three years[66] - The Company had no material liabilities for contingencies as of June 30, 2025, or December 31, 2024, despite being subject to various claims and litigation from time to time[67] Note 8. Debt - On May 21, 2025, the Company entered Amendment No 1 to the 2024 Credit Agreement, providing a $400.0 million 2025 Term Loan, with quarterly amortization payments starting December 31, 2025[71][72] Debt Balances and Availability (in thousands) | Debt Instrument | Outstanding (June 30, 2025) | Outstanding (Dec 31, 2024) | Unutilized Amount (June 30, 2025) | Unutilized Amount (Dec 31, 2024) | Interest Rate (June 30, 2025) | Maturity Date | | :-------------- | :-------------------------- | :------------------------- | :-------------------------------- | :-------------------------------- | :---------------------------- | :------------ | | 2026 Notes | $370,779 | $369,514 | N/A | N/A | 0.125% | Sept. 1, 2026 | | 2025 Term Loan | $397,691 | N/A | N/A | N/A | 6.322% | May 3, 2029 | | 2024 Revolving Credit Facility | $1,143 | $1,143 | $173,857 | $173,857 | 1.50% | May 3, 2029 | 2025 Term Loan Maturities (in thousands) | Years ending December 31: | Amount | | :------------------------ | :----- | | 2025 | $5,000 | | 2026 | $20,000 | | 2027 | $22,500 | | 2028 | $32,500 | | 2029 | $320,000 | | Total | $400,000 | Note 9. Stock-based compensation - As of June 30, 2025, there was $213.6 million of unrecognized compensation expense related to unvested RSUs, expected to be recognized over a weighted-average period of 2.9 years[79] Stock-Based Compensation Expense (in thousands) | Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Cost of revenue: Subscription | $3,462 | $2,983 | $6,523 | $5,611 | | Cost of revenue: Services | $407 | $451 | $797 | $863 | | Sales and marketing | $8,386 | $8,285 | $15,560 | $14,674 | | Research and development | $7,087 | $6,969 | $13,418 | $12,400 | | General and administrative | $8,470 | $7,595 | $15,909 | $13,314 | | Total | $27,812 | $26,283 | $52,207 | $46,862 | Note 10. Net loss per share - Potentially dilutive securities, including stock options, unvested RSUs, and shares related to 2026 Notes, were excluded from diluted EPS calculation due to their anti-dilutive impact given the net loss[80][81] Net Loss Per Share (in thousands, except per share amounts) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net loss | $(20,875) | $(19,262) | $(20,346) | $(39,786) | | Weighted-average shares (basic & diluted) | 132,236,895 | 127,911,770 | 131,047,901 | 127,603,390 | | Net loss per share, basic | $(0.16) | $(0.15) | $(0.16) | $(0.31) | | Net loss per share, diluted | $(0.16) | $(0.15) | $(0.16) | $(0.31) | Note 11. Income taxes - The effective tax rate for Q2 and H1 2025 was significantly impacted by the Base Erosion and Anti-abuse Tax (BEAT) and the Identity Automation acquisition, which were not factors in the prior year[82] - The One Big Beautiful Bill Act (OBBB), enacted July 4, 2025, will introduce changes to corporate taxation, including R&D capitalization and interest expense deductions, which the Company is currently evaluating[83] Income Tax Provision and Effective Tax Rate (in thousands, except percentages) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Loss before income tax provision | $(17,258) | $(17,896) | $(16,905) | $(37,377) | | Income tax provision | $(3,617) | $(1,366) | $(3,441) | $(2,409) | | Effective tax rate | (21.0)% | (7.6)% | (20.4)% | (6.4)% | Note 12. Segment and geographic information - The Company operates as a single operating segment, with the CEO reviewing consolidated financial information for operational decisions and resource allocation[85] Revenue by Geographic Region (in thousands) | Region | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | The Americas | $117,490 | $101,602 | $226,746 | $203,218 | | Europe, the Middle East, India, and Africa | $43,945 | $39,297 | $87,391 | $78,310 | | Asia Pacific | $15,066 | $12,117 | $29,985 | $23,611 | | Total | $176,501 | $153,016 | $344,122 | $305,139 | Note 13. Restructuring activities - In January 2024, the Company initiated a workforce reduction plan affecting approximately 6% of full-time employees, incurring $8.0 million in restructuring charges for the six months ended June 30, 2024[88][89] Restructuring Liability (in thousands) | Item | Amount | | :----------------------- | :----- | | Balance, December 31, 2024 | $1,229 | | Restructuring charges | $103 | | Cash payments | $(1,332) | | Balance, June 30, 2025 | $0 | Note 14. Subsequent events - On July 15, 2025, the Company announced a strategic reinvestment plan, including a workforce reduction impacting approximately 6.4% of full-time employees, with estimated charges of $11.0 million to $12.5 million[91][92] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a comprehensive discussion and analysis of Jamf Holding Corp's consolidated operating results, financial condition, liquidity, and cash flows - Jamf is the leading solution for managing and securing Apple devices in enterprise environments, aiming to be the enterprise leader as Apple becomes the number one device ecosystem[100][102] - The acquisition of Identity Automation on April 1, 2025, integrates identity and access management with device access, enhancing Jamf's secure device and application access solutions[104] - The Company's strategic reinvestment plan, announced July 15, 2025, aims to reduce operating costs, improve margins, and allow for strategic reinvestment, impacting approximately 6.4% of full-time employees[114] Overview - Jamf provides a complete management and security solution for Apple-first environments, ensuring enterprise security, consumer simplicity, and personal privacy for IT and security teams[100] - The company's strategy is to be the leading solution for Apple in the enterprise, leveraging its long-standing relationship with Apple and technical expertise to support new innovations and operating system releases[102] - Jamf sells its SaaS solutions through a subscription model via direct sales, online channels, and strategic partners, including Apple, reaching organizations globally[103] Key Factors Affecting Our Performance - Key performance drivers include new customer growth, existing customer retention and expansion (evidenced by dollar-based net retention rate), and continuous product innovation and technology leadership[106][107][108] - Strategic investments in sales, marketing, and R&D, along with international expansion and partner network development, are crucial for capitalizing on market opportunities and long-term growth[109][110][111] - Continued demand for Apple products and macroeconomic conditions, including inflation and interest rates, significantly influence IT spending and customer contract renewals[112][113] Key Business Metrics - ARR growth was primarily driven by the Identity Automation acquisition, device expansion, cross-selling, and new customer additions[118] - The dollar-based net retention rate for the trailing twelve months ended June 30, 2025, excludes Identity Automation as it was not part of the business for the full period[120] Annual Recurring Revenue (ARR) (in millions) | Metric | June 30, 2025 | June 30, 2024 | YoY Change | | :----- | :------------ | :------------ | :--------- | | ARR | $710.0 | $621.7 | 14% increase | Dollar-Based Net Retention Rate | Period | Rate | | :----- | :--- | | Trailing twelve months ended June 30, 2025 | 103% | | Trailing twelve months ended June 30, 2024 | 106% | Components of Results of Operations - Revenue is primarily derived from SaaS subscriptions and support/maintenance contracts, with a smaller portion from on-premise subscriptions and perpetual licenses, recognized ratably over contract terms or upfront for licenses[123][124][125][126] - Cost of revenue includes employee compensation, customer success, third-party hosting fees for subscriptions, and professional services delivery costs, while gross profit is influenced by cloud-based customer mix and infrastructure efficiency[127][128][129][130] - Operating expenses comprise sales and marketing (including capitalized commissions), R&D (focused on innovation), and G&A (corporate personnel, legal, accounting, acquisition/integration, and system transformation costs)[131][132][133][134] - Other financial items include net interest expense/income, foreign currency transaction gains/losses, and other expenses like impairment losses on strategic investments, all contributing to the income tax provision[135][136][137][138] Results of Operations (Comparison of Three and Six Months Ended June 30, 2025 and 2024) - Subscription revenue, accounting for 98% of total revenue, increased due to the Identity Automation acquisition, device expansion, cross-selling, and new customer additions[146] - Cost of revenue increased primarily due to higher employee compensation, computer hardware/software costs, third-party hosting, and amortization expense from the Identity Automation acquisition[148][149] - Interest expense, net, shifted from income to expense due to the 2025 Term Loan and lower earned interest rates, while foreign currency transaction gain significantly increased for the six-month period[159][161] - Income tax provision increased due to the BEAT and the Identity Automation acquisition, impacting the effective tax rate[165] Total Revenue (in thousands) | Period | 2025 | 2024 | Change ($) | Change (%) | | :--------------------- | :--- | :--- | :--------- | :--------- | | 3 Months Ended June 30 | $176,501 | $153,016 | $23,485 | 15% | | 6 Months Ended June 30 | $344,122 | $305,139 | $38,983 | 13% | Total Cost of Revenue (in thousands) | Period | 2025 | 2024 | Change ($) | Change (%) | | :--------------------- | :--- | :--- | :--------- | :--------- | | 3 Months Ended June 30 | $43,795 | $35,004 | $8,791 | 25% | | 6 Months Ended June 30 | $80,897 | $70,096 | $10,801 | 15% | Operating Expenses (in thousands) | Expense Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :--------------- | :--------------------------- | :--------------------------- | :--------- | :--------- | :--------------------------- | :--------------------------- | :--------- | :--------- | | Sales and marketing | $64,231 | $61,905 | $2,326 | 4% | $123,943 | $126,687 | $(2,744) | (2)% | | Research and development | $39,204 | $34,753 | $4,451 | 13% | $74,661 | $69,015 | $5,646 | 8% | | General and administrative | $35,877 | $34,427 | $1,450 | 4% | $68,545 | $66,625 | $1,920 | 3% | | Amortization expense | $8,374 | $6,895 | $1,479 | 21% | $15,212 | $13,793 | $1,419 | 10% | Non-GAAP Financial Measures - Non-GAAP measures are used to evaluate operating performance, understand trends, and for budgeting, by excluding items like amortization, stock-based compensation, and acquisition-related expenses[167][168] Non-GAAP Gross Profit and Margin (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Non-GAAP gross profit | $141,580 | $124,892 | $278,774 | $248,557 | | Non-GAAP gross profit margin | 80% | 82% | 81% | 81% | Non-GAAP Operating Income and Margin (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Non-GAAP operating income | $33,492 | $23,536 | $71,134 | $45,668 | | Non-GAAP operating income margin | 19% | 15% | 21% | 15% | Non-GAAP Net Income (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Non-GAAP net income | $24,826 | $19,673 | $54,994 | $38,567 | Adjusted EBITDA (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Adjusted EBITDA | $35,273 | $25,276 | $74,720 | $49,188 | Liquidity and Capital Resources - As of June 30, 2025, principal liquidity sources included $481.5 million in cash and cash equivalents and $173.9 million available from the 2024 Revolving Credit Facility[182] - Deferred revenue totaled $408.2 million as of June 30, 2025, with $350.9 million expected to be recognized as current revenue[183] - The Company acquired Identity Automation for $216.1 million, funded by cash on hand and a $40.0 million deferred cash consideration due October 1, 2025[184] - The $400.0 million 2025 Term Loan proceeds are intended for the Identity Automation deferred payment, repurchasing 2026 Notes, and general corporate purposes[185] - Operating cash flow significantly improved to $41.8 million provided in H1 2025 from $1.6 million used in H1 2024, driven by increased customer cash receipts and reduced system transformation/restructuring costs[191] - Investing activities used $182.4 million in H1 2025, primarily due to the $175.6 million cash payment for the Identity Automation acquisition[192] - Financing activities provided $394.6 million in H1 2025, mainly from the $400.0 million 2025 Term Loan, contrasting with cash used in H1 2024 due to common stock repurchases[193] Cash Flows Summary (in thousands) | Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | | Net cash provided by (used in) operating activities | $41,784 | $(1,591) | | Net cash used in investing activities | $(182,448) | $(5,538) | | Net cash provided by (used in) financing activities | $394,566 | $(38,947) | Critical Accounting Estimates - There have been no material changes to the critical accounting estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[198] Recent Accounting Pronouncements - The Company is evaluating the impact of recently issued accounting standards, including ASU No 2025-05 (Credit Losses), ASU No 2024-04 (Convertible Debt), ASU No 2024-03 (Expense Disaggregation), and ASU No 2023-09 (Income Tax Disclosures, which are effective for annual periods beginning after December 2024 or 2025)[43][44][45][46][200] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there were no material changes to the Company's quantitative and qualitative disclosures about market risk during the six months ended June 30, 2025 - No material changes occurred in quantitative and qualitative disclosures about market risk during the six months ended June 30, 2025[201] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025, based on management's evaluation - The Company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[202] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[203] - Management acknowledges the inherent limitations of control systems, which provide reasonable, not absolute, assurance against errors and fraud[204] PART II. OTHER INFORMATION This part discloses other required information, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings This section incorporates by reference the commitments and contingencies note from the financial statements - The Company is subject to various legal proceedings and claims, but does not anticipate a material adverse effect on its business, financial condition, or results of operations from their outcomes[205][206] - Litigation, regardless of outcome, can negatively impact the Company due to defense and settlement costs, and diversion of management resources[206] Item 1A. Risk Factors This section updates the risk factors from the Annual Report on Form 10-K, specifically highlighting the risk of losing key personnel - No material changes to risk factors were disclosed, except for those detailed in this section[207] - The Company faces significant risks related to retaining key personnel and attracting qualified employees, especially engineers, due to intense competition and the impact of stock price volatility on equity awards[208][209] - The strategic reinvestment plan, involving a 6.4% workforce reduction, could negatively affect the Company's ability to attract, integrate, retain, and motivate key employees[210] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section states that there were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds occurred during the reporting period[211] Item 3. Defaults Upon Senior Securities This section indicates that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported[212] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company's operations[213] Item 5. Other Information This section reports the termination of a Rule 10b5-1 trading plan by the Chief Legal Officer and the resignation of the Chief Accounting Officer - Jeff Lendino, Chief Legal Officer, terminated his Rule 10b5-1 trading plan on June 10, 2025, which was originally set to expire on June 30, 2025[214] - Anthony Grabenau resigned as Chief Accounting Officer effective August 15, 2025, to accept a similar position elsewhere, with David Rudow, CFO, assuming the principal accounting officer role[215] Item 6. Exhibits This section lists all exhibits filed or furnished as part of the Form 10-Q report - Exhibits include the Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Incremental Facility Amendment No 1 to the Credit Agreement, and certifications from the CEO and CFO[217] Signatures This section contains the official signatures authenticating the report - The report is signed on behalf of Jamf Holding Corp by Anthony Grabenau, Chief Accounting Officer (Principal Accounting Officer), on August 7, 2025[220][221]