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 June 30, 2023

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 1100

Minneapolis, MN 55401

(Address of principal executive offices)

(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 July 26, 2023, the registrant had 125,409,404 shares of common stock, $0.001 par value, outstanding.

JAMF HOLDING CORP.

TABLE OF CONTENTS

		PAGE
PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets — June 30, 2023 and December 31, 2022	4
	Condensed Consolidated Statements of Operations — Three and Six Months Ended June 30, 2023 and 2022	5
	Condensed Consolidated Statements of Comprehensive Loss — Three and Six Months Ended June 30, 2023 and 2022	6
	Condensed Consolidated Statements of Stockholders’ Equity — Three and Six Months Ended June 30, 2023 and 2022	7
	Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2023 and 2022	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	12
	Note 3. Financial instruments fair value	14
	Note 4. Acquisitions	16
	Note 5. Goodwill and other intangible assets	18
	Note 6. Leases	19
	Note 7. Commitments and contingencies	20
	Note 8. Debt	21
	Note 9. Share-based compensation	22
	Note 10. Net loss per share	24
	Note 11. Income taxes	25
	Note 12. Related party transactions	25
	Note 13. Subsequent events	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45
PART II.	OTHER INFORMATION	47
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	49
Signatures		50

2

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
2017 Option Plan	2017 Stock Option Plan
2020 Credit Agreement	Credit agreement dated July 27, 2020, as amended, supplemented, or modified
2020 Plan	Jamf Holding Corp. Omnibus Incentive Plan
2020 Revolving Credit Facility	Revolving credit facility available under the 2020 Credit Agreement
2021 ESPP	Jamf Holding Corp. 2021 Employee Stock Purchase Plan
2026 Notes	Convertible Senior Notes due 2026
ARR	Annual Recurring Revenue
AWS	Amazon Web Services
ASC 606	ASC Topic 606, Revenue from Contracts with Customers
ASC 805	ASC Topic 805, Business Combinations
ASC 850	ASC Topic 850, Related Party Disclosures
BYOD	Bring your own device
Cash Plan	Jamf Holding Corp. Annual Cash Incentive Plan
CEO	Chief executive officer
CODM	Chief operating decision maker
Credit Agreement Amendment	Amendment No. 2 to the 2020 Credit Agreement, effective April 7, 2023
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
Digita	Digita Security LLC
EUR	Euro
Exchange Act	The Securities Exchange Act of 1934, as amended
GAAP	U.S. generally accepted accounting principles
GBP	British pound sterling
IPO	Initial public offering
IT	Information technology
JNGF	Jamf Nation Global Foundation
LIBO Rate	London interbank offered rate
MSP	Managed services provider
Prior Period ARR	ARR from the cohort of all customers as of 12 months prior to period end
R&E	Research and experimental
RSU	Restricted stock unit
SaaS	Software-as-a-service
SAFE	Simple agreement for future equity
SEC	Securities and Exchange Commission
SMBs	Small-to-medium-sized businesses
SwiftConnect, Inc.	SwiftConnect
Term SOFR	Forward-looking secured overnight financing rate
UK	United Kingdom
U.S.	United States
Vista	Vista Equity Partners, LLC and its affiliates
Wandera	Wandera, Inc.
ZecOps	ZecOps, Inc.
ZecOps Merger Agreement	Agreement and Plan of Merger, dated as of September 23, 2022 in connection with the acquisition of ZecOps

3

PART I.    FINANCIAL INFORMATION

Item 1.     Financial Statements

JAMF HOLDING CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	June 30, 2023		December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	211,471	$	224,338
Trade accounts receivable, net of allowances of $508 and $445 at June 30, 2023 and December 31, 2022, respectively	100,184		88,163
Income taxes receivable	782		465
Deferred contract costs	20,386		17,652
Prepaid expenses	18,092		14,331
Other current assets	8,078		6,097
Total current assets	358,993		351,046
Equipment and leasehold improvements, net	17,514		19,421
Goodwill	867,909		856,925
Other intangible assets, net	200,128		218,744
Deferred contract costs, non-current	46,145		39,643
Other assets	42,340		43,763
Total assets	$	1,533,029	$	1,529,542
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	15,168	$	15,393
Accrued liabilities	56,902		67,051
Income taxes payable	866		486
Deferred revenues	290,663		278,038
Total current liabilities	363,599		360,968
Deferred revenues, non-current	64,388		68,112
Deferred tax liability, net	5,146		5,505
Convertible senior notes, net	365,750		364,505
Other liabilities	25,783		29,114
Total liabilities	824,666		828,204
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized at June 30, 2023 and December 31, 2022; no shares issued and outstanding at June 30, 2023 and December 31, 2022	—		—
Common stock, $0.001 par value, 500,000,000 shares authorized at June 30, 2023 and December 31, 2022; 124,890,541 and 123,170,172 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	125		123
Additional paid‑in capital	1,105,703		1,049,875
Accumulated other comprehensive loss	(28,357)		(39,951)
Accumulated deficit	(369,108)		(308,709)
Total stockholders’ equity	708,363		701,338
Total liabilities and stockholders’ equity	$	1,533,029	$	1,529,542

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

4

JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue:
Subscription	$	130,591	$	109,407	$	257,821	$	211,608
Services	4,254		5,027		8,638		8,971
License	244		1,204		842		3,317
Total revenue	135,089		115,638		267,301		223,896
Cost of revenue:
Cost of subscription (exclusive of amortization expense shown below)	24,186		20,634		47,345		40,536
Cost of services (exclusive of amortization expense shown below)	3,385		3,493		6,677		6,600
Amortization expense	3,312		5,265		6,608		10,483
Total cost of revenue	30,883		29,392		60,630		57,619
Gross profit	104,206		86,246		206,671		166,277
Operating expenses:
Sales and marketing	63,890		58,750		124,098		105,075
Research and development	34,725		33,983		66,797		58,785
General and administrative	35,966		48,321		64,402		73,933
Amortization expense	7,247		7,034		14,488		14,063
Total operating expenses	141,828		148,088		269,785		251,856
Loss from operations	(37,622)		(61,842)		(63,114)		(85,579)
Interest income (expense), net	1,481		(641)		2,766		(1,500)
Foreign currency transaction gain (loss)	1,048		(676)		1,652		(1,457)
Loss before income tax (provision) benefit	(35,093)		(63,159)		(58,696)		(88,536)
Income tax (provision) benefit	(1,106)		20		(1,703)		(232)
Net loss	$	(36,199)	$	(63,139)	$	(60,399)	$	(88,768)
Net loss per share, basic and diluted	$	(0.29)	$	(0.53)	$	(0.49)	$	(0.74)
Weighted‑average shares used to compute net loss per share, basic and diluted	124,382,767		119,941,482		123,905,072		119,768,871

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

5

JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss	$	(36,199)	$	(63,139)	$	(60,399)	$	(88,768)
Other comprehensive income (loss):
Foreign currency translation adjustments	5,547		(21,625)		11,594		(29,708)
Total other comprehensive income (loss)	5,547		(21,625)		11,594		(29,708)
Comprehensive loss	$	(30,652)	$	(84,764)	$	(48,805)	$	(118,476)

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

6

JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

(unaudited)

	Stock Class			Additional Paid‑In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Stockholders’ Equity
	Common
	Shares	Amount
Three Months Ended June 30, 2023:
Balance, March 31, 2023	123,907,489	$	124	$	1,072,148	$	(33,904)	$	(332,909)	$	705,459
Exercise of stock options	40,854	1		241		—		—		242
Vesting of restricted stock units	737,236	—		—		—		—		—
Issuance of common stock under the employee stock purchase plan	204,962	—		3,131		—		—		3,131
Share‑based compensation	—	—		30,183		—		—		30,183
Foreign currency translation adjustments	—	—		—		5,547		—		5,547
Net loss	—	—		—		—		(36,199)		(36,199)
Balance, June 30, 2023	124,890,541	$	125	$	1,105,703	$	(28,357)	$	(369,108)	$	708,363
Three Months Ended June 30, 2022:
Balance, March 31, 2022	119,659,455	$	119	$	930,788	$	(15,949)	$	(193,037)	$	721,921
Exercise of stock options	59,573	1		345		—		—		346
Vesting of restricted stock units	460,569	—		—		—		—		—
Issuance of common stock under the employee stock purchase plan	130,450	—		3,419		—		—		3,419
Share‑based compensation	—	—		53,024		—		—		53,024
Foreign currency translation adjustments	—	—		—		(21,625)		—		(21,625)
Net loss	—	—		—		—		(63,139)		(63,139)
Balance, June 30, 2022	120,310,047	$	120	$	987,576	$	(37,574)	$	(256,176)	$	693,946

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

7

JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(in thousands, except share amounts)

(unaudited)

	Stock Class			Additional Paid‑In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Stockholders’ Equity
	Common
	Shares	Amount
Six Months Ended June 30, 2023:
Balance, December 31, 2022	123,170,172	$	123	$	1,049,875	$	(39,951)	$	(308,709)	$	701,338
Exercise of stock options	408,025	1		2,964		—		—		2,965
Vesting of restricted stock units	1,107,382	1		—		—		—		1
Issuance of common stock under the employee stock purchase plan	204,962	—		3,131		—		—		3,131
Share‑based compensation	—	—		49,733		—		—		49,733
Foreign currency translation adjustments	—	—		—		11,594		—		11,594
Net loss	—	—		—		—		(60,399)		(60,399)
Balance, June 30, 2023	124,890,541	$	125	$	1,105,703	$	(28,357)	$	(369,108)	$	708,363
Six Months Ended June 30, 2022:
Balance, December 31, 2021	119,426,064	$	119	$	913,581	$	(7,866)	$	(167,408)	$	738,426
Exercise of stock options	270,773	1		1,542		—		—		1,543
Vesting of restricted stock units	482,760	—		—		—		—		—
Issuance of common stock under the employee stock purchase plan	130,450	—		3,419		—		—		3,419
Share‑based compensation	—	—		69,034		—		—		69,034
Foreign currency translation adjustments	—	—		—		(29,708)		—		(29,708)
Net loss	—	—		—		—		(88,768)		(88,768)
Balance, June 30, 2022	120,310,047	$	120	$	987,576	$	(37,574)	$	(256,176)	$	693,946

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

8

JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six Months Ended June 30,
	2023		2022
Operating activities
Net loss	$	(60,399)	$	(88,768)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation and amortization expense	24,838		27,784
Amortization of deferred contract costs	9,987		7,859
Amortization of debt issuance costs	1,368		1,358
Non-cash lease expense	2,955		2,943
Provision for credit losses and returns	217		274
Share‑based compensation	49,733		69,034
Deferred tax benefit	(355)		(1,199)
Adjustment to contingent consideration	—		188
Other	(1,856)		1,438
Changes in operating assets and liabilities:
Trade accounts receivable	(12,047)		(17,870)
Income tax receivable/payable	81		165
Prepaid expenses and other assets	(6,694)		(3,851)
Deferred contract costs	(19,124)		(15,438)
Accounts payable	(483)		292
Accrued liabilities	(10,205)		(3,100)
Deferred revenue	8,753		35,233
Net cash (used in) provided by operating activities	(13,231)		16,342
Investing activities
Acquisitions, net of cash acquired	—		(4,023)
Purchases of equipment and leasehold improvements	(1,786)		(2,876)
Purchase of investments	(750)		—
Other	(25)		(79)
Net cash used in investing activities	(2,561)		(6,978)
Financing activities
Debt issuance costs	—		(50)
Cash paid for offering costs	—		(80)
Cash paid for contingent consideration	(206)		(4,588)
Payment of acquisition-related holdback	(277)		(200)
Proceeds from the exercise of stock options	2,965		1,543
Net cash provided by (used in) financing activities	2,482		(3,375)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	92		(790)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(13,218)		5,199
Cash, cash equivalents, and restricted cash, beginning of period	231,921		177,150
Cash, cash equivalents, and restricted cash, end of period	$	218,703	$	182,349

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

9

JAMF HOLDING CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in thousands)

(unaudited)

	Six Months Ended June 30,
	2023		2022
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	391	$	371
Income taxes, net of refunds	1,981		751
Non-cash activities:
Employee stock purchase plan	3,131		3,419
Offering costs accrued but not paid	—		44
Operating lease assets obtained in exchange for operating lease liabilities	522		8,497
Purchases of equipment and leasehold improvements accrued but not paid	170		—
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	$	211,471	$	182,349
Restricted cash included in other current assets	32		—
Restricted cash included in other assets	7,200		—
Total cash, cash equivalents, and restricted cash	$	218,703	$	182,349

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

10

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 consumer-simple, privacy-protecting technology. With Jamf’s software, 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 June 30, 2023, the condensed consolidated statements of operations, of comprehensive loss, and of stockholders’ equity for the three and six months ended June 30, 2023 and 2022, the condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022, and the related notes are unaudited. The condensed consolidated balance sheet as of December 31, 2022 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, 2022, which was filed with the SEC on March 1, 2023. 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, 2022.

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 six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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.

11

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Segment and geographic 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.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
The Americas (1)	$	91,440	$	79,980	$	181,251	$	155,129
Europe, the Middle East, India, and Africa	33,375		27,517		65,726		53,514
Asia Pacific	10,274		8,141		20,324		15,253
	$	135,089	$	115,638	$	267,301	$	223,896

(1) The vast majority of our Americas revenue comes from the United States.

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, 2022. There have been no significant changes to these policies during the three and six months ended June 30, 2023. The following describes the impact of certain policies.

Trade accounts receivable, net

The allowance for credit losses is based on an expected loss model that estimates losses over the expected life of the trade accounts receivable. The Company estimates expected credit losses based on the Company’s historical loss information, current and future economic and market conditions, and ongoing review of customers’ account balances.

Activity related to our allowance for credit losses for trade accounts receivable was as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
Balance, beginning of period	$	427	$	492	$	445	$	391
Provision	153		140		167		262
Write-offs	(124)		(155)		(179)		(182)
Recoveries of amounts previously written off	52		2		75		8
Balance, end of period	$	508	$	479	$	508	$	479

12

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Revenue recognition

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

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
SaaS subscription and support and maintenance	$	126,566	$	104,291	$	247,328	$	200,641
On‑premise subscription	4,025		5,116		10,493		10,967
Subscription revenue	130,591		109,407		257,821		211,608
Professional services	4,254		5,027		8,638		8,971
Perpetual licenses	244		1,204		842		3,317
Non‑subscription revenue	4,498		6,231		9,480		12,288
Total revenue	$	135,089	$	115,638	$	267,301	$	223,896

Contract Balances

If revenue is recognized in advance of the right to invoice, a contract asset is recorded in other current assets on the condensed consolidated balance sheets. The opening and closing balances of contract assets were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
Balance, beginning of the period	$	636	$	1,885	$	817	$	1,792
Balance, end of the period	757		1,840		757		1,840
Change	$	121	$	(45)	$	(60)	$	48

For the three and six months ended June 30, 2023 and 2022, the allowance for expected credit losses associated with contract assets was not material.

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
Balance, beginning of the period	$	340,842	$	292,499	$	346,150	$	282,128
Revenue earned	(112,723)		(93,199)		(193,872)		(154,473)
Deferral of revenue	127,917		117,652		203,758		189,297
Other (1)	(985)		—		(985)		—
Balance, end of the period	$	355,051	$	316,952	$	355,051	$	316,952

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

13

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

There were no significant changes to our contract assets and liabilities during the three and six months ended June 30, 2023 and 2022 outside of our sales activities.

Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancellable amounts to be invoiced. As of June 30, 2023, the Company had $454.5 million of remaining performance obligations, with 71% expected to be recognized as revenue over the succeeding 12 months, and the remainder generally expected to be recognized over the three years thereafter.

Deferred Contract Costs

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

Total amortization of contract costs was $5.2 million and $4.1 million for the three months ended June 30, 2023 and 2022, respectively, and $10.0 million and $7.9 million for the six months ended June 30, 2023 and 2022, 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 six months ended June 30, 2023 and 2022.

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.

In addition, the contingent consideration associated with the Digita acquisition was measured and recorded at fair value on a recurring basis. The estimated fair value of the contingent payments associated with the Digita acquisition was determined using a Monte Carlo simulation model, which used Level 3 inputs, including assumptions about the probability of growth of subscription services and the related pricing of the services offered. Significant increases (decreases) in the probability of growth of subscription services as well as the related pricing of the services offered would have resulted in a higher (lower) fair value measurement. The Company made the final payment related to the contingent consideration in the first quarter of 2023. See Note 4 for more information.

14

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The fair value of these financial instruments were as follows:

	June 30, 2023
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents:
Money market funds	$	128,762	$	—	$	—	$	128,762
Total cash equivalents	$	128,762	$	—	$	—	$	128,762

	December 31, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Cash equivalents:
Money market funds	$	132,306	$	—	$	—	$	132,306
Total cash equivalents	$	132,306	$	—	$	—	$	132,306
Liabilities
Contingent consideration:
Accrued liabilities	$	—	$	—	$	6,206	$	6,206
Total contingent consideration	$	—	$	—	$	6,206	$	6,206

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.

The following table provides a summary of the changes in contingent consideration, which is classified as Level 3:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
Balance, beginning of period	$	—	$	5,600	$	6,206	$	10,100
Total (gains) losses included in:
Net loss	—		100		—		188
Payments	—		—		(6,206)		(4,588)
Balance, end of period	$	—	$	5,700	$	—	$	5,700

The change in the fair value of the contingent consideration is included in general and administrative expenses in the condensed consolidated statements of operations. The adjustment for the three and six months ended June 30, 2022 primarily reflected updated assumptions about the probability of growth of subscription services.

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:

	June 30, 2023				December 31, 2022
	Net Carrying Value		Estimated Fair Value		Net Carrying Value		Estimated Fair Value
	(in thousands)
2026 Notes	$	365,750	$	319,743	$	364,505	$	308,504

15

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

As of June 30, 2023 and December 31, 2022, 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 $8.0 million and $9.2 million, respectively. See Note 8 for more information. The estimated fair value of the 2026 Notes, which is classified as Level 2, was determined based on quoted bid prices of the 2026 Notes in an over-the-counter market on the last trading day of the reporting period.

Note 4. Acquisitions

ZecOps

On November 16, 2022, the Company completed its acquisition of ZecOps, a leader in mobile detection and response, pursuant to the terms of the ZecOps Merger Agreement. This acquisition uniquely positioned Jamf to help IT and security teams strengthen their organization’s mobile security posture.

Under the terms of the ZecOps Merger Agreement, the Company acquired 100% of the equity interest in ZecOps for total purchase consideration of $44.5 million. The total purchase consideration included cash consideration of $28.4 million, equity consideration of $15.1 million (based on the closing price of the Company’s common stock on November 16, 2022), and repayment of the $1.0 million SAFE investment in ZecOps the Company entered into in the third quarter of 2022. The cash consideration included (i) $0.3 million in cash held back in an escrow fund as partial security for post-closing true-up adjustments and (ii) $7.2 million in cash held back in an escrow fund as partial security for post-closing indemnification claims with (A) 50% of the then existing escrowed amount to be released 18 months following the closing date and (B) the remaining escrowed amount to be released on March 1, 2025. The cash consideration was funded by the Company’s cash on hand. The equity consideration consisted of up to 711,111 shares of the Company’s common stock, based on (i) the deemed total equity consideration value under the ZecOps Merger Agreement of $19.2 million divided by (ii) the agreed upon floor of the Company’s stock price of $27.00 per share. On the closing date, 710,691 shares of the equity consideration were issued to applicable ZecOps equityholders, and 420 shares were issued into a reserve account, subject to the completion of customary shareholder certifications. The reserved shares were subsequently released in January 2023. In the first quarter of 2023, the Company recorded an immaterial measurement period adjustment.

The final purchase accounting allocations for the ZecOps 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. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed (in thousands):

Assets acquired:
Cash and cash equivalents	$	820
Trade accounts receivable, net	448
Prepaid expenses	39
Other current assets	2,104
Intangible assets acquired	9,500
Operating lease assets	104
Liabilities assumed:
Accounts payable	(73)
Accrued liabilities	(2,260)
Income taxes payable	(48)
Deferred revenue	(1,014)
Operating lease liabilities	(85)
Deferred tax liability	(529)
Goodwill	35,458
Total purchase consideration	$	44,464

16

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The Company accounted for the acquisition by applying the acquisition method of accounting for business combinations in accordance with ASC 805. 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;

•time to recreate customer relationships and anticipated growth in revenue;

•research and development costs;

•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;

•discount rates; and

•tax-related valuation allowances.

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 expected synergies in sales opportunities across complementary products, customers, and geographies and cross-selling opportunities. The goodwill is not 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)
Developed technology	5.0 years	$	5,900
Customer relationships	5.0 years	2,300
Non-competes	3.0 years	1,300
Total identifiable intangible assets		$	9,500

The weighted-average useful life of the intangible assets acquired was 4.7 years.

Developed technology represents the estimated fair value of the features underlying the ZecOps products as well as the platform supporting ZecOps customers and was valued using an excess earnings income approach. Customer relationships represent the estimated fair value of the underlying relationships with ZecOps customers and were valued using a replacement cost method, which estimates the cost to recreate the asset. Non-competes represent the estimated fair value of non-compete agreements acquired from ZecOps and were valued using a with-and-without income approach.

Pro forma results of operations for this acquisition were not presented as the effects were not material to our financial results.

17

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Other

During the first quarter of 2022, the Company completed two acquisitions to expand our products and services offerings. These acquisitions were not significant individually or in the aggregate to our condensed consolidated financial statements. The combined purchase price for these acquisitions was $4.0 million, which was paid with cash on hand. The purchase price was allocated to the assets acquired based on their estimated fair values as of the date of each acquisition. The allocation included $0.9 million to developed technology with an estimated useful life of 5.0 years and $0.1 million to other assets, with the remaining $3.0 million allocated to goodwill. The goodwill is not deductible for income tax purposes. Acquisition-related expenses of $0.4 million were expensed as incurred. These expenses were recognized as acquisition costs in general and administrative expenses in the condensed consolidated statement of operations.

Digita

In 2019, the Company recorded contingent consideration in connection with its purchase of the outstanding membership interests of Digita. The maximum contingent consideration was $15.0 million if the acquired business achieved certain revenue milestones by December 31, 2022. The acquired business achieved the minimum revenue milestones, which resulted in the Company making cash payments of $6.2 million, $4.6 million, and $4.2 million in the first quarter of 2023, the first quarter of 2022, and the second quarter of 2021, respectively, to the former owners of the acquired business. See Note 3 for more information on the fair value of the contingent consideration.

Note 5. Goodwill and other intangible assets

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
Goodwill, beginning of period	$	862,747	$	841,984	$	856,925	$	845,734
Goodwill acquired	—		—		—		3,014
Measurement period adjustments	—		—		339		—
Foreign currency translation adjustment	5,162		(18,313)		10,645		(25,077)
Goodwill, end of period	$	867,909	$	823,671	$	867,909	$	823,671

18

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

	June 30, 2023
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	3 - 8 years	$	34,665	$	24,420	$	10,245	2.3 years
Customer relationships	2 ‑ 12 years	250,503		108,068		142,435		6.7 years
Developed technology	5 - 6.5 years	119,359		73,716		45,643		4.3 years
Non‑competes	2 - 3 years	2,936		1,696		1,240		2.0 years
Order backlog	2.5 years	3,607		3,042		565		0.5 years
Total intangible assets		$	411,070	$	210,942	$	200,128

	December 31, 2022
	Useful Life	Gross Value		Accumulated Amortization		Net Carrying Value		Weighted‑ Average Remaining Useful Life
	(in thousands)
Trademarks	3 - 8 years	$	34,649	$	22,200	$	12,449	2.8 years
Customer relationships	2 ‑ 12 years	249,659		96,973		152,686		7.2 years
Developed technology	5 - 6.5 years	116,881		66,373		50,508		4.7 years
Non‑competes	2 - 3 years	2,864		1,066		1,798		2.3 years
Order backlog	2.5 years	3,518		2,215		1,303		1.0 year
Total intangible assets		$	407,571	$	188,827	$	218,744

The gross value in the tables above includes a cumulative foreign currency translation adjustment of $(7.5) million and $(11.0) million as of June 30, 2023 and December 31, 2022, respectively. The cumulative foreign currency translation adjustment for accumulated amortization was not material as of June 30, 2023. The accumulated amortization as of December 31, 2022 in the table above includes a cumulative foreign currency translation adjustment of $(1.0) million.

Amortization expense was $10.6 million and $12.3 million for the three months ended June 30, 2023 and 2022, respectively, and $21.1 million and $24.5 million for the six months ended June 30, 2023 and 2022, respectively.

There were no impairments to goodwill or intangible assets during the three and six months ended June 30, 2023 and 2022.

Note 6. Leases

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

Leases	Balance Sheet Classification	June 30, 2023		December 31, 2022
		(in thousands)
Assets
Operating lease assets	Other assets	$	21,411	$	23,828
Liabilities
Operating lease liabilities - current	Accrued liabilities	$	6,465	$	6,539
Operating lease liabilities - non-current	Other liabilities	18,573		21,895
Total operating lease liabilities		$	25,038	$	28,434

19

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Maturities of the Company’s operating lease liabilities as of June 30, 2023 were as follows:

	Operating Leases
	(in thousands)
Years ending December 31:
2023 (remaining six months)	$	3,740
2024	6,440
2025	4,794
2026	4,668
2027	2,711
Thereafter	5,342
Total lease payments	27,695
Less: imputed interest	2,657
Total present value of lease liabilities	$	25,038

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. The below table reflects the minimum payments under these agreements as of June 30, 2023:

	Unrelated
	(in thousands)
Years ending December 31:
2023 (remaining six months)	$	3,165
2024	39,192
2025	20,609
2026	1,126
2027	1,126
Thereafter	—
	$	65,218

As of June 30, 2023, the Company also has a variable obligation of $17.5 million over the term of a three-year contract for third-party hosting services. The Company entered into this contract in May 2022. The variable obligation is not reflected in the table above.

Contingencies

From time to time, the Company may be 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 actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. The Company had no liabilities for contingencies as of June 30, 2023 or December 31, 2022.

20

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 and 2020 Revolving Credit Facility:

	Outstanding (1)				Unutilized Amount				Interest Rate				Maturity Date
	June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022		June 30, 2023		December 31, 2022
	(in thousands)
2026 Notes	$	365,750	$	364,505	N/A		N/A		0.125%		0.125%		Sept. 1, 2026
2020 Revolving Credit Facility	1,037		1,037		$	148,963	$	148,963	1.25%	(2)	1.25%	(2)	July 27, 2025

(1) Represents the net carrying amount of our 2026 Notes and outstanding letters of credit under the 2020 Revolving Credit Facility.

(2) Represents the rate on the outstanding letters of credit under the 2020 Revolving Credit Facility. See further discussion on the interest rate applicable to borrowings under the 2020 Revolving Credit Facility below.

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 June 30, 2023, 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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
Contractual interest expense	$	117	$	117	$	234	$	234
Amortization of issuance costs	623		617		1,245		1,234

The effective interest rate on the 2026 Notes was 0.81% for both the three and six months ended June 30, 2023 and 2022. See Note 3 for additional information on the Company’s 2026 Notes.

Credit Agreement

The 2020 Credit Agreement provides for the 2020 Revolving Credit Facility of $150.0 million, which may be increased or decreased under specific circumstances, with a $25.0 million letter of credit sublimit and a $50.0 million alternative currency sublimit. In addition, the 2020 Credit Agreement provides for the ability of the Company to request incremental term loan facilities, in a minimum amount of $5.0 million for each facility. The 2020 Credit Agreement contains customary representations and warranties, affirmative covenants, reporting obligations, negative covenants, and events of default. We were in compliance with such covenants as of both June 30, 2023 and December 31, 2022.

Effective April 7, 2023, we entered into the Credit Agreement Amendment, which amends certain provisions of the 2020 Credit Agreement. The Credit Agreement Amendment updated the benchmark interest rate provisions to replace the LIBO Rate with the Adjusted Term SOFR for purposes of calculating interest for U.S. dollar-denominated borrowings under the terms of the 2020 Credit Agreement. Except as amended by the Credit Agreement Amendment, the remaining terms of the 2020 Credit Agreement remain in full force and effect. The interest rates applicable to revolving borrowings under the 2020 Credit Agreement are, at the Company’s option, either (i) a base rate, which is equal to the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.50%, and (c) the Adjusted Term SOFR Rate (subject to a floor) for a one month interest period (each term as defined in the 2020 Credit Agreement) plus 1.00%, (ii) the Adjusted Term SOFR Rate (subject to a floor) equal to the Term SOFR Rate for the applicable interest period plus 0.10%, or (iii) the Adjusted LIBO Rate (subject to a floor) equal to the LIBO Rate for the applicable interest period multiplied by the Statutory Reserve Rate, plus in the case of each of clauses (i), (ii), and (iii), the Applicable Rate (each term as defined in the 2020 Credit Agreement). The Applicable Rate (i) for

21

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

base rate loans range from 0.25% to 1.00% per annum and (ii) for LIBO Rate and Term SOFR Rate loans range from 1.25% to 2.00% per annum, in each case, based on the Senior Secured Net Leverage Ratio (each term as defined in the 2020 Credit Agreement). Base rate borrowings may only be made in dollars. The Company pays a commitment fee during the term of the 2020 Credit Agreement ranging from 0.20% to 0.35% per annum of the average daily undrawn portion of the revolving commitments based on the Senior Secured Net Leverage Ratio.

As of June 30, 2023 and December 31, 2022, debt issuance costs related to the 2020 Credit Agreement of $0.5 million and $0.7 million, respectively, are included in other assets in the condensed consolidated balance sheets.

Note 9. Share-based compensation

The Company’s equity incentive plans provide for granting various share-based awards to eligible employees, non-employee directors, and consultants of the Company. In addition, the Company offers an employee stock purchase plan to eligible employees.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
Cost of revenue:
Subscription	$	2,715	$	2,061	$	4,982	$	4,016
Services	323		313		632		617
Sales and marketing	9,076		13,811		16,575		19,670
Research and development	6,401		10,631		11,434		14,490
General and administrative	11,668		26,208		16,110		30,241
	$	30,183	$	53,024	$	49,733	$	69,034

Equity Incentive Plans

The maximum number of shares of common stock available for issuance under the 2020 Plan was 29,183,546 shares as of January 1, 2023. As of June 30, 2023, 14,158,509 shares of common stock were reserved for additional grants under the 2020 Plan and 128,928 shares of common stock were reserved for additional grants under the 2017 Option Plan. All stock options previously granted by the Company were at an exercise price at or above the estimated fair market value of the Company’s common stock as of the grant date.

Return Target Options

The table below summarizes return target option activity for the six months ended June 30, 2023:

	Options	Weighted‑ Average Exercise Price		Weighted‑ Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2022	3,272,920	$	6.75	5.8	$	47,623
Granted	—	—
Exercised	(347,234)	7.37			4,689
Forfeitures	—	—
Outstanding, June 30, 2023	2,925,686	$	6.68	4.9	$	37,579
Options exercisable at June 30, 2023	2,925,686	$	6.68	4.9	$	37,579
Vested or expected to vest at June 30, 2023	2,925,686	$	6.68	4.9	$	37,579

22

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last day of the period. The return target options outstanding on June 27, 2022 were modified such that these options were deemed fully vested as of June 30, 2022. During the three months ended June 30, 2022, with the filing of a Form S-3 “shelf” registration statement, the market condition and the implied performance obligation were deemed to be satisfied and the Company recognized $33.0 million of stock-based compensation expense. There is no remaining unrecognized compensation expense related to these return target options as of June 30, 2023. The Company issues new shares when return target options are exercised.

Service-Based Options

The table below summarizes the service-based option activity for the six months ended June 30, 2023:

	Options	Weighted‑ Average Exercise Price		Weighted‑ Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding, December 31, 2022	1,215,822	$	5.70	5.1	$	18,968
Granted	—	—
Exercised	(60,791)	6.68			782
Forfeitures	—	—
Outstanding, June 30, 2023	1,155,031	$	5.65	3.7	$	16,023
Options exercisable at June 30, 2023	1,128,447	$	5.59	3.7	$	15,723
Vested or expected to vest at June 30, 2023	1,155,031	$	5.65	3.7	$	16,023

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the optionholders had all optionholders exercised their options on the last day of the period. Service-based options vest over four years with 25% vesting one year after grant and the remainder vesting ratably on a quarterly basis thereafter. The Company issues new shares when service-based options are exercised. All service-based options outstanding under the Company’s option plans have exercise prices equal to the fair value of the Company’s stock on the grant date. All awards expire after 10 years.

The total fair value of service-based options vested during the six months ended June 30, 2023 was $0.2 million. There was $0.1 million of unrecognized compensation expense related to service-based options that is expected to be recognized over a weighted-average period of 0.4 years as of June 30, 2023.

Restricted Stock Units

RSU activity for the six months ended June 30, 2023 was as follows:

	Units	Weighted-Average Grant Date Fair Value (per share)
Outstanding, December 31, 2022	8,417,357	$	29.61
Granted	4,697,169	19.98
Vested	(1,107,382)	30.93
Forfeited	(515,141)	28.56
Outstanding, June 30, 2023	11,492,003	$	25.63

RSUs under the 2020 Plan generally vest ratably on an annual basis over four years. There was $249.1 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of 2.8 years as of June 30, 2023. The total fair value of RSUs vested during the six months ended June 30, 2023 was $34.3 million.

23

JAMF HOLDING CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

In connection with the CEO’s Transition and Retirement Agreement, dated May 2, 2023, and his retirement effective September 1, 2023, during the three months ended June 30, 2023, the Company recognized $5.7 million of incremental stock-based compensation expense related to the modification of vested stock options and acceleration of expense of unvested RSUs through the retirement date.

Employee Stock Purchase Plan

As of both June 30, 2023 and December 31, 2022, the Company withheld, at the employees’ request, $1.1 million of eligible employee compensation, which is included in accrued liabilities in the condensed consolidated balance sheets, for purchases of common stock under the 2021 ESPP.

As of June 30, 2023, 4,925,810 shares of common stock were reserved for future issuance under the 2021 ESPP. During the six months ended June 30, 2023, 204,962 shares of common stock were issued under the 2021 ESPP at a weighted-average purchase price of $15.76 per share. Total proceeds to the Company were $3.1 million during the six months ended June 30, 2023.

The average grant date fair value for the offering period under the 2021 ESPP that commenced on May 1, 2023 was $5.22 per share. The Company used the following assumptions in the Black-Scholes option pricing model to estimate the fair value:

	Three and Six Months Ended June 30, 2023
Expected term	0.5 years
Expected volatility	51.25%
Risk-free interest rate	5.14%
Expected dividend yield	—%

There was $0.8 million of unrecognized compensation expense related to the 2021 ESPP that is expected to be recognized over a period of four months as of June 30, 2023.

Note 10. Net loss per share

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands, except share and per share amounts)
Numerator:
Net loss	$	(36,199)	$	(63,139)	$	(60,399)	$	(88,768)
Denominator:
Weighted-average shares used to compute net loss per share, basic and diluted	124,382,767		119,941,482		123,905,072		119,768,871
Basic and diluted net loss per share	$	(0.29)	$	(0.53)	$	(0.49)	$	(0.74)