Director disposes JHG shares at $52 merger cash-out

Janus Henderson Group Ltd. director Kalpana Desai reported a disposition of 33,638 shares of common stock to the issuer at $52.00 per share.

Rhea-AI Filing Summary

Janus Henderson Group Ltd. director Kalpana Desai reported a disposition of 33,638 shares of common stock to the issuer at $52.00 per share. This occurred at the closing of a merger in which Jupiter Merger Sub Limited merged into the issuer, which became a wholly owned subsidiary of Jupiter Company Limited.

Following the transaction, Desai reported holding 0 shares of common stock. A further 3,288 outstanding restricted stock units were cancelled immediately prior to the merger effective time and exchanged for a lump-sum cash payment based on the Merger Consideration of $52.00 per share plus accrued but unpaid dividend equivalents.

Insider Trade Summary

Disposition: 33,638 shares

Disposition 1 txn

Insider DESAI KALPANA

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	33,638	$52.00	$1.75M

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (2)

1. F1. On June 30, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2025 (as amended, including by Amendment No. 1 dated March 24, 2026, and a side letter dated June 16, 2026, the "Merger Agreement"), among the Issuer, Jupiter Company Limited ("Parent"), and Jupiter Merger Sub Limited ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent and changing its name to "Janus Henderson Group Ltd." At the effective time of the Merger (the "Effective Time"), each ordinary share of the Issuer (except for ordinary shares held by Parent and as otherwise provided in the Merger Agreement) was converted into the right to receive $52.00 per share in cash, without interest (the "Merger Consideration").
2. F2. Includes 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person that were cancelled as of immediately prior to the Effective Time and were exchanged for the right to receive a lump sum cash payment equal to (a)(1) the Merger Consideration, multiplied by (2) the number of shares of the Issuer's common stock subject to such RSUs immediately prior to the Effective Time, plus (b) the amount of any accrued but unpaid dividend equivalent rights.

Key Figures

Shares disposed: 33,638 shares Merger cash price: $52.00 per share Shares after transaction: 0 shares +1 more

4 metrics

Shares disposed 33,638 shares Common Stock disposed to issuer at merger closing

Merger cash price $52.00 per share Merger Consideration for each ordinary share

Shares after transaction 0 shares Total shares held by reporting person following transaction

Cancelled RSUs 3,288 RSUs Restricted stock units cancelled and cashed out at merger

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units, dividend equivalent rights

4 terms

Agreement and Plan of Merger regulatory

"On June 30, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2025..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"was converted into the right to receive $52.00 per share in cash... (the "Merger Consideration")."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock units financial

"Includes 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person that were cancelled..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent rights financial

"plus (b) the amount of any accrued but unpaid dividend equivalent rights."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

FAQ

What insider transaction did Kalpana Desai report at Janus Henderson Group (JHG)?

Kalpana Desai reported disposing of 33,638 shares of Janus Henderson Group common stock back to the issuer at $52.00 per share. This issuer disposition occurred in connection with the completion of a merger in which the company became a wholly owned subsidiary of Jupiter Company Limited.

What was the cash consideration per share in the Janus Henderson Group (JHG) merger?

Each ordinary share of Janus Henderson Group was converted into the right to receive $52.00 in cash per share, without interest. This amount, defined as the Merger Consideration, applied at the effective time of the merger under the Agreement and Plan of Merger.

How many Janus Henderson Group (JHG) shares did Kalpana Desai hold after the merger transaction?

After the merger-related disposition, Kalpana Desai reported holding 0 shares of Janus Henderson Group common stock. Her prior holdings were converted into cash at $52.00 per share, consistent with the Merger Consideration set out in the merger agreement.

What happened to Kalpana Desai’s restricted stock units in Janus Henderson Group (JHG)?

Desai’s 3,288 outstanding restricted stock units were cancelled immediately before the merger effective time. They were exchanged for a lump-sum cash payment equal to the Merger Consideration of $52.00 per share multiplied by the units, plus accrued dividend equivalent rights.

What corporate transaction triggered the Form 4 filing for Janus Henderson Group (JHG)?

The filing reflects the completion of a merger where Jupiter Merger Sub Limited merged into Janus Henderson Group. The issuer survived as a wholly owned subsidiary of Jupiter Company Limited, with each ordinary share converted into the right to receive $52.00 in cash at closing.

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Accepted by SEC EDGAR 07/02/2026 - 08:03 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DESAI KALPANA

(Last) (First) (Middle)

201 BISHOPGATE

(Street)

LONDON EC2M 3AE

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
Janus Henderson Group Ltd. [ JHG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2026		D		33,638(1)(2)	D	$52	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On June 30, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2025 (as amended, including by Amendment No. 1 dated March 24, 2026, and a side letter dated June 16, 2026, the "Merger Agreement"), among the Issuer, Jupiter Company Limited ("Parent"), and Jupiter Merger Sub Limited ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent and changing its name to "Janus Henderson Group Ltd." At the effective time of the Merger (the "Effective Time"), each ordinary share of the Issuer (except for ordinary shares held by Parent and as otherwise provided in the Merger Agreement) was converted into the right to receive $52.00 per share in cash, without interest (the "Merger Consideration").

2. Includes 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person that were cancelled as of immediately prior to the Effective Time and were exchanged for the right to receive a lump sum cash payment equal to (a)(1) the Merger Consideration, multiplied by (2) the number of shares of the Issuer's common stock subject to such RSUs immediately prior to the Effective Time, plus (b) the amount of any accrued but unpaid dividend equivalent rights.

	/s/ Lisa Kish, by Power of Attorney for Kalpana Desai	07/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)