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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 September 30, 2025

OR

☐ | 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 October 22, 2025, the registrant had 133,222,453 shares of common stock, $0.001 par value, outstanding.

Table of Contents
JAMF HOLDING CORP.
TABLE OF CONTENTS

|  | PAGE
PART I. | FINANCIAL INFORMATION | 4
Item 1. | Financial Statements (unaudited) | 4
| Condensed Consolidated Balance Sheets — September 30, 2025 and December 31, 2024 | 4
| Condensed Consolidated Statements of Operations — Three and Nine Months Ended September 30, 2025 and 2024 | 5
| Condensed Consolidated Statements of Comprehensive Income (Loss) — Three and Nine Months Ended September 30, 2025 and 2024 | 6
| Condensed Consolidated Statements of Stockholders’ Equity — Three and Nine Months Ended September 30, 2025 and 2024 | 7
| Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2025 and 2024 | 9
| Notes to Condensed Consolidated Financial Statements | 11
| Note 1. Basis of presentation and description of business | 11
| Note 2. Summary of significant accounting policies | 11
| Note 3. Financial instruments fair value | 14
| Note 4. Acquisitions | 15
| Note 5. Goodwill and other intangible assets | 18
| Note 6. Leases | 19
| Note 7. Commitments and contingencies | 19
| Note 8. Debt | 20
| Note 9. Stock-based compensation | 22
| Note 10. Net loss per share | 23
| Note 11. Income taxes | 24
| Note 12. Segment and geographic information | 25
| Note 13. Restructuring activities | 26
| Note 14. Subsequent events | 27
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 47
Item 4. | Controls and Procedures | 47
PART II. | OTHER INFORMATION | 49
Item 1. | Legal Proceedings | 49
Item 1A. | Risk Factors | 49
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 51
Item 3. | Defaults Upon Senior Securities | 51
Item 4. | Mine Safety Disclosures | 51
Item 5. | Other Information | 51
Item 6. | Exhibits | 52
Signatures | 53

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Table of Contents
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 Plan |  | Jamf Holding Corp. Omnibus Incentive Plan
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
2025 Term Loan |  | Term loan facility incurred under the 2025 Credit Agreement Amendment
2026 Notes |  | Convertible Senior Notes due 2026
Amendment No. 1 to the 2024 Credit Agreement |  | Incremental Facility Amendment No. 1 to the 2024 Credit Agreement, dated as of May 21, 2025
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
Board |  | Board of Directors of the Company
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
Effective Time |  | Effective time of the Merger, subject to the terms and conditions as set forth in the Merger Agreement
EUR |  | Euro
Exchange Act |  | The Securities Exchange Act of 1934, as amended
FASB |  | Financial Accounting Standards Board
Francisco Partners |  | Francisco Partners Management, L.P.
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
Merger |  | Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent
Merger Agreement |  | Agreement and Plan of Merger, dated as of October 28, 2025, by and among Jamf Holding Corp., Jawbreaker Parent, Inc. and Jawbreaker Merger Sub, Inc.
Merger Sub |  | Jawbreaker Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent
MSP |  | Managed services provider
OBBBA |  | One Big Beautiful Bill Act
Parent |  | Jawbreaker Parent, Inc., a Delaware corporation
Prior Period ARR |  | ARR from the cohort of all customers as of 12 months prior to period end
R&D |  | Research and development
RSU |  | Restricted stock unit
SaaS |  | Software-as-a-service
SEC |  | Securities and Exchange Commission
SMBs |  | Small-to-medium-sized businesses
SOFR |  | Secured Overnight Financing Rate
UK |  | United Kingdom
U.S. |  | United States
Vista |  | Vista Equity Partners, LLC and its affiliates
Voting Agreements |  | Voting agreements, dated as of October 28, 2025, entered in connection with the execution of the Merger Agreement with: (i) certain investment funds affiliated with Vista and (ii) John Strosahl and Dean Hager
ZecOps |  | ZecOps, Inc.

3

Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
JAMF HOLDING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

| September 30, 2025 |  | December 31, 2024
| (Unaudited) |  |
Assets |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 547,194 |  |  | $ | 224,680 |
Trade accounts receivable, net of allowances of $528 and $577 at September 30, 2025 and December 31, 2024, respectively | 154,680 |  |  | 138,791 |
Deferred contract costs | 29,344 |  |  | 27,958 |
Prepaid expenses | 24,688 |  |  | 12,679 |
Other current assets | 21,306 |  |  | 20,549 |
Total current assets | 777,212 |  |  | 424,657 |
Equipment and leasehold improvements, net | 17,929 |  |  | 19,321 |
Goodwill | 1,057,686 |  |  | 882,593 |
Other intangible assets, net | 186,125 |  |  | 147,823 |
Deferred contract costs, non-current | 57,420 |  |  | 59,663 |
Other assets | 42,801 |  |  | 46,172 |
Total assets | $ | 2,139,173 |  |  | $ | 1,580,229 |
Liabilities and stockholders’ equity |  |  |
Current liabilities: |  |  |
Accounts payable | $ | 20,461 |  |  | $ | 18,405 |
Accrued liabilities | 101,375 |  |  | 68,363 |
Income taxes payable | 374 |  |  | 1,014 |
Deferred revenue | 380,186 |  |  | 333,573 |
Convertible senior notes, net, current | 371,413 |  |  | — |
Term loan, net, current | 20,000 |  |  | — |
Total current liabilities | 893,809 |  |  | 421,355 |
Deferred revenue, non-current | 60,308 |  |  | 52,136 |
Deferred tax liability, net | 4,804 |  |  | 5,180 |
Convertible senior notes, net, non-current | — |  |  | 369,514 |
Term loan, net, non-current | 377,841 |  |  | — |
Other liabilities | 15,693 |  |  | 16,061 |
Total liabilities | 1,352,455 |  |  | 864,246 |
Commitments and contingencies (Note 7) |  |  |
Stockholders’ equity: |  |  |
Preferred stock, $0.001 par value, 50,000,000 shares authorized at September 30, 2025 and December 31, 2024; no shares issued and outstanding at September 30, 2025 and December 31, 2024 | — |  |  | — |
Common stock, $0.001 par value, 500,000,000 shares authorized at September 30, 2025 and December 31, 2024; 133,053,221 and 129,376,245 shares issued at September 30, 2025 and December 31, 2024, respectively; 133,053,221 and 129,332,030 shares outstanding at September 30, 2025 and December 31, 2024, respectively | 125 |  |  | 125 |
Treasury stock, at cost; 0 and 44,215 shares at September 30, 2025 and December 31, 2024, respectively | — |  |  | (741) |
Additional paid-in capital | 1,346,005 |  |  | 1,269,264 |
Accumulated other comprehensive loss | (11,948) |  |  | (30,060) |
Accumulated deficit | (547,464) |  |  | (522,605) |
Total stockholders’ equity | 786,718 |  |  | 715,983 |
Total liabilities and stockholders’ equity | $ | 2,139,173 |  |  | $ | 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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Revenue: |  |  |  |  |  |  |
Subscription | $ | 179,610 |  |  | $ | 156,070 |  |  | $ | 516,597 |  |  | $ | 453,851 |
Services | 3,884 |  |  | 3,192 |  |  | 11,016 |  |  | 10,395 |
License | — |  |  | 24 |  |  | 3 |  |  | 179 |
Total revenue | 183,494 |  |  | 159,286 |  |  | 527,616 |  |  | 464,425 |
Cost of revenue: |  |  |  |  |  |  |
Cost of subscription (exclusive of amortization expense shown below) | 35,040 |  |  | 29,149 |  |  | 100,567 |  |  | 85,300 |
Cost of services (exclusive of amortization expense shown below) | 4,258 |  |  | 3,831 |  |  | 12,106 |  |  | 11,220 |
Amortization expense | 4,680 |  |  | 3,048 |  |  | 12,202 |  |  | 9,604 |
Total cost of revenue | 43,978 |  |  | 36,028 |  |  | 124,875 |  |  | 106,124 |
Gross profit | 139,516 |  |  | 123,258 |  |  | 402,741 |  |  | 358,301 |
Operating expenses: |  |  |  |  |  |  |
Sales and marketing | 60,931 |  |  | 60,056 |  |  | 184,874 |  |  | 186,743 |
Research and development | 38,621 |  |  | 35,977 |  |  | 113,282 |  |  | 104,992 |
General and administrative | 35,006 |  |  | 36,136 |  |  | 103,551 |  |  | 102,761 |
Amortization expense | 8,374 |  |  | 6,948 |  |  | 23,586 |  |  | 20,741 |
Total operating expenses | 142,932 |  |  | 139,117 |  |  | 425,293 |  |  | 415,237 |
Loss from operations | (3,416) |  |  | (15,859) |  |  | (22,552) |  |  | (56,936) |
Interest (expense) income, net | (2,347) |  |  | 1,574 |  |  | (2,640) |  |  | 5,255 |
Foreign currency transaction (loss) gain | (598) |  |  | 3,354 |  |  | 2,776 |  |  | 3,373 |
Other expense, net | — |  |  | — |  |  | (850) |  |  | — |
Loss before income tax benefit (provision) | (6,361) |  |  | (10,931) |  |  | (23,266) |  |  | (48,308) |
Income tax benefit (provision) | 1,848 |  |  | (1,310) |  |  | (1,593) |  |  | (3,719) |
Net loss | $ | (4,513) |  |  | $ | (12,241) |  |  | $ | (24,859) |  |  | $ | (52,027) |
Net loss per share, basic | $ | (0.03) |  |  | $ | (0.10) |  |  | $ | (0.19) |  |  | $ | (0.41) |
Net loss per share, diluted | $ | (0.03) |  |  | $ | (0.10) |  |  | $ | (0.19) |  |  | $ | (0.41) |
Weighted-average shares used to compute net loss per share, basic | 132,899,730 |  |  | 127,995,266 |  |  | 131,671,961 |  |  | 127,736,456 |
Weighted-average shares used to compute net loss per share, diluted | 132,899,730 |  |  | 127,995,266 |  |  | 131,671,961 |  |  | 127,736,456 |

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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Net loss | $ | (4,513) |  |  | $ | (12,241) |  |  | $ | (24,859) |  |  | $ | (52,027) |
Other comprehensive (loss) income |  |  |  |  |  |  |
Foreign currency translation adjustments | (6,555) |  |  | 13,143 |  |  | 18,112 |  |  | 11,642 |
Total other comprehensive (loss) income | (6,555) |  |  | 13,143 |  |  | 18,112 |  |  | 11,642 |
Comprehensive (loss) income | $ | (11,068) |  |  | $ | 902 |  |  | $ | (6,747) |  |  | $ | (40,385) |

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 September 30, 2025:
Balance, June 30, 2025 | 132,725,824 |  |  | $ | 125 |  |  | $ | — |  |  | $ | 1,323,383 |  |  | $ | (5,393) |  |  | $ | (542,951) |  |  | $ | 775,164 |
Exercise of stock options | 89,950 |  |  | — |  |  | — |  |  | 684 |  |  | — |  |  | — |  |  | 684 |
Vesting of restricted stock units | 237,447 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Stock-based compensation | — |  |  | — |  |  | — |  |  | 21,938 |  |  | — |  |  | — |  |  | 21,938 |
Foreign currency translation adjustments | — |  |  | — |  |  | — |  |  | — |  |  | (6,555) |  |  | — |  |  | (6,555) |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (4,513) |  |  | (4,513) |
Balance, September 30, 2025 | 133,053,221 |  |  | $ | 125 |  |  | $ | — |  |  | $ | 1,346,005 |  |  | $ | (11,948) |  |  | $ | (547,464) |  |  | $ | 786,718 |
Three Months Ended September 30, 2024:
Balance, June 30, 2024 | 127,466,599 |  |  | $ | 124 |  |  | $ | — |  |  | $ | 1,214,340 |  |  | $ | (28,278) |  |  | $ | (493,936) |  |  | $ | 692,250 |
Exercise of stock options | 317,251 |  |  | 1 |  |  | — |  |  | 1,969 |  |  | — |  |  | — |  |  | 1,970 |
Vesting of restricted stock units | 487,936 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Stock-based compensation | — |  |  | — |  |  | — |  |  | 25,407 |  |  | — |  |  | — |  |  | 25,407 |
Foreign currency translation adjustments | — |  |  | — |  |  | — |  |  | — |  |  | 13,143 |  |  | — |  |  | 13,143 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (12,241) |  |  | (12,241) |
Balance, September 30, 2024 | 128,271,786 |  |  | $ | 125 |  |  | $ | — |  |  | $ | 1,241,716 |  |  | $ | (15,135) |  |  | $ | (506,177) |  |  | $ | 720,529 |

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 (continued)
(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
Nine Months Ended September 30, 2025:
Balance, December 31, 2024 | 129,332,030 |  |  | $ | 125 |  |  | $ | (741) |  |  | $ | 1,269,264 |  |  | $ | (30,060) |  |  | $ | (522,605) |  |  | $ | 715,983 |
Exercise of stock options | 151,950 |  |  | — |  |  | — |  |  | 1,052 |  |  | — |  |  | — |  |  | 1,052 |
Vesting of restricted stock units | 3,336,860 |  |  | — |  |  | 741 |  |  | (741) |  |  | — |  |  | — |  |  | — |
Issuance of common stock under the employee stock purchase plan | 232,381 |  |  | — |  |  | — |  |  | 2,285 |  |  | — |  |  | — |  |  | 2,285 |
Stock-based compensation | — |  |  | — |  |  | — |  |  | 74,145 |  |  | — |  |  | — |  |  | 74,145 |
Foreign currency translation adjustments | — |  |  | — |  |  | — |  |  | — |  |  | 18,112 |  |  | — |  |  | 18,112 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (24,859) |  |  | (24,859) |
Balance, September 30, 2025 | 133,053,221 |  |  | $ | 125 |  |  | $ | — |  |  | $ | 1,346,005 |  |  | $ | (11,948) |  |  | $ | (547,464) |  |  | $ | 786,718 |
Nine Months Ended September 30, 2024:
Balance, December 31, 2023 | 126,938,102 |  |  | $ | 126 |  |  | $ | — |  |  | $ | 1,162,993 |  |  | $ | (26,777) |  |  | $ | (418,795) |  |  | $ | 717,547 |
Repurchase and retirement of common stock | (2,000,000) |  |  | (2) |  |  | — |  |  | — |  |  | — |  |  | (35,355) |  |  | (35,357) |
Exercise of stock options | 620,889 |  |  | 1 |  |  | — |  |  | 3,725 |  |  | — |  |  | — |  |  | 3,726 |
Vesting of restricted stock units | 2,503,748 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Issuance of common stock under the employee stock purchase plan | 209,047 |  |  | — |  |  | — |  |  | 2,729 |  |  | — |  |  | — |  |  | 2,729 |
Stock-based compensation | — |  |  | — |  |  | — |  |  | 72,269 |  |  | — |  |  | — |  |  | 72,269 |
Foreign currency translation adjustments | — |  |  | — |  |  | — |  |  | — |  |  | 11,642 |  |  | — |  |  | 11,642 |
Net loss | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (52,027) |  |  | (52,027) |
Balance, September 30, 2024 | 128,271,786 |  |  | $ | 125 |  |  | $ | — |  |  | $ | 1,241,716 |  |  | $ | (15,135) |  |  | $ | (506,177) |  |  | $ | 720,529 |

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)

| Nine Months Ended September 30,
| 2025 |  | 2024
Operating activities |  |  |
Net loss | $ | (24,859) |  |  | $ | (52,027) |
Adjustments to reconcile net loss to cash provided by operating activities: |  |  |
Depreciation and amortization expense | 41,691 |  |  | 35,683 |
Amortization of deferred contract costs | 23,122 |  |  | 19,791 |
Amortization of capitalized CCA implementation costs | 4,815 |  |  | 1,065 |
Amortization of debt issuance costs | 2,396 |  |  | 2,119 |
Non-cash lease expense | 3,427 |  |  | 4,235 |
Provision for credit losses and returns | 722 |  |  | 173 |
Stock-based compensation | 74,145 |  |  | 72,269 |
Deferred income tax benefit | (1,577) |  |  | (363) |
Other | (1,541) |  |  | (4,462) |
Changes in operating assets and liabilities: |  |  |
Trade accounts receivable | (14,317) |  |  | (5,796) |
Prepaid expenses and other assets | (14,645) |  |  | (18,690) |
Deferred contract costs | (21,769) |  |  | (26,235) |
Accounts payable | 1,300 |  |  | (4,059) |
Accrued liabilities | (6,342) |  |  | (6,957) |
Income taxes payable | (975) |  |  | 200 |
Deferred revenue | 41,789 |  |  | 4,521 |
Other liabilities | 49 |  |  | 49 |
Net cash provided by operating activities | 107,431 |  |  | 21,516 |
Investing activities |  |  |
Acquisitions, net of cash acquired | (175,608) |  |  | — |
Purchases of equipment and leasehold improvements | (4,575) |  |  | (6,674) |
Purchase of investments | (3,000) |  |  | (2,500) |
Other | 41 |  |  | (303) |
Net cash used in investing activities | (183,142) |  |  | (9,477) |
Financing activities |  |  |
Proceeds from term loan | 400,000 |  |  | — |
Debt issuance costs | (2,202) |  |  | (1,549) |
Cash paid for offering costs | — |  |  | (872) |
Payment of acquisition-related holdback | (3,600) |  |  | (6,811) |
Repurchase and retirement of common stock | — |  |  | (35,357) |
Proceeds from the exercise of stock options | 1,052 |  |  | 3,726 |
Net cash provided by (used in) financing activities | 395,250 |  |  | (40,863) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (433) |  |  | 102 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 319,106 |  |  | (28,722) |
Cash, cash equivalents, and restricted cash, beginning of period | 228,344 |  |  | 250,809 |
Cash, cash equivalents, and restricted cash, end of period | $ | 547,450 |  |  | $ | 222,087 |

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)

| Nine Months Ended September 30,
| 2025 |  | 2024
Supplemental disclosures of cash flow information: |  |  |
Cash paid for: |  |  |
Interest | $ | 9,815 |  |  | $ | 727 |
Income taxes, net of refunds | 4,436 |  |  | 3,752 |
Non-cash activities: |  |  |
Employee stock purchase plan | 2,285 |  |  | 2,729 |
Operating lease assets obtained in exchange for operating lease liabilities | 3,192 |  |  | 4,641 |
Deferred cash consideration accrued but not paid | 40,000 |  |  | — |
Purchases of equipment and leasehold improvements accrued but not paid | 117 |  |  | 851 |
Debt issuance costs accrued but not paid | 175 |  |  | — |
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 | $ | 547,194 |  |  | $ | 218,426 |
Restricted cash included in other current assets | 256 |  |  | 3,661 |
Total cash, cash equivalents, and restricted cash | $ | 547,450 |  |  | $ | 222,087 |

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 September 30, 2025, the condensed consolidated statements of operations, of comprehensive income (loss), and of stockholders’ equity for the three and nine months ended September 30, 2025 and 2024, the condensed consolidated statements of cash flows for the nine months ended September 30, 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 and nine months ended September 30, 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 and nine months ended September 30, 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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
SaaS subscription and support and maintenance | $ | 169,082 |  |  | $ | 151,485 |  |  | $ | 491,273 |  |  | $ | 439,992 |
On-premise subscription | 10,528 |  |  | 4,585 |  |  | 25,324 |  |  | 13,859 |
Subscription revenue | 179,610 |  |  | 156,070 |  |  | 516,597 |  |  | 453,851 |
Professional services | 3,884 |  |  | 3,192 |  |  | 11,016 |  |  | 10,395 |
Perpetual licenses | — |  |  | 24 |  |  | 3 |  |  | 179 |
Non-subscription revenue | 3,884 |  |  | 3,216 |  |  | 11,019 |  |  | 10,574 |
Total revenue | $ | 183,494 |  |  | $ | 159,286 |  |  | $ | 527,616 |  |  | $ | 464,425 |

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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Balance, beginning of the period | $ | 408,190 |  |  | $ | 370,206 |  |  | $ | 385,709 |  |  | $ | 373,432 |
Acquisitions | — |  |  | — |  |  | 11,685 |  |  | — |
Revenue earned | (136,221) |  |  | (126,921) |  |  | (305,566) |  |  | (287,082) |
Deferral of revenue | 174,719 |  |  | 140,159 |  |  | 354,860 |  |  | 297,094 |
Other (1) | (6,194) |  |  | (5,227) |  |  | (6,194) |  |  | (5,227) |
Balance, end of the period | $ | 440,494 |  |  | $ | 378,217 |  |  | $ | 440,494 |  |  | $ | 378,217 |

(1) Includes contract assets netted against contract liabilities on a contract-by-contract basis.
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 September 30, 2025, the Company had $653.0 million of remaining performance obligations, with 68% 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.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Total amortization of contract costs was $7.8 million and $6.9 million for the three months ended September 30, 2025 and 2024, respectively, and $23.1 million and $19.8 million for the nine months ended September 30, 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 and nine months ended September 30, 2025 or 2024.
Cloud computing arrangements
Capitalized costs associated with the implementation of CCAs were as follows:

Balance Sheet Classification |  | September 30, 2025 |  | December 31, 2024
|  | (in thousands)
Other current assets |  | $ | 6,474 |  |  | $ | 6,418 |
Other assets |  | 19,329 |  |  | 19,216 |
Capitalized cloud computing implementation costs, gross |  | 25,803 |  |  | 25,634 |
Less: accumulated amortization |  | (7,486) |  |  | (2,669) |
Capitalized cloud computing implementation costs, net |  | $ | 18,317 |  |  | $ | 22,965 |

Amortization expense related to capitalized CCA implementation costs was $1.6 million and $4.8 million for the three and nine months ended September 30, 2025, respectively, and $1.1 million for both the three and nine months ended September 30, 2024.
Stock repurchases
In May 2024, funds affiliated with Vista sold 8,956,522 shares of our common stock in an underwritten secondary offering. The Company did not receive any proceeds from the sale of common stock by Vista. In connection with this offering, we repurchased 2,000,000 shares of our common stock that were subject to the offering from the underwriters at the per-share price paid by the underwriters, or $17.52 per share, for an aggregate purchase price of $35.4 million. The Company funded the repurchase with existing cash on hand. These shares were purchased on May 16, 2024 and were subsequently retired. The terms and conditions of the stock repurchase were reviewed and approved by each of the audit committee members of our Board and our full Board.
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. The Company periodically reviews these investments for impairment and observable price changes on a quarterly basis and adjusts the carrying value accordingly. The fair value of these investments represents a Level 3 valuation as the assumptions used in valuing these investments are not directly or indirectly observable. As of September 30, 2025 and December 31, 2024, the balance of strategic investments was $7.7 million and $5.4 million, respectively. In the second quarter of 2025, the Company recorded a $0.9 million impairment loss in other expense, net on the condensed consolidated statement of operations as the fair value of the investment was lower than the carrying value. There were no other changes in the carrying value of the Company’s strategic investments during the three and nine months ended September 30, 2025 and 2024.
Recently issued accounting pronouncements not yet adopted
In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update modernizes the accounting for internal-use software costs by removing all references to software development project stages and requiring entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
the function intended. The standard is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods and can be applied retrospectively, prospectively to software costs incurred after the adoption date, or on a modified prospective basis. The Company is currently evaluating the effect the standard will have on its condensed consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides a practical expedient to measure credit losses on accounts receivable and contract assets. The standard is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating the effect the standard will have on its condensed consolidated financial statements.
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 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.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The fair value of these financial instruments were as follows:

| September 30, 2025
| Level 1 |  | Level 2 |  | Level 3 |  | Total
| (in thousands)
Assets |  |  |  |  |  |  |
Cash equivalents: |  |  |  |  |  |  |
Money market funds | $ | 400,589 |  |  | $ | — |  |  | $ | — |  |  | $ | 400,589 |
Total cash equivalents | $ | 400,589 |  |  | $ | — |  |  | $ | — |  |  | $ | 400,589 |

| 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:

| September 30, 2025 |  | December 31, 2024
| Net Carrying Value |  | Estimated Fair Value |  | Net Carrying Value |  | Estimated Fair Value
| (in thousands)
2026 Notes | $ | 371,413 |  |  | $ | 359,267 |  |  | $ | 369,514 |  |  | $ | 341,981 |

As of September 30, 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 $2.3 million and $4.2 million, respectively. As of September 30, 2025, the difference between the net carrying value of the 2025 Term Loan of $397.8 million and the principal amount of $400.0 million represents unamortized debt issuance costs of $2.2 million. 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. The carrying value of the 2025 Term Loan approximates its fair value, which is classified as Level 2, as the terms and interest rate approximate market rates.
Note 4. Acquisitions
Identity Automation
On April 1, 2025, the Company completed its 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 is able to combine identity with device access in one unique solution, helping ensure secure devices and application access.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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 cash consideration of $40.0 million paid on October 1, 2025. The cash consideration paid upon closing was funded with the Company’s cash on hand.
Acquisition-related expenses were expensed as incurred and were as follows:

| Three Months Ended June 30, 2025 |  | Six Months Ended June 30, 2025
| (in thousands)
Cost of revenue: |  |  |
Subscription | $ | 61 |  |  | $ | 61 |
Sales and marketing | 77 |  |  | 77 |
Research and development | 5 |  |  | 5 |
General and administrative | 2,439 |  |  | 4,493 |
| $ | 2,582 |  |  | $ | 4,636 |

The final purchase accounting allocations fo r the Identity Automation acquisition will be determined within one year from the acquisition date and depend on a number of factors, including the finalization of income tax effects of the opening balance sheet. In the third quarter of 2025, the Company recorded immaterial measurement period adjustments. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquir ed and liabilities assumed and reflects all measurement period adjustments as of September 30, 2025 (in thousands):

Assets acquired: |
Cash and cash equivalents | $ | 473 |
Trade accounts receivable, net | 1,517 |
Prepaid expenses and other current assets | 1,531 |
Intangible assets acquired | 71,200 |
Other assets | 21 |
Liabilities assumed: |
Accounts payable | (1,248) |
Accrued liabilities | (50) |
Income taxes payable | (286) |
Deferred revenue | (11,685) |
Deferred tax liability, net | (1,643) |
Goodwill | 156,251 |
Total purchase consideration | $ | 216,081 |

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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The allocation of the purchase price required management to make significant estimates in determining the fair value of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates included, but were not limited to:
•future expected cash flows from subscription contracts and acquired developed technologies;
•anticipated growth in revenue and churn rates for existing customers;
•royalty rates applied to acquired developed technology platforms;
•obsolescence curves and other useful life assumptions, such as the period of time and intended use of acquired intangible assets in the Company’s product offerings; and
•discount rates.
The goodwill represents the excess of the purchase consideration over the fair value of the underlying net identifiable assets. The goodwill recognized in this acquisition is primarily attributable to the acquired assembled workforce and expected synergies in sales opportunities across complementary products, customers, and geographies and cross-selling opportunities. The Company expects that $134.0 million of goodwill from this acquisition will be deductible for income tax purposes.
The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows:

| Useful Life |  | Gross Value
|  |  | (in thousands)
Customer relationships | 6.5 years |  | $ | 37,300 |
Developed technology | 5.0 years |  | 33,400 |
Trademarks | 2.0 years |  | 500 |
Total identifiable intangible assets |  |  | $ | 71,200 |

The weighted-average useful life of the intangible assets acquired was 5.8 years.
Customer relationships represent the estimated fair value of the underlying relationships with Identity Automation customers. Developed technology represents the estimated fair value of the features underlying the Identity Automation products as well as the platform supporting Identity Automation customers. Trademarks represent the estimated fair value of the Identity Automation brand.
Pro forma results of operations for this acquisition were not presented as the effects were not significant to our financial results.
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 $0.4 million and $4.5 million related to this agreement during the three and nine months
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
ended September 30, 2024, respectively. 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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Goodwill, beginning of period | $ | 1,063,111 |  |  | $ | 885,404 |  |  | $ | 882,593 |  |  | $ | 887,121 |
Goodwill acquired | — |  |  | — |  |  | 155,634 |  |  | — |
Measurement period adjustments | 617 |  |  | — |  |  | 617 |  |  | — |
Foreign currency translation adjustment | (6,042) |  |  | 14,688 |  |  | 18,842 |  |  | 12,971 |
Goodwill, end of period | $ | 1,057,686 |  |  | $ | 900,092 |  |  | $ | 1,057,686 |  |  | $ | 900,092 |

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

| September 30, 2025
| Useful Life |  | Gross Carrying Value |  | Accumulated Amortization |  | Foreign Currency Translation |  | Net Carrying Value |  | Weighted-Average Remaining Useful Life
| (in thousands)
Trademarks | 2 - 8 years |  | $ | 34,800 |  |  | $ | 33,925 |  |  | $ | — |  |  | $ | 875 |  |  | 0.7 years
Customer relationships | 5 - 12 years |  | 294,608 |  |  | 162,052 |  |  | (791) |  |  | 131,765 |  |  | 5.0 years
Developed technology | 5 - 6.5 years |  | 108,887 |  |  | 52,395 |  |  | (3,252) |  |  | 53,240 |  |  | 3.5 years
Non-competes | 3 years |  | 1,349 |  |  | 1,295 |  |  | — |  |  | 54 |  |  | 0.1 years
Intellectual property | 5 years |  | 270 |  |  | 79 |  |  | — |  |  | 191 |  |  | 3.5 years
Total intangible assets |  |  | $ | 439,914 |  |  | $ | 249,746 |  |  | $ | (4,043) |  |  | $ | 186,125 |  |  |

| 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 |  |  |

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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Amortization expense was $13.1 million and $10.0 million for the three months ended September 30, 2025 and 2024, respectively, and $35.8 million and $30.3 million for the nine months ended September 30, 2025 and 2024, respectively.
The expected future amortization expense as of September 30, 2025 for intangible assets acquired in connection with the Identity Automation acquisition is as follows:

Years ending December 31: |
2025 (remaining three months) | $ | 3,167 |
2026 | 12,668 |
2027 | 12,481 |
2028 | 12,419 |
2029 | 12,419 |
Thereafter | 11,712 |
Total amortization expense | $ | 64,866 |

There were no impairments to goodwill or intangible assets during the three and nine months ended September 30, 2025 and 2024.
Note 6. Leases
Supplemental balance sheet information related to the Company’s operating leases is as follows:

Leases |  | Balance Sheet Classification |  | September 30, 2025 |  | December 31, 2024
|  |  |  | (in thousands)
Assets |  |  |  |  |  |
Operating lease assets |  | Other assets |  | $ | 16,861 |  |  | $ | 16,990 |
Liabilities |  |  |  |  |  |
Operating lease liabilities – current |  | Accrued liabilities |  | $ | 6,011 |  |  | $ | 5,079 |
Operating lease liabilities – non-current |  | Other liabilities |  | 14,646 |  |  | 16,006 |
Total operating lease liabilities |  |  |  | $ | 20,657 |  |  | $ | 21,085 |

Note 7. Commitments and contingencies
Hosting Services and Other Support Software Agreements
The Company has various contractual agreements for hosting services and other support software. In the second quarter of 2025, the Company entered into an amended contractual agreement with an unrelated party for hosting services, which includes a non-cancelable commitment of $147.3 million from the Company over the next three years. Any remaining commitments under the prior agreement were terminated upon the commencement date of the amended agreement.
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 maintains insurance to cover certain claims. The Company had no material liabilities for contingencies as of September 30, 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.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Note 8. Debt
The following table summarizes the balances and availability of our 2026 Notes, 2025 Term Loan, and 2024 Revolving Credit Facility:

| Outstanding (1) |  | Unutilized Amount |  | Interest Rate |  | Maturity Date
| September 30, 2025 |  | December 31, 2024 |  | September 30, 2025 |  | December 31, 2024 | September 30, 2025 |  | December 31, 2024 |
| (in thousands) |  |  |  |  |  |  |  |
2026 Notes | $ | 371,413 |  |  | $ | 369,514 |  |  | N/A |  | N/A |  | 0.125% |  |  | 0.125% |  |  | Sept. 1, 2026
2025 Term Loan | 397,841 |  |  | N/A |  | N/A |  | N/A |  | 6.295% |  |  | N/A |  |  | May 3, 2029
2024 Revolving Credit Facility | 1,152 |  |  | 1,143 |  |  | $ | 173,848 |  |  | $ | 173,857 |  |  | 1.50% | (2) |  | 1.50% | (2) |  | May 3, 2029

(1) Represents the net carrying amount of our 2026 Notes and 2025 Term Loan 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 September 30, 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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Contractual interest expense | $ | 116 |  |  | $ | 116 |  |  | $ | 350 |  |  | $ | 350 |
Amortization of issuance costs | 634 |  |  | 629 |  |  | 1,899 |  |  | 1,884 |

The effective interest rate on the 2026 Notes was 0.81% for both the three and nine months ended September 30, 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. 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. On May 21, 2025, the Company entered into Amendment No. 1 to the 2024 Credit Agreement, which provided for the 2025 Term Loan in an aggregate principal amount of $400.0 million.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
The table below summarizes the carrying value of the 2025 Term Loan:

| September 30, 2025 |  |
| (in thousands)
Principal amount | $ | 400,000 |  |  |
Less: unamortized debt issuance costs | (2,159) |  |  |
2025 Term Loan, net | $ | 397,841 |  |  |

The 2025 Term Loan requires quarterly amortization payments of 1.250% of the initial aggregate principal amount for the quarters ending December 31, 2025 through September 30, 2027, 1.875% of the initial aggregate principal amount for the quarters ending December 31, 2027 through September 30, 2028, and 2.500% of the initial aggregate principal amount for the quarters ending December 31, 2028 through March 31, 2029, with any remaining outstanding amount payable in full on the maturity date.
The 2024 Revolving Credit Facility and 2025 Term Loan are due on May 3, 2029 and are 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, as amended. The 2024 Credit Agreement, as amended, 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 September 30, 2025 and December 31, 2024. As of September 30, 2025 and December 31, 2024, debt issuance costs related to the 2024 Credit Agreement of $1.3 million and $1.6 million, respectively, were included in other assets in the condensed consolidated balance sheets.
Maturities of the 2025 Term Loan as of September 30, 2025 were as follows:

Years ending December 31: |
2025 | $ | 5,000 |
2026 | 20,000 |
2027 | 22,500 |
2028 | 32,500 |
2029 | 320,000 |
| $ | 400,000 |

Borrowings under the 2025 Term Loan may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs. Borrowings under the 2025 Term Loan are subject to repayment with the Excess Net Cash Proceeds received from certain non-ordinary course Disposition or Recovery Events (each term as defined in Amendment No. 1 to the 2024 Credit Agreement).
The interest rate applicable to the 2025 Term Loan is equal to the Term SOFR Rate, subject to a 0% floor, plus the Applicable Rate. The Applicable Rate for the 2025 Term Loan ranges from 2.00% to 2.75% per annum, in each case, based on the Senior Secured Net Leverage Ratio (each term as defined in Amendment No. 1 to the 2024 Credit Agreement). Interest expense related to the 2025 Term Loan was $6.4 million and $9.3 million for the three and nine months ended September 30, 2025, respectively.
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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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Cost of revenue: |  |  |  |  |  |  |
Subscription | $ | 3,228 |  |  | $ | 2,931 |  |  | $ | 9,751 |  |  | $ | 8,542 |
Services | 445 |  |  | 445 |  |  | 1,242 |  |  | 1,308 |
Sales and marketing | 5,267 |  |  | 7,887 |  |  | 20,827 |  |  | 22,561 |
Research and development | 6,536 |  |  | 6,581 |  |  | 19,954 |  |  | 18,981 |
General and administrative | 6,462 |  |  | 7,563 |  |  | 22,371 |  |  | 20,877 |
| $ | 21,938 |  |  | $ | 25,407 |  |  | $ | 74,145 |  |  | $ | 72,269 |

Equity Incentive Plans
Return Target Options
The table below summarizes return target option activity for the nine months ended September 30, 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 | (118,234) |  |  | 7.33 |  |  |  |  | 293 |
Outstanding, September 30, 2025 | 2,147,041 |  |  | $ | 6.62 |  |  | 2.9 |  | $ | 8,753 |
Options exercisable at September 30, 2025 | 2,147,041 |  |  | $ | 6.62 |  |  | 2.9 |  | $ | 8,753 |
Vested or expected to vest at September 30, 2025 | 2,147,041 |  |  | $ | 6.62 |  |  | 2.9 |  | $ | 8,753 |

Service-Based Options
The table below summarizes the service-based option activity for the nine months ended September 30, 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 | (33,716) |  |  | 5.49 |  |  |  |  | 169 |
Outstanding, September 30, 2025 | 723,627 |  |  | $ | 5.52 |  |  | 2.1 |  | $ | 3,751 |
Options exercisable at September 30, 2025 | 723,627 |  |  | $ | 5.52 |  |  | 2.1 |  | $ | 3,751 |
Vested or expected to vest at September 30, 2025 | 723,627 |  |  | $ | 5.52 |  |  | 2.1 |  | $ | 3,751 |

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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Restricted Stock Units
RSU activity for the nine months ended September 30, 2025 was as follows:

| Units |  | Weighted-Average Grant Date Fair Value (per share)
Outstanding, December 31, 2024 | 11,737,145 |  |  | $ | 20.73 |
Granted | 7,839,903 |  |  | 12.85 |
Vested | (3,336,860) |  |  | 22.49 |
Forfeited | (1,769,338) |  |  | 18.06 |
Outstanding, September 30, 2025 | 14,470,850 |  |  | $ | 16.38 |

RSUs under the 2020 Plan generally vest ratably on an annual basis over four years. There was $176.0 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.7 years as of September 30, 2025. The total fair value of RSUs vested during the nine months ended September 30, 2025 was $75.1 million.
Note 10. Net loss per share
The following table sets forth the computation of basic and diluted net loss per share:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands, except share and per share amounts)
Numerator: |  |  |  |  |  |  |
Net loss | $ | (4,513) |  |  | $ | (12,241) |  |  | $ | (24,859) |  |  | $ | (52,027) |
Denominator: |  |  |  |  |  |  |
Weighted-average shares used to compute net loss per share, basic and diluted | 132,899,730 |  |  | 127,995,266 |  |  | 131,671,961 |  |  | 127,736,456 |
Net loss per share, basic | $ | (0.03) |  |  | $ | (0.10) |  |  | $ | (0.19) |  |  | $ | (0.41) |
Net loss per share, diluted | $ | (0.03) |  |  | $ | (0.10) |  |  | $ | (0.19) |  |  | $ | (0.41) |

Basic net loss per common share is calculated by dividing net 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 and nine months ended September 30, 2025 and 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 given that the potentially dilutive shares would have been anti-dilutive if included in the calculation.
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 September 30,
| 2025 |  | 2024
Stock options outstanding | 2,870,668 |  |  | 3,022,618 |
Unvested restricted stock units | 14,470,850 |  |  | 12,230,551 |
Shares related to the 2026 Notes | 7,475,897 |  |  | 7,475,897 |
Shares committed under the 2021 ESPP | 210,348 |  |  | 184,042 |
Total potentially dilutive securities | 25,027,763 |  |  | 22,913,108 |

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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
Note 11. Income taxes
The Company calculated the year-to-date income tax 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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands, except percentages)
Loss before income tax benefit (provision) | $ | (6,361) |  |  | $ | (10,931) |  |  | $ | (23,266) |  |  | $ | (48,308) |
Income tax benefit (provision) | 1,848 |  |  | (1,310) |  |  | (1,593) |  |  | (3,719) |
Effective tax rate | 29.1 | % |  | (12.0) | % |  | (6.8) | % |  | (7.7) | %

The difference between the statutory rate and the Company’s effective tax rate for the three and nine months ended September 30, 2025 was primarily due to the BEAT and changes in the valuation allowances on U.S. and UK deferred income 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 and nine months ended September 30, 2024 was primarily due to valuation allowances on U.S. and UK tax assets. The effective tax rate for all periods were also impacted by state taxes and earnings realized in foreign jurisdictions.
On July 4, 2025, the OBBBA was enacted into law. The OBBBA introduced significant changes to the U.S. tax law, including the extension and modification of several key provisions of the Tax Cuts and Jobs Act. Significant changes include allowing for immediate expensing of U.S. R&D expenditures, limitations on deductions for interest expense, and accelerated fixed asset depreciation. The immediate expensing of U.S. R&D expenditures had a favorable impact to the Company’s domestic tax liability during the three months ended September 30, 2025.
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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 segment information regularly provided to our CODM:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Revenue | $ | 183,494 |  |  | $ | 159,286 |  |  | $ | 527,616 |  |  | $ | 464,425 |
Less: |  |  |  |  |  |  |
Adjusted cost of revenue (1) | 35,381 |  |  | 29,388 |  |  | 100,729 |  |  | 85,970 |
Adjusted sales and marketing expense (2) | 48,471 |  |  | 51,551 |  |  | 154,984 |  |  | 156,294 |
Adjusted research and development expense (3) | 31,286 |  |  | 28,964 |  |  | 90,761 |  |  | 84,093 |
Adjusted general and administrative expense (4) | 21,118 |  |  | 21,695 |  |  | 62,770 |  |  | 64,712 |
Segment operating income | 47,238 |  |  | 27,688 |  |  | 118,372 |  |  | 73,356 |
Adjustments and reconciling items: |  |  |  |  |  |  |
Amortization expense | 13,054 |  |  | 9,996 |  |  | 35,788 |  |  | 30,345 |
Stock-based compensation | 21,938 |  |  | 25,407 |  |  | 74,145 |  |  | 72,269 |
Transaction-related costs | 3,454 |  |  | 488 |  |  | 8,090 |  |  | 5,262 |
Offering costs | — |  |  | — |  |  | — |  |  | 872 |
Payroll taxes related to stock-based compensation | 44 |  |  | 632 |  |  | 2,220 |  |  | 2,250 |
System transformation costs | 3,134 |  |  | 6,331 |  |  | 9,562 |  |  | 10,544 |
Restructuring and other cost optimization charges | 9,030 |  |  | 682 |  |  | 11,119 |  |  | 8,872 |
Extraordinary legal settlements and non-recurring litigation costs | — |  |  | 11 |  |  | — |  |  | (122) |
Consolidated operating loss | $ | (3,416) |  |  | $ | (15,859) |  |  | $ | (22,552) |  |  | $ | (56,936) |

(1) Adjusted cost of revenue includes cost of revenue in accordance with GAAP adjusted for amortization expense, stock-based compensation expense, transaction-related costs, 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, transaction-related costs, 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, transaction-related costs, 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, transaction-related costs, offering costs, 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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
The Americas (1) | $ | 122,005 |  |  | $ | 104,750 |  |  | $ | 348,751 |  |  | $ | 307,968 |
Europe, the Middle East, India, and Africa | 45,774 |  |  | 41,399 |  |  | 133,165 |  |  | 119,709 |
Asia Pacific | 15,715 |  |  | 13,137 |  |  | 45,700 |  |  | 36,748 |
| $ | 183,494 |  |  | $ | 159,286 |  |  | $ | 527,616 |  |  | $ | 464,425 |

(1) The vast majority of our Americas revenue comes from the U.S.
Note 13. Restructuring activities
Strategic Reinvestment Plan
On July 15, 2025, the Company announced its strategic reinvestment plan, which is intended to reduce operating costs, improve operating margins, allow for strategic reinvestment, and continue advancing the Company’s ongoing commitment to profitable growth. The strategic reinvestment plan impacted approximately 6.4% of the Company’s full-time employees.
The Company incurred severance charges for the strategic reinvestment plan of $9.2 million for the nine months ended September 30, 2025, of which $6.9 million was recorded in sales and marketing expenses, $0.6 million was recorded in research and development expenses, and $1.7 million was recorded in general and administrative expenses on the condensed consolidated statement of operations.
The Company expects that the execution of the strategic reinvestment plan will be substantially complete by the end of the fourth quarter of 2025, subject to local law and consultation requirements. The following table summarizes our restructuring liability included in accrued liabilities in the condensed consolidated balance sheets (in thousands):

Balance, December 31, 2024 | $ | — |
Restructuring charges | 9,215 |
Cash payments | (7,609) |
Balance, September 30, 2025 | $ | 1,606 |

Workforce Reduction Plan
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 Company incurred restructuring charges for the workforce reduction plan of $8.6 million for the nine months ended September 30, 2024, of which $6.5 million was recorded in sales and marketing expenses, $0.7 million was recorded in research and development expenses, and $1.4 million was recorded in general and administrative expenses on the condensed consolidated statement of operations. Restructuring charges incurred for the workforce reduction plan for the three months ended September 30, 2024 and the three and nine months ended September 30, 2025 were not material.
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JAMF HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
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 | 103 |
Cash payments | (1,332) |
Balance, September 30, 2025 | $ | — |

Note 14. Subsequent events
Merger Agreement
On October 28, 2025, the Company entered into the Merger Agreement with Parent and Merger Sub. Parent and Merger Sub are affiliates of Francisco Partners. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
Upon the terms and subject to the conditions set forth in the Merger Agreement, each share of our common stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares held by the Company as treasury stock, owned by Parent or any of its subsidiaries (including Merger Sub), or any shares of our common stock as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically cancelled, extinguished, and converted into the right to receive cash in an amount equal to $13.05, without interest thereon. The Merger is expected to close in the first quarter of 2026, subject to customary closing conditions and regulatory approvals including the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Upon consummation of the Merger, the Company will become a privately held company and our common stock will no longer be listed on any public market.
Voting Agreements
In connection with the execution of the Merger Agreement, Parent and the Company entered into the Voting Agreements with: (i) certain investment funds affiliated with Vista and (ii) John Strosahl and Dean Hager. Under the Voting Agreements, the shareholders party thereto have agreed to vote or execute consents with respect to all of their shares of our common stock in favor of the adoption of the Merger Agreement and approval of the Merger, subject to certain terms and conditions contained therein.
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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 events or operating or financial performance. For example, all statements we make relating to our expectations relating to the Merger and the transactions contemplated by the Merger Agreement, 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:
•failure to obtain the required vote of our stockholders in connection with the Merger;
•the timing to consummate the Merger and the risk that the Merger may not be completed at all or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement;
•the risk that the conditions to closing of the Merger may not be satisfied or waived;
•the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated;
•potential litigation relating to, or other unexpected costs resulting from, the Merger;
•legislative, regulatory, and economic developments;
•risks that the Merger disrupts current plans and operations;
•the risk that certain restrictions during the pendency of the Merger may impact our ability to pursue certain business opportunities or strategic transactions;
•the diversion of management’s time on transaction-related issues;
•continued availability of capital and financing and rating agency actions;
•the risk that any announcements relating to the Merger could have adverse effects on the market price of our common stock, credit ratings, or operating results;
•the risk that the Merger and its announcement could have an adverse effect on our ability to retain and hire key personnel, to retain customers, and to maintain relationships with business partners, suppliers, and customers;
•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;
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•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, including as a result of our recent strategic reinvestment plan;
•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 ability to integrate our recent acquisition of Identity Automation;
•our ability to predict and respond to rapidly evolving technological trends and our customers’ changing needs;
•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;
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•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 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
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.
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 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 is able to 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 4 of our condensed consolidated financial statements for more information.
Pending Take-Private Merger
On October 28, 2025, the Company entered into the Merger Agreement with Parent and Merger Sub. Parent and Merger Sub are affiliates of Francisco Partners. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
Upon the terms and subject to the conditions set forth in the Merger Agreement, each share of our common stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares held by the Company as treasury stock, owned by Parent or any of its subsidiaries (including Merger Sub), or any shares of our common stock as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically cancelled, extinguished, and converted into the right to receive cash in an amount equal to $13.05, without interest thereon. The Merger is expected to close in the first quarter of 2026, subject to customary closing conditions and regulatory approvals including the adoption of the
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Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock. Upon consummation of the Merger, the Company will become a privately held company and our common stock will no longer be listed on any public market.
The Merger Agreement contains certain customary termination rights for the Company and Parent, including (i) if the Merger is not consummated on or before July 28, 2026, (ii) if the requisite stockholder approval is not obtained at a meeting of Company stockholders (or any adjournment or postponement thereof) at which a vote is taken on the Merger, (iii) if the other party breaches its representations, warranties, or covenants in a manner that would cause the conditions to the closing of the transactions contemplated by the Merger Agreement to not be satisfied and fails to cure such breach within the applicable cure period, or (iv) if any law, order, or judgment prohibiting the Merger has become final and non-appealable. If the Merger Agreement is terminated under certain circumstances, the Company would be required to pay Parent a termination fee of $68.1 million. Parent would be required to pay to the Company a termination fee of $136.2 million if the Merger Agreement is terminated under certain other circumstances.
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.
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
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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 expanded use of tariffs by the U.S. since the beginning of 2025, potential retaliatory measures by other countries, uncertainty surrounding trade relations, and overall economic uncertainty. These factors 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.
Strategic reinvestment plan. On July 15, 2025, the Company announced its strategic reinvestment plan, which is intended to reduce operating costs, improve operating margins, allow for strategic reinvestment, and continue advancing the Company’s ongoing commitment to profitable growth. The strategic reinvestment plan impacted approximately 6.4% of the Company’s full-time employees. The Company incurred severance charges for the strategic reinvestment plan of $9.2 million for the nine months ended September 30, 2025. The Company expects that the execution of the strategic reinvestment plan will be substantially complete by the end of the fourth quarter of 2025, subject to local law and consultation requirements. The Company may also incur charges and expenditures not currently contemplated due to unanticipated events that may occur in connection with the strategic reinvestment plan.
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. Beginning in the second quarter of 2025, ARR is calculated using the current period exchange rate. 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 $728.6 million and $629.9 million as of September 30, 2025 and 2024, respectively, which is an increase of 16% year-over-year. The growth in our ARR was primarily driven by the acquisition of Identity Automation, device expansion, cross-selling additional solutions to our installed customer base, and the addition of new customers.
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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 rate for the trailing twelve months ended September 30, 2025 does not include Identity Automation since it has not been a part of our business for the full trailing twelve months.
Our dollar-based net retention rates were 104% and 106% for the trailing twelve months ended September 30, 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.
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.
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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 certain expenses resulting from our evaluation and completion of acquisition and merger opportunities, 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 (Expense) Income, Net
Interest (expense) 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 and 2025 Term Loan.
Foreign Currency Transaction (Loss) Gain
Foreign currency transaction (loss) gain includes gains and losses from transactions denominated in a currency other than the Company’s functional currency, the U.S. dollar.
Other Expense, Net
Other expense, net consists of an impairment loss recorded on a strategic investment in the second quarter of 2025.
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.
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Results of Operations
The following table sets forth our condensed consolidated statements of operations data for the periods indicated:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Revenue: |  |  |  |  |  |  |
Subscription | $ | 179,610 |  |  | $ | 156,070 |  |  | $ | 516,597 |  |  | $ | 453,851 |
Services | 3,884 |  |  | 3,192 |  |  | 11,016 |  |  | 10,395 |
License | — |  |  | 24 |  |  | 3 |  |  | 179 |
Total revenue | 183,494 |  |  | 159,286 |  |  | 527,616 |  |  | 464,425 |
Cost of revenue: |  |  |  |  |  |  |
Cost of subscription(1)(2)(3)(4)(5)(6) (exclusive of amortization expense shown below) | 35,040 |  |  | 29,149 |  |  | 100,567 |  |  | 85,300 |
Cost of services(1)(2)(3)(4)(5)(6) (exclusive of amortization expense shown below) | 4,258 |  |  | 3,831 |  |  | 12,106 |  |  | 11,220 |
Amortization expense | 4,680 |  |  | 3,048 |  |  | 12,202 |  |  | 9,604 |
Total cost of revenue | 43,978 |  |  | 36,028 |  |  | 124,875 |  |  | 106,124 |
Gross profit | 139,516 |  |  | 123,258 |  |  | 402,741 |  |  | 358,301 |
Operating expenses: |  |  |  |  |  |  |
Sales and marketing(1)(2)(3)(4)(5)(6) | 60,931 |  |  | 60,056 |  |  | 184,874 |  |  | 186,743 |
Research and development(1)(2)(3)(4)(5)(6) | 38,621 |  |  | 35,977 |  |  | 113,282 |  |  | 104,992 |
General and administrative(1)(2)(3)(4)(5)(6)(7) | 35,006 |  |  | 36,136 |  |  | 103,551 |  |  | 102,761 |
Amortization expense | 8,374 |  |  | 6,948 |  |  | 23,586 |  |  | 20,741 |
Total operating expenses | 142,932 |  |  | 139,117 |  |  | 425,293 |  |  | 415,237 |
Loss from operations | (3,416) |  |  | (15,859) |  |  | (22,552) |  |  | (56,936) |
Interest (expense) income, net | (2,347) |  |  | 1,574 |  |  | (2,640) |  |  | 5,255 |
Foreign currency transaction (loss) gain | (598) |  |  | 3,354 |  |  | 2,776 |  |  | 3,373 |
Other expense, net | — |  |  | — |  |  | (850) |  |  | — |
Loss before income tax benefit (provision) | (6,361) |  |  | (10,931) |  |  | (23,266) |  |  | (48,308) |
Income tax benefit (provision) | 1,848 |  |  | (1,310) |  |  | (1,593) |  |  | (3,719) |
Net loss | $ | (4,513) |  |  | $ | (12,241) |  |  | $ | (24,859) |  |  | $ | (52,027) |

(1) Includes stock-based compensation as follows:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Cost of revenue: |  |  |  |  |  |  |
Subscription | $ | 3,228 |  |  | $ | 2,931 |  |  | $ | 9,751 |  |  | $ | 8,542 |
Services | 445 |  |  | 445 |  |  | 1,242 |  |  | 1,308 |
Sales and marketing | 5,267 |  |  | 7,887 |  |  | 20,827 |  |  | 22,561 |
Research and development | 6,536 |  |  | 6,581 |  |  | 19,954 |  |  | 18,981 |
General and administrative | 6,462 |  |  | 7,563 |  |  | 22,371 |  |  | 20,877 |
| $ | 21,938 |  |  | $ | 25,407 |  |  | $ | 74,145 |  |  | $ | 72,269 |

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

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Cost of revenue: |  |  |  |  |  |  |
Subscription | $ | 1 |  |  | $ | 73 |  |  | $ | 242 |  |  | $ | 255 |
Services | (6) |  |  | 33 |  |  | 51 |  |  | 57 |
Sales and marketing | 6 |  |  | 259 |  |  | 833 |  |  | 876 |
Research and development | 22 |  |  | 155 |  |  | 568 |  |  | 514 |
General and administrative | 21 |  |  | 112 |  |  | 526 |  |  | 548 |
| $ | 44 |  |  | $ | 632 |  |  | $ | 2,220 |  |  | $ | 2,250 |

(3) Includes depreciation expense as follows:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Cost of revenue: |  |  |  |  |  |  |
Subscription | $ | 516 |  |  | $ | 346 |  |  | $ | 1,238 |  |  | $ | 951 |
Services | 71 |  |  | 46 |  |  | 168 |  |  | 139 |
Sales and marketing | 738 |  |  | 700 |  |  | 2,038 |  |  | 2,120 |
Research and development | 639 |  |  | 467 |  |  | 1,570 |  |  | 1,360 |
General and administrative | 353 |  |  | 259 |  |  | 889 |  |  | 768 |
| $ | 2,317 |  |  | $ | 1,818 |  |  | $ | 5,903 |  |  | $ | 5,338 |

(4) Includes transaction-related costs as follows:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Cost of revenue: |  |  |  |  |  |  |
Subscription | $ | 6 |  |  | $ | — |  |  | $ | 67 |  |  | $ | — |
Services | — |  |  | 27 |  |  | — |  |  | 194 |
Sales and marketing | — |  |  | — |  |  | 77 |  |  | — |
Research and development | 58 |  |  | 119 |  |  | 63 |  |  | 538 |
General and administrative | 3,390 |  |  | 342 |  |  | 7,883 |  |  | 4,530 |
| $ | 3,454 |  |  | $ | 488 |  |  | $ | 8,090 |  |  | $ | 5,262 |

(5) Includes system transformation costs as follows:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Cost of revenue: |  |  |  |  |  |  |
Subscription | $ | 120 |  |  | $ | 74 |  |  | $ | 338 |  |  | $ | 178 |
Services | 16 |  |  | 9 |  |  | 46 |  |  | 9 |
Sales and marketing | 258 |  |  | 390 |  |  | 833 |  |  | 525 |
Research and development | 149 |  |  | 157 |  |  | 431 |  |  | 157 |
General and administrative | 2,591 |  |  | 5,701 |  |  | 7,914 |  |  | 9,675 |
| $ | 3,134 |  |  | $ | 6,331 |  |  | $ | 9,562 |  |  | $ | 10,544 |

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

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Cost of revenue: |  |  |  |  |  |  |
Subscription | $ | 6 |  |  | $ | — |  |  | $ | 75 |  |  | $ | 7 |
Services | 101 |  |  | — |  |  | 132 |  |  | — |
Sales and marketing | 6,929 |  |  | (31) |  |  | 7,320 |  |  | 6,487 |
Research and development | 570 |  |  | 1 |  |  | 1,505 |  |  | 709 |
General and administrative | 1,424 |  |  | 712 |  |  | 2,087 |  |  | 1,669 |
| $ | 9,030 |  |  | $ | 682 |  |  | $ | 11,119 |  |  | $ | 8,872 |

(7) General and administrative also includes the following:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Offering costs | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 872 |
Extraordinary legal settlements and non-recurring litigation costs | — |  |  | 11 |  |  | — |  |  | (122) |

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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (as a percentage of total revenue)
Revenue: |  |  |  |  |  |  |
Subscription | 98 | % |  | 98 | % |  | 98 | % |  | 98 | %
Services | 2 |  |  | 2 |  |  | 2 |  |  | 2 |
License | — |  |  | — |  |  | — |  |  | — |
Total revenue | 100 |  |  | 100 |  |  | 100 |  |  | 100 |
Cost of revenue: |  |  |  |  |  |  |
Cost of subscription (exclusive of amortization expense shown below) | 19 |  |  | 18 |  |  | 19 |  |  | 18 |
Cost of services (exclusive of amortization expense shown below) | 2 |  |  | 3 |  |  | 2 |  |  | 3 |
Amortization expense | 3 |  |  | 2 |  |  | 3 |  |  | 2 |
Total cost of revenue | 24 |  |  | 23 |  |  | 24 |  |  | 23 |
Gross profit | 76 |  |  | 77 |  |  | 76 |  |  | 77 |
Operating expenses: |  |  |  |  |  |  |
Sales and marketing | 33 |  |  | 38 |  |  | 35 |  |  | 40 |
Research and development | 21 |  |  | 23 |  |  | 21 |  |  | 23 |
General and administrative | 19 |  |  | 23 |  |  | 20 |  |  | 22 |
Amortization expense | 5 |  |  | 3 |  |  | 4 |  |  | 4 |
Total operating expenses | 78 |  |  | 87 |  |  | 80 |  |  | 89 |
Loss from operations | (2) |  |  | (10) |  |  | (4) |  |  | (12) |
Interest (expense) income, net | (1) |  |  | 1 |  |  | (1) |  |  | 1 |
Foreign currency transaction (loss) gain | — |  |  | 2 |  |  | 1 |  |  | 1 |
Other expense, net | — |  |  | — |  |  | — |  |  | — |
Loss before income tax benefit (provision) | (3) |  |  | (7) |  |  | (4) |  |  | (10) |
Income tax benefit (provision) | 1 |  |  | (1) |  |  | (1) |  |  | (1) |
Net loss | (2) | % |  | (8) | % |  | (5) | % |  | (11) | %

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Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Revenue

| Three Months Ended September 30, |  | Change |  | Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | % |  | 2025 |  | 2024 |  | $ |  | %
| (in thousands, except percentages)
SaaS subscription and support and maintenance | $ | 169,082 |  |  | $ | 151,485 |  |  | $ | 17,597 |  |  | 12 | % |  | $ | 491,273 |  |  | $ | 439,992 |  |  | $ | 51,281 |  |  | 12 | %
On-premise subscription | 10,528 |  |  | 4,585 |  |  | 5,943 |  |  | NM |  | 25,324 |  |  | 13,859 |  |  | 11,465 |  |  | 83 |
Subscription revenue | 179,610 |  |  | 156,070 |  |  | 23,540 |  |  | 15 |  |  | 516,597 |  |  | 453,851 |  |  | 62,746 |  |  | 14 |
Professional services | 3,884 |  |  | 3,192 |  |  | 692 |  |  | 22 |  |  | 11,016 |  |  | 10,395 |  |  | 621 |  |  | 6 |
Perpetual licenses | — |  |  | 24 |  |  | (24) |  |  | (100) |  |  | 3 |  |  | 179 |  |  | (176) |  |  | (98) |
Non-subscription revenue | 3,884 |  |  | 3,216 |  |  | 668 |  |  | 21 |  |  | 11,019 |  |  | 10,574 |  |  | 445 |  |  | 4 |
Total revenue | $ | 183,494 |  |  | $ | 159,286 |  |  | $ | 24,208 |  |  | 15 | % |  | $ | 527,616 |  |  | $ | 464,425 |  |  | $ | 63,191 |  |  | 14 | %

NM Not Meaningful.
For the three and nine months ended September 30, 2025, total revenue increased as a result of higher subscription revenue. Subscription revenue accounted for 98% of total revenue for both the three and nine months ended September 30, 2025 and 2024. The increase in subscription revenue was driven by the acquisition of Identity Automation, device expansion, cross-selling, and the addition of new customers.
Cost of Revenue and Gross Margin

| Three Months Ended September 30, |  | Change |  | Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | % |  | 2025 |  | 2024 |  | $ |  | %
| (in thousands, except percentages)
Cost of revenue: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cost of subscription (exclusive of amortization expense shown below) | $ | 35,040 |  |  | $ | 29,149 |  |  | $ | 5,891 |  |  | 20 | % |  | $ | 100,567 |  |  | $ | 85,300 |  |  | $ | 15,267 |  |  | 18 | %
Cost of services (exclusive of amortization expense show below) | 4,258 |  |  | 3,831 |  |  | 427 |  |  | 11 |  |  | 12,106 |  |  | 11,220 |  |  | 886 |  |  | 8 |
Amortization expense | 4,680 |  |  | 3,048 |  |  | 1,632 |  |  | 54 |  |  | 12,202 |  |  | 9,604 |  |  | 2,598 |  |  | 27 |
Total cost of revenue | $ | 43,978 |  |  | $ | 36,028 |  |  | $ | 7,950 |  |  | 22 | % |  | $ | 124,875 |  |  | $ | 106,124 |  |  | $ | 18,751 |  |  | 18 | %
Gross margin | 76% |  | 77% |  |  |  |  |  | 76% |  | 77% |  |  |  |

Three months ended
For the three months ended September 30, 2025, cost of revenue increased primarily due to an increase in cost of subscription revenue and amortization expense. Cost of subscription revenue increased primarily due to a $2.2 million increase in employee compensation costs, a $1.7 million increase in third-party hosting costs, and a $1.0 million increase in computer hardware and software costs. Amortization expense increased primarily due to the increase in intangible assets from the Identity Automation acquisition.
Nine months ended
For the nine months ended September 30, 2025, cost of revenue increased primarily due to an increase in cost of subscription revenue and amortization expense. Cost of subscription revenue increased primarily due to a $6.9 million increase in employee compensation costs, a $2.9 million increase in computer hardware and software costs, a $1.5 million increase in third-party hosting costs, a $1.2 million increase in stock-based compensation expense and related payroll taxes, and a $0.8 million increase in outside services. Amortization expense increased primarily due to the increase in intangible assets from the Identity Automation acquisition.
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Operating Expenses

| Three Months Ended September 30, |  | Change |  | Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | % |  | 2025 |  | 2024 |  | $ |  | %
| (in thousands, except percentages)
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing | $ | 60,931 |  |  | $ | 60,056 |  |  | $ | 875 |  |  | 1 | % |  | $ | 184,874 |  |  | $ | 186,743 |  |  | $ | (1,869) |  |  | (1) | %
Research and development | 38,621 |  |  | 35,977 |  |  | 2,644 |  |  | 7 |  |  | 113,282 |  |  | 104,992 |  |  | 8,290 |  |  | 8 |
General and administrative | 35,006 |  |  | 36,136 |  |  | (1,130) |  |  | (3) |  |  | 103,551 |  |  | 102,761 |  |  | 790 |  |  | 1 |
Amortization expense | 8,374 |  |  | 6,948 |  |  | 1,426 |  |  | 21 |  |  | 23,586 |  |  | 20,741 |  |  | 2,845 |  |  | 14 |
Operating expenses | $ | 142,932 |  |  | $ | 139,117 |  |  | $ | 3,815 |  |  | 3 | % |  | $ | 425,293 |  |  | $ | 415,237 |  |  | $ | 10,056 |  |  | 2 | %

Three months ended
For the three months ended September 30, 2025, sales and marketing expenses increased primarily due to a $7.0 million increase in restructuring and other cost optimization charges, partially offset by a $2.9 million decrease in stock-based compensation expense and related payroll taxes and a $2.3 million decrease in employee compensation costs.
For the three months ended September 30, 2025, research and development expenses increased primarily due to a $0.8 million increase in employee compensation costs, a $0.6 million increase in outside services, and a $0.6 million increase in restructuring and other cost optimization charges.
For the three months ended September 30, 2025, general and administrative expenses decreased primarily due to a $3.1 million decrease in system transformation costs and a $1.2 million decrease in stock-based compensation expense and related payroll taxes, partially offset by a $3.0 million increase in transaction-related costs and a $0.9 million increase in employee compensation costs.
For the three months ended September 30, 2025, amortization expense increased primarily due to the increase in intangible assets from the Identity Automation acquisition.
Nine months ended
For the nine months ended September 30, 2025, sales and marketing expenses decreased primarily due to a $1.9 million decrease in employee compensation costs and a $1.8 million decrease in stock-based compensation and related payroll taxes, partially offset by a $1.0 million increase in travel-related expenses, and a $0.8 million increase in restructuring and other cost optimization charges.
For the nine months ended September 30, 2025, research and development expenses increased primarily due to a $2.5 million increase in employee compensation costs, a $1.2 million increase in outside services, a $1.1 million increase in computer hardware and software costs, a $1.0 million increase in stock-based compensation and related payroll taxes, a $1.0 million increase in third-party hosting costs, and a $0.8 million increase in restructuring and other cost optimization charges.
For the nine months ended September 30, 2025, general and administrative expenses increased primarily due to a $3.4 million increase in transaction-related costs, a $2.1 million increase in employee compensation costs, and a $1.5 million increase in stock-based compensation expense and related payroll taxes, partially offset by a $1.8 million decrease in system transformation costs, a $1.4 million decrease in outside services, a $0.9 million decrease in offering costs, and a $0.8 million decrease in computer hardware and software costs.
For the nine months ended September 30, 2025, amortization expense increased primarily due to the increase in intangible assets from the Identity Automation acquisition.
Interest (Expense) Income, Net

| Three Months Ended September 30, |  | Change |  | Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | % |  | 2025 |  | 2024 |  | $ |  | %
| (in thousands, except percentages)
Interest (expense) income, net | $ | (2,347) |  |  | $ | 1,574 |  |  | $ | (3,921) |  |  | NM |  | $ | (2,640) |  |  | $ | 5,255 |  |  | $ | (7,895) |  |  | NM

NM Not Meaningful.
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Three and nine months ended
For the three and nine months ended September 30, 2025, the change in interest (expense) income, net was primarily due to an increase in interest expense related to the 2025 Term Loan and lower average earned interest rates, partially offset by an increase in interest income due to higher average invested balances.
Foreign Currency Transaction (Loss) Gain

| Three Months Ended September 30, |  | Change |  | Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | % |  | 2025 |  | 2024 |  | $ |  | %
| (in thousands, except percentages)
Foreign currency transaction (loss) gain | $ | (598) |  |  | $ | 3,354 |  |  | $ | (3,952) |  |  | NM |  | $ | 2,776 |  |  | $ | 3,373 |  |  | $ | (597) |  |  | (18) | %

NM Not Meaningful.
Three and nine months ended
For the three and nine months ended September 30, 2025, the change in foreign currency transaction (loss) gain was primarily due to the impact of changes in foreign currency exchange rates, primarily the GBP and EUR.
Other Expense, Net

| Three Months Ended September 30, |  | Change |  | Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | % |  | 2025 |  | 2024 |  | $ |  | %
| (in thousands, except percentages)
Other expense, net | $ | — |  |  | $ | — |  |  | $ | — |  |  | — | % |  | $ | (850) |  |  | $ | — |  |  | $ | (850) |  |  | NM

NM Not Meaningful.
Nine months ended
Other expense, net for the nine months ended September 30, 2025 consists of an impairment loss recorded on a strategic investment. See Note 2 of our condensed consolidated financial statements for additional information.
Income Tax Benefit (Provision)

| Three Months Ended September 30, |  | Change |  | Nine Months Ended September 30, |  | Change
| 2025 |  | 2024 |  | $ |  | % |  | 2025 |  | 2024 |  | $ |  | %
| (in thousands, except percentages)
Income tax benefit (provision) | $ | 1,848 |  |  | $ | (1,310) |  |  | $ | 3,158 |  |  | NM |  | $ | (1,593) |  |  | $ | (3,719) |  |  | $ | 2,126 |  |  | 57 | %
Effective tax rate | 29.1 | % |  | (12.0) | % |  |  |  |  |  | (6.8) | % |  | (7.7) | % |  |  |  |

NM Not Meaningful.
Three and nine months ended
The change in the effective tax rate for the three months ended September 30, 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, as well as the favorable impact of the OBBBA on the domestic tax liability.
The change in the effective tax rate for the nine months ended September 30, 2025 compared to the prior year period was primarily due to the impact of the Identity Automation acquisition. 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
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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 loss (gain), amortization of debt issuance costs, transaction-related costs, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, impairment charges, and extraordinary legal settlements and non-recurring litigation costs. Transaction-related costs include certain expenses resulting from our evaluation and completion of acquisition and merger opportunities, 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.
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, transaction-related costs, 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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Gross profit | $ | 139,516 |  |  | $ | 123,258 |  |  | $ | 402,741 |  |  | $ | 358,301 |
Amortization expense | 4,680 |  |  | 3,048 |  |  | 12,202 |  |  | 9,604 |
Stock-based compensation | 3,673 |  |  | 3,376 |  |  | 10,993 |  |  | 9,850 |
Transaction-related costs | 6 |  |  | 27 |  |  | 67 |  |  | 194 |
Payroll taxes related to stock-based compensation | (5) |  |  | 106 |  |  | 293 |  |  | 312 |
System transformation costs | 136 |  |  | 83 |  |  | 384 |  |  | 187 |
Restructuring and other cost optimization charges | 107 |  |  | — |  |  | 207 |  |  | 7 |
Non-GAAP gross profit | $ | 148,113 |  |  | $ | 129,898 |  |  | $ | 426,887 |  |  | $ | 378,455 |
Gross profit margin | 76% |  | 77% |  | 76% |  | 77%
Non-GAAP gross profit margin | 81% |  | 82% |  | 81% |  | 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
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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, transaction-related costs, offering costs, 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.
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 September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Operating loss | $ | (3,416) |  |  | $ | (15,859) |  |  | $ | (22,552) |  |  | $ | (56,936) |
Amortization expense | 13,054 |  |  | 9,996 |  |  | 35,788 |  |  | 30,345 |
Stock-based compensation | 21,938 |  |  | 25,407 |  |  | 74,145 |  |  | 72,269 |
Transaction-related costs | 3,454 |  |  | 488 |  |  | 8,090 |  |  | 5,262 |
Offering costs | — |  |  | — |  |  | — |  |  | 872 |
Payroll taxes related to stock-based compensation | 44 |  |  | 632 |  |  | 2,220 |  |  | 2,250 |
System transformation costs | 3,134 |  |  | 6,331 |  |  | 9,562 |  |  | 10,544 |
Restructuring and other cost optimization charges | 9,030 |  |  | 682 |  |  | 11,119 |  |  | 8,872 |
Extraordinary legal settlements and non-recurring litigation costs | — |  |  | 11 |  |  | — |  |  | (122) |
Non-GAAP operating income | $ | 47,238 |  |  | $ | 27,688 |  |  | $ | 118,372 |  |  | $ | 73,356 |
Operating loss margin | (2)% |  | (10)% |  | (4)% |  | (12)%
Non-GAAP operating income margin | 26% |  | 17% |  | 22% |  | 16%

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 loss, adjusted for income tax benefit (provision), amortization expense, stock-based compensation expense, foreign currency transaction loss (gain), amortization of debt issuance costs, transaction-related costs, offering costs, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, impairment 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 loss before income taxes adjusted for amortization expense, stock-based compensation expense, foreign currency transaction loss (gain), amortization of debt issuance costs, transaction-related costs, offering costs, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, impairment 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 loss, the most directly comparable GAAP measure, is as follows:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Net loss | $ | (4,513) |  |  | $ | (12,241) |  |  | $ | (24,859) |  |  | $ | (52,027) |
Exclude: income tax benefit (provision) | 1,848 |  |  | (1,310) |  |  | (1,593) |  |  | (3,719) |
Loss before income tax benefit (provision) | (6,361) |  |  | (10,931) |  |  | (23,266) |  |  | (48,308) |
Amortization expense | 13,054 |  |  | 9,996 |  |  | 35,788 |  |  | 30,345 |
Stock-based compensation | 21,938 |  |  | 25,407 |  |  | 74,145 |  |  | 72,269 |
Foreign currency transaction loss (gain) | 598 |  |  | (3,354) |  |  | (2,776) |  |  | (3,373) |
Amortization of debt issuance costs | 877 |  |  | 722 |  |  | 2,396 |  |  | 2,119 |
Transaction-related costs | 3,454 |  |  | 488 |  |  | 8,090 |  |  | 5,262 |
Offering costs | — |  |  | — |  |  | — |  |  | 872 |
Payroll taxes related to stock-based compensation | 44 |  |  | 632 |  |  | 2,220 |  |  | 2,250 |
System transformation costs | 3,134 |  |  | 6,331 |  |  | 9,562 |  |  | 10,544 |
Restructuring and other cost optimization charges | 9,030 |  |  | 682 |  |  | 11,119 |  |  | 8,872 |
Impairment charges | — |  |  | — |  |  | 850 |  |  | — |
Extraordinary legal settlements and non-recurring litigation costs | — |  |  | 11 |  |  | — |  |  | (122) |
Non-GAAP income before income taxes | 45,768 |  |  | 29,984 |  |  | 118,128 |  |  | 80,730 |
Non-GAAP provision for income taxes (1) | (10,985) |  |  | (7,196) |  |  | (28,351) |  |  | (19,375) |
Non-GAAP net income | $ | 34,783 |  |  | $ | 22,788 |  |  | $ | 89,777 |  |  | $ | 61,355 |

(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 use adjusted EBITDA, and believe it is useful for our investors, to understand and evaluate our operating performance and trends. We define adjusted EBITDA as net loss, adjusted for interest expense (income), net, (benefit) provision for income taxes, depreciation expense, amortization expense, stock-based compensation expense, foreign currency transaction loss (gain), transaction-related costs, offering costs, payroll taxes related to stock-based compensation, system transformation costs, restructuring and other cost optimization charges, impairment charges, and extraordinary legal settlements and non-recurring litigation costs.
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A reconciliation of adjusted EBITDA to net loss, the most directly comparable GAAP measure, is as follows:

| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (in thousands)
Net loss | $ | (4,513) |  |  | $ | (12,241) |  |  | $ | (24,859) |  |  | $ | (52,027) |
Interest expense (income), net | 2,347 |  |  | (1,574) |  |  | 2,640 |  |  | (5,255) |
(Benefit) provision for income taxes | (1,848) |  |  | 1,310 |  |  | 1,593 |  |  | 3,719 |
Depreciation expense | 2,317 |  |  | 1,818 |  |  | 5,903 |  |  | 5,338 |
Amortization expense | 13,054 |  |  | 9,996 |  |  | 35,788 |  |  | 30,345 |
Stock-based compensation | 21,938 |  |  | 25,407 |  |  | 74,145 |  |  | 72,269 |
Foreign currency transaction loss (gain) | 598 |  |  | (3,354) |  |  | (2,776) |  |  | (3,373) |
Transaction-related costs | 3,454 |  |  | 488 |  |  | 8,090 |  |  | 5,262 |
Offering costs | — |  |  | — |  |  | — |  |  | 872 |
Payroll taxes related to stock-based compensation | 44 |  |  | 632 |  |  | 2,220 |  |  | 2,250 |
System transformation costs | 3,134 |  |  | 6,331 |  |  | 9,562 |  |  | 10,544 |
Restructuring and other cost optimization charges | 9,030 |  |  | 682 |  |  | 11,119 |  |  | 8,872 |
Impairment charges | — |  |  | — |  |  | 850 |  |  | — |
Extraordinary legal settlements and non-recurring litigation costs | — |  |  | 11 |  |  | — |  |  | (122) |
Adjusted EBITDA | $ | 49,555 |  |  | $ | 29,506 |  |  | $ | 124,275 |  |  | $ | 78,694 |

Liquidity and Capital Resources
General
As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents totaling $547.2 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 $173.8 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 September 30, 2025, we had deferred revenue of $440.5 million, of which $380.2 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.
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 cash consideration of $40.0 million paid on October 1, 2025. The cash consideration paid upon closing was funded with the Company’s cash on hand.
As of September 30, 2025, there were $1.2 million in outstanding letters of credit under the 2024 Credit Agreement and $371.4 million outstanding on our 2026 Notes, which mature on September 1, 2026. On May 21, 2025, the Company entered into Amendment No. 1 to the 2024 Credit Agreement, which provided for the 2025 Term Loan in an aggregate principal amount of $400.0 million. See Note 8 of our condensed consolidated financial statements for additional information. The Company used the proceeds of the 2025 Term Loan to pay the deferred cash consideration in connection with the acquisition of Identity Automation, and anticipates using the remainder of the proceeds, in its discretion, to (i) repurchase a portion of the 2026 Notes in open market repurchases or through privately negotiated transactions, (ii) pay fees, costs, and expenses incurred with the foregoing and Amendment No. 1 to the 2024 Credit Agreement, and (iii) finance working capital and other general corporate purposes.
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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 and 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 the timing and closing of the Merger, the costs related to the Merger, 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 September 30, 2025, our principal commitments consist of obligations under our 2026 Notes, the 2025 Term Loan, contractual agreements for hosting services and other support software, operating leases for office space, and the deferred consideration in connection with the acquisition of Identity Automation. See Note 8 of our condensed consolidated financial statements for additional information on the commitments related to the 2025 Term Loan. Additionally, in the second quarter of 2025, the Company entered into an amended contractual agreement with an unrelated party for hosting services, which includes a non-cancelable commitment of $147.3 million over the next three years. Any remaining commitments under the prior agreement were terminated upon the commencement date of the amended agreement. Other than as described above, there have been no other material changes to our commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
In addition, as disclosed above, subject to the restrictions in our debt agreements, we may, at any time, and from time to time, repurchase 2026 Notes, or any other securities we may issue, in open market transactions, privately negotiated transactions, in exchange for property or other securities or otherwise. In addition, subject to the restrictions in our debt agreements and the terms of the 2026 Notes, we may redeem all or portions of such notes. Any repurchase or redemption decisions will be made after consideration of market conditions and liquidity needs and will be upon such terms and at such prices as we determine appropriate. However, there is no guarantee that a repurchase or redemption will take place.
Cash Flows
The following table presents a summary of our condensed consolidated cash flows from operating, investing, and financing activities:

| Nine Months Ended September 30,
| 2025 |  | 2024
| (in thousands)
Net cash provided by operating activities | $ | 107,431 |  |  | $ | 21,516 |
Net cash used in investing activities | (183,142) |  |  | (9,477) |
Net cash provided by (used in) financing activities | 395,250 |  |  | (40,863) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (433) |  |  | 102 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 319,106 |  |  | (28,722) |
Cash, cash equivalents, and restricted cash, beginning of period | 228,344 |  |  | 250,809 |
Cash, cash equivalents, and restricted cash, end of period | $ | 547,450 |  |  | $ | 222,087 |
Cash paid for interest | $ | 9,815 |  |  | $ | 727 |
Cash paid for purchases of equipment and leasehold improvements | 4,575 |  |  | 6,674 |

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 nine months ended September 30, 2025, net cash provided by operating activities was $107.4 million, an increase of $85.9 million compared to the nine months ended September 30, 2024. The change was primarily attributable to an increase in cash received from our customers, an $18.1 million decrease in cash paid for system transformation costs, and a $5.4 million decrease in cash paid for transaction-related costs, partially offset by a $9.1 million increase in cash paid for interest, an increase in cash paid for third-party hosting costs, and a $1.8 million increase in cash paid for restructuring and other cost optimization charges.
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Investing Activities
During the nine months ended September 30, 2025, net cash used in investing activities was $183.1 million, an increase of $173.7 million compared to the nine months ended September 30, 2024. The increase was primarily attributable to cash paid, net of cash acquired, of $175.6 million for the Identity Automation acquisition in the second quarter of 2025, partially offset by a $2.1 million decrease in purchases of equipment and leasehold improvements.
Financing Activities
During the nine months ended September 30, 2025, net cash provided by financing activities was $395.3 million compared to net cash used in financing activities of $40.9 million for the nine months ended September 30, 2024. The change was primarily attributable to proceeds from the 2025 Term Loan of $400.0 million in the second quarter of 2025 and $35.4 million paid for the repurchase and retirement of common stock in the prior year period.
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 nine months ended September 30, 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.
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
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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 September 30, 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 September 30, 2025.
Changes in Internal Control
There have been no changes in internal control over financial reporting during the quarter ended September 30, 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. Except as set forth below, 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.
Uncertainties associated with the Merger could adversely affect our business, results of operations, financial condition, and the trading price of our common stock.
On October 28, 2025, the Company entered into the Merger Agreement with Parent and Merger Sub, pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. At closing, our common stock will be delisted from the NASDAQ and we will cease to be a reporting company. Completion of the Merger is subject to various customary closing conditions and regulatory approvals including the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock. The failure to satisfy these closing conditions could jeopardize or delay the consummation of the Merger. The parties to the Merger Agreement may not receive the necessary approvals for the transaction or receive them within the expected timeframe. In addition, the Merger may fail to close for other reasons.
The pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption to our ongoing operations and create uncertainties, any of which could have an adverse effect on our business, results of operations, financial condition, and trading price of our common stock, regardless of whether the Merger is completed. These risks include, but are not limited to:
•an adverse effect on our relationship with vendors, customers, and employees, including if our vendors, customers, or others attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during the pendency of the Merger;
•a diversion of a significant amount of management time and resources toward the completion of the Merger;
•being subject to certain restrictions on the conduct of our business;
•possibly foregoing certain business opportunities that we might otherwise pursue absent the pending Merger; and
•difficulties attracting and retaining key employees.
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The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or by termination of the Merger Agreement. Even if successfully completed, there are certain risks to our stockholders from the Merger, including:
•the per share consideration is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition, or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock;
•the fact that the exchange of common stock for cash pursuant to the Merger will be a taxable transaction for United States federal income tax purposes; and
•the fact that, if the Merger is completed, our stockholders will not participate in any future growth potential or benefit from any future increase in the value of our Company.
Failure to complete the Merger could adversely affect our business and the market price of our shares of common stock.
The closing of the Merger may not occur on the expected timeline or at all. The Merger Agreement contains certain customary termination rights for us and Parent, including (i) if the Merger is not consummated on or before July 28, 2026, (ii) if the requisite stockholder approval is not obtained at a meeting of Company stockholders (or any adjournment or postponement thereof) at which a vote is taken on the Merger, (iii) if the other party breaches its representations, warranties, or covenants in a manner that would cause the conditions to the closing of the transactions contemplated by the Merger Agreement to not be satisfied and fails to cure such breach within the applicable cure period, or (iv) if any law, order, or judgment prohibiting the Merger has become final and non-appealable. If the Merger Agreement is terminated and the Merger is not consummated, the price of our common stock may decline, we may experience negative reactions from the financial markets, including negative stock price impacts, or we may experience negative reactions from our business partners, and you may not recover your investment or receive a price for your shares of common stock similar to what has been offered pursuant to the Merger.
In addition, if the Merger Agreement is terminated by Parent under certain circumstances set forth in the Merger Agreement, the Company will be required to pay Parent a termination fee of $68.1 million. If the Company is required to pay this termination fee, such fee, together with costs incurred to execute the Merger Agreement and pursue the Merger, could have a material adverse effect on the Company’s financial condition and results of operations.
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger.
Under the Merger Agreement, we are restricted from soliciting or engaging in discussions or negotiations with respect to any alternative business combination transaction. These provisions could discourage a third-party that may have an interest in acquiring all or a significant part of our business from considering or proposing an acquisition, even if such third-party were prepared to pay consideration with a higher value than the value of the consideration provided for in the Merger Agreement.
We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement.
Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to limit the conduct of our business to those actions undertaken in the ordinary course of business and to refrain from, among other things, incurring certain debt; entering into, adopting, amending, modifying, or terminating any Company employee benefit plan; increasing the compensation or employee benefits of any director or officer; settling, releasing, waiving, or compromising certain legal proceedings; materially changing our methods, principles, or practices of financial accounting; and incurring certain capital expenditures. Because of these restrictions, we may be prevented from undertaking certain actions with respect to the conduct of our business that we might otherwise have taken if not for the Merger Agreement.
We and our directors may be subject to litigation challenging the Merger, and an unfavorable judgment or ruling in any such lawsuit could prevent or delay the consummation of the Merger and/or result in substantial costs.
Putative stockholder complaints, including stockholder class action complaints, and other complaints that may be filed against us, our Board, parties involved in the Merger, and others in connection with the transactions contemplated by the Merger Agreement may delay or prevent the consummation of the Merger. The outcome of any such demands and complaints or any litigation is uncertain, and we may not be successful in defending against these claims. Whether or not any claims are successful, this type of litigation could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect our business, results of operations, and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction
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may delay or prevent the Merger from being completed, which may exacerbate the other risks described herein and adversely affect our business, operating results, and financial condition.
We may lose key personnel and may be unable to attract and retain employees we need to support our operations and growth.
We depend on the continued services of key personnel, including our senior management team. From time to time, there may be changes in our senior management team. In the last two years, we have hired (including via internal promotions) a new Chief Executive Officer, Chief Financial Officer, and Chief Sales Officer, among other leadership changes. We generally do not have fixed-term employment agreements with our employees, and, therefore, they could terminate their employment with us at any time without penalty. While we enter into non-compete agreements where permissible, not all jurisdictions permit such agreements, and regardless of the jurisdiction, our key personnel could still pursue employment opportunities with other parties, including, potentially any of our competitors, and there are no assurances that our existing non-compete agreements with any such key personnel would be enforceable in a cost effective manner, if at all. Additionally, our non-compete periods expire, at which time key personnel could work for any of our competitors. In such event, we would be unable to prevent our current employees and other personnel formerly employed by us from competing with us, potentially resulting in the loss of some of our business. The loss of key personnel, including members of management and key engineering, product development, marketing, and sales personnel, could disrupt our operations, adversely impact employee retention and morale, and adversely affect our business.
Competition for highly qualified personnel is intense, especially for engineers with high levels of experience in designing, developing, and managing software and related services. Recruiting, hiring, and retaining employees with expertise in our industry and in the geographies where we operate may be difficult as a result of the numerous technology, software, and other companies requiring these talents, particularly in tight labor markets. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, the recent move by companies, including us, to offer a remote or hybrid work environment has resulted in increased competition for qualified personnel and wage inflation in certain markets. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached certain legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. Volatility or lack of performance in our stock price may also affect our ability to attract and retain our key employees. Any failure to successfully attract, integrate, or retain qualified personnel to fulfill our current or future needs could adversely affect our business, results of operations, and financial condition.
In July 2025, we announced a strategic reinvestment plan, which is intended to reduce operating costs, improve operating margins, allow for strategic reinvestment, and continue advancing our ongoing commitment to profitable growth. The strategic reinvestment plan impacted approximately 6.4% of our full-time employees. The strategic reinvestment plan, or any similar actions taken in the future, could negatively impact our ability to attract, integrate, retain, and motivate key employees.
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 September 16, 2025, Jason Wudi, the Company’s Chief Innovation Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Wudi's trading plan provides for the potential sale of up to 123,657 shares of common stock, including upon the vesting of RSUs, subject to certain conditions, from on or about December 16, 2025 through the earlier of the date all of the shares under the plan are sold and May 1, 2026.
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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* |  | Agreement and Plan of Merger, dated as of October 28, 2025, by and among Jamf Holding Corp., Jawbreaker Parent, Inc. and Jawbreaker Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on October 30, 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).
10.1 |  | Voting Agreement, dated as of October 28, 2025, by and among Jamf Holding Corp., Jawbreaker Parent, Inc. and certain investment funds affiliated with Vista Equity Partners Management, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 30, 2025).
10.2 |  | Voting Agreement, dated as of October 28, 2025, by and among Jamf Holding Corp., Jawbreaker Parent, Inc., John Strosahl and Dean Hager (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on October 30, 2025).
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)

* Schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.
** 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: November 10, 2025 | By: | /s/ David Rudow
|  | David Rudow
|  | Chief Financial Officer (Principal Financial Officer)

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