Janus Henderson (NYSE: JHG) CEO logs equity conversions in $52 cash deal
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Janus Henderson Group Ltd. CEO Ali Dibadj reported equity changes tied to the closing of a cash 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, under the Merger Agreement.
The filing shows several code “D” dispositions of common stock back to the issuer and one code “A” grant, reflecting a deemed acquisition of 769,541 shares underlying outstanding and unvested performance restricted stock unit awards. Those awards were treated as earned at 120% of target, except for a special award at 100% of target.
Unvested RSU and PSU awards were converted into replacement cash or equity-based awards linked to Jupiter Topco LLC, with some awards earning interest or being notionally invested in approved mutual funds. Following these transactions, the reporting person shows no remaining holdings of the issuer’s common stock in this filing.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Dibadj Ali
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 130,819 | $52.00 | $6.80M |
| Disposition | Common Stock | 160,420 | $0.00 | -- |
| Disposition | Common Stock | 196,336 | $0.00 | -- |
| Grant/Award | Common Stock | 769,541 | $0.00 | -- |
| Disposition | Common Stock | 442,315 | $0.00 | -- |
| Disposition | Common Stock | 327,226 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 356,756 shares (Direct, null)
Footnotes (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 purchased under the Issuer's Employee Stock Purchase Plan. Due to an administrative error, the Reporting Person's Form 4 filed on March 3, 2026 inadvertently understated the amount of securities beneficially owned following reported transactions by 1,311 shares. The amount reported in Column 5 reports the correct amount of securities beneficially owned. At the Effective Time, each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person, except for the Unvested RSU Award granted to the Reporting Person on May 12, 2025 (the "Special RSU Award"), 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. At the Effective Time, the Special RSU Award held by the Reporting Person was converted into the contingent right to receive a cash payment equal to the initial value as of the Effective Time earning interest at the Replacement Award Interest Rate (as defined in the Merger Agreement) or to be notionally invested in an underlying mutual fund or funds selected by the Reporting Person from a list of approved mutual fund options. 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, except in the case of the Unvested PSU Award granted to the Reporting Person on May 12, 2025 (the "Special PSU Award"), for which performance goals were deemed satisfied at 100% of target pursuant to the related award agreement. At the Effective Time, each Unvested PSU Award held by the Reporting Person, except for the Special PSU Award, 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. At the Effective Time, the Special PSU Award held by the Reporting Person was converted into the contingent right to receive a cash payment (with performance goals deemed satisfied at 100% of target pursuant to the related award agreement) equal to the initial value as of the Effective Time earning interest at the Replacement Award Interest Rate or to be notionally invested in an underlying mutual fund or funds selected by the Reporting Person from a list of approved mutual fund options.
Key Figures
Merger cash price: $52.00 per share
Deemed PSU acquisition: 769,541 shares
Issuer disposition block: 327,226 shares
+4 more
7 metrics
Merger cash price
$52.00 per share
Cash Merger Consideration for each ordinary share at Effective Time
Deemed PSU acquisition
769,541 shares
Shares underlying unvested performance restricted stock unit awards deemed acquired
Issuer disposition block
327,226 shares
Common Stock disposed to issuer, total shares following shown as 0
Additional issuer disposition
442,315 shares
Common Stock disposed to issuer, total shares following 327,226
Disposition at merger price
130,819 shares at $52.0000
Common Stock disposition with transaction price matching Merger Consideration
Issuer disposition block
196,336 shares
Common Stock disposed to issuer, total shares following shown as 0
Issuer disposition block
160,420 shares
Common Stock disposed to issuer, total shares following 196,336
Key Terms
Agreement and Plan of Merger, Merger Consideration, Unvested RSU Award, Replacement RSU Award, +2 more
6 terms
Agreement and Plan of Merger financial
"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
"each ordinary share of the Issuer ... 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.
Unvested RSU Award financial
"each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person..."
Replacement RSU Award financial
"was converted into the contingent right to receive an equity-based award... (each, a "Replacement RSU Award")."
performance restricted stock unit awards financial
"Represents a deemed acquisition of shares ... underlying outstanding and unvested performance restricted stock unit awards ("Unvested PSU Awards")..."
Replacement PSU Award financial
"was converted into the contingent right to receive a cash award... (each, a "Replacement PSU Award")."
