Janus Henderson CRO reports merger-related share changes
Janus Henderson Group Ltd. chief risk officer Georgina Fogo reported multiple equity changes tied to the company’s merger with Jupiter Company Limited.
Rhea-AI Filing Summary
Janus Henderson Group Ltd. chief risk officer Georgina Fogo reported multiple equity changes tied to the company’s merger with Jupiter Company Limited. At the merger’s effective time, each ordinary share was converted into the right to receive $52.00 per share in cash, without interest.
Fogo reported several dispositions of common stock back to the issuer and one compensation-related acquisition. A deemed acquisition of shares under outstanding performance stock units was based on performance goals being treated as achieved at 120% of target. Her unvested RSU and PSU awards were converted into replacement awards whose value references equity of Jupiter Topco LLC and will be settled in cash or TopCo equity.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
FOGO GEORGINA
Role
CHIEF RISK OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 30,965.4181 | $52.00 | $1.61M |
| Disposition | Common Stock | 30,431 | $0.00 | $0.00 |
| Grant/Award | Common Stock | 25,191 | $0.00 | $0.00 |
| Disposition | Common Stock | 25,191 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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"). Includes shares acquired under the Issuer's Save As You Earn Plan and shares purchased under the Issuer's Buy As You Earn Plan.
- F2. At the Effective Time, each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person was converted into the contingent right to receive an equity-based award with an initial value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested RSU Award immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement RSU Award"). Following the Effective Time, the value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter Topco LLC ("TopCo") and will be settled in cash or in equity interests in TopCo.
- F3. Represents a deemed acquisition of shares of the Issuer underlying outstanding and unvested performance restricted stock unit awards ("Unvested PSU Awards") held by the Reporting Person as of immediately prior to the Effective Time based on a deemed satisfaction of the applicable performance goals at 120% of target pursuant to the Merger Agreement.
- F4. At the Effective Time, each Unvested PSU Award held by the Reporting Person was converted into the contingent right to receive a cash award of equivalent value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied at 120% of target), plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement PSU Award"). Following the Effective Time, the value of each Replacement PSU Award will be determined by reference to the value of the applicable class of equity securities of TopCo and will be settled in cash or in equity interests in TopCo.
Key Figures
Merger consideration: $52.00 per share
Disposition tranche 1: 25,191 shares
Award acquisition: 25,191 shares
+3 more
6 metrics
Merger consideration
$52.00 per share
Cash paid per ordinary share at the effective time of the merger
Disposition tranche 1
25,191 shares
Common stock disposed to issuer on June 30, 2026
Award acquisition
25,191 shares
Grant or award acquisition of common stock on June 30, 2026
Disposition tranche 2
30,431 shares
Common stock disposition to issuer on June 30, 2026
Disposition tranche 3
30,965.4181 shares at $52.00
Common stock disposition to issuer on June 30, 2026
PSU performance factor
120% of target
Deemed performance level for Unvested PSU Awards at Effective Time
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit award, performance restricted stock unit awards, +2 more
6 terms
Agreement and Plan of Merger regulatory
"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, without interest (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 unit award financial
"each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award")"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
performance restricted stock unit awards financial
"represents a deemed acquisition of shares of the Issuer underlying outstanding and unvested performance restricted stock unit awards"
dividend equivalent rights financial
"plus (ii) 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.
Jupiter Topco LLC financial
"value of the applicable class of equity securities of Jupiter Topco LLC ("TopCo")"
FAQ
What insider transactions did Georgina Fogo report for Janus Henderson Group (JHG)?
Georgina Fogo reported three dispositions of common stock back to the issuer and one grant or award acquisition. All transactions occurred on June 30, 2026, in connection with the closing of Janus Henderson’s merger with Jupiter Company Limited.
How were Georgina Fogo’s unvested RSU awards treated in the Janus Henderson merger?
Each unvested restricted stock unit award was converted into a replacement RSU award. Its initial value equals the $52.00 merger consideration times the underlying shares plus accrued dividend equivalents, with future value tied to Jupiter Topco LLC equity and settled in cash or TopCo interests.
What happened to Georgina Fogo’s performance stock units in the Janus Henderson (JHG) deal?
Outstanding performance restricted stock units were treated as if performance goals were met at 120% of target. They converted into cash-based replacement PSU awards valued using the $52.00 merger consideration plus accrued dividend equivalents, referencing Jupiter Topco LLC equity going forward.
How is Jupiter Topco LLC involved in Georgina Fogo’s post-merger equity awards?
After the merger, Fogo’s replacement RSU and PSU awards reference the value of Jupiter Topco LLC equity. These awards will be settled either in cash or in equity interests of Jupiter Topco LLC, aligning her ongoing incentives with the new parent company structure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
