Janus Henderson (JHG) CRO logs merger-tied stock dispositions and new awards

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.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider FOGO GEORGINA

Role CHIEF RISK OFFICER

Type	Security	Shares	Price	Value
Disposition	Common Stock	30,965.418	$52.00	$1.61M
Disposition	Common Stock	30,431	$0.00	--
Grant/Award	Common Stock	25,191	$0.00	--
Disposition	Common Stock	25,191	$0.00	--

Holdings After Transaction: Common Stock — 30,431 shares (Direct, null)

Footnotes (1)

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"). Includes shares acquired under the Issuer's Save As You Earn Plan and shares purchased under the Issuer's Buy As You Earn Plan. 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. 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. 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")"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 07:50 PM Accepted by SEC EDGAR 07/02/2026 - 07:50 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^*

FOGO GEORGINA

(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)

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

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		30,965.4181(1)	D	$52	30,431	D
Common Stock	06/30/2026		D		30,431(2)	D	(2)	0	D
Common Stock	06/30/2026		A		25,191(3)	A	(3)	25,191	D
Common Stock	06/30/2026		D		25,191(4)	D	(4)	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"). Includes shares acquired under the Issuer's Save As You Earn Plan and shares purchased under the Issuer's Buy As You Earn Plan.

2. 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.

3. 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.

4. 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.

	/s/ Lisa Kish, by Power of Attorney for Georgina Fogo	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)

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.

What cash consideration did Janus Henderson (JHG) shareholders receive in the merger?

Each ordinary share of Janus Henderson was converted into the right to receive $52.00 per share in cash, without interest. This merger consideration applied to each ordinary share, except those held by the acquirer or otherwise specifically excluded under the merger agreement.

How many Janus Henderson shares were involved in Georgina Fogo’s Form 4 transactions?

The Form 4 shows dispositions of 25,191 shares, 30,431 shares, and 30,965.4181 shares of common stock, plus a grant or award acquisition of 25,191 shares. These movements reflect merger-related settlements rather than open-market trading.

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.