Janus Henderson (NYSE: JHG) CTO records merger-related share dispositions and award conversions

Rhea-AI Filing Summary

Janus Henderson Group Ltd. Chief Technology Officer William B. Cassidy reported multiple equity transactions tied to the company’s merger with Jupiter Company Limited. On June 30, 2026, he disposed of blocks of common stock back to the issuer, including 7,586 shares at $52.00 per share, in connection with the cash merger consideration.

On the same date, he was deemed to acquire 15,870 shares underlying outstanding and unvested performance restricted stock units, with performance goals treated as achieved at 120% of target under the merger agreement. Unvested RSU and PSU awards were converted into replacement cash- or equity-settled awards referencing Jupiter Topco LLC equity, preserving their value under the new ownership structure.

Insights

Equity compensation and M&A specialist

Form 4 shows merger-driven award conversions and routine issuer dispositions.

These transactions for JHG CTO William Cassidy are closely linked to the closing of the merger with Jupiter Company Limited. Common shares were cashed out at $52.00 per share, while equity awards were rolled into replacement instruments referencing Jupiter Topco LLC equity.

Unvested RSU and PSU awards were converted into cash or equity-based replacement awards, with PSU performance fixed at 120% of target, locking in an above-target outcome. Because the transactions arise from a negotiated merger agreement rather than open-market trading, they primarily reflect deal mechanics, not a discretionary view on the stock.

Subsequent filings from the surviving entity or TopCo may detail how these replacement awards vest and settle over time, which will shape the long-term compensation profile for senior executives who transitioned through the merger.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider CASSIDY WILLIAM B

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	7,586	$52.00	$394K
Disposition	Common Stock	106,068	$0.00	--
Grant/Award	Common Stock	15,870	$0.00	--
Disposition	Common Stock	15,870	$0.00	--

Holdings After Transaction: Common Stock — 106,068 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 purchased under the Issuer's Employee Stock Purchase 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

Issuer disposition at merger price: 7,586 shares at $52.00 per share Deemed PSU-related acquisition: 15,870 shares Merger cash consideration: $52.00 per share +1 more

4 metrics

Issuer disposition at merger price 7,586 shares at $52.00 per share Common stock disposed to issuer on June 30, 2026

Deemed PSU-related acquisition 15,870 shares Shares underlying unvested performance stock units at effective time

Merger cash consideration $52.00 per share Each ordinary share converted into right to receive cash

PSU performance factor 120% of target Performance goals deemed satisfied for unvested PSU awards

Key Terms

Agreement and Plan of Merger, Merger Consideration, Unvested RSU Award, Unvested PSU Award, +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.

Unvested RSU Award financial

"each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person"

Unvested PSU Award financial

"unvested performance restricted stock unit awards ("Unvested PSU Awards") 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")"

Replacement PSU Award financial

"was converted into the contingent right to receive a cash award... (each, a "Replacement PSU Award")"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 08:13 PM Accepted by SEC EDGAR 07/02/2026 - 08:12 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^*

CASSIDY WILLIAM B

(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 Technology 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		7,586(1)	D	$52	106,068	D
Common Stock	06/30/2026		D		106,068(2)	D	(2)	0	D
Common Stock	06/30/2026		A		15,870(3)	A	(3)	15,870	D
Common Stock	06/30/2026		D		15,870(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 purchased under the Issuer's Employee Stock Purchase 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 William Cassidy	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 JHG executive William B. Cassidy report on June 30, 2026?

William B. Cassidy reported dispositions of Janus Henderson Group Ltd. common stock back to the issuer and a deemed acquisition of 15,870 shares underlying performance stock units. These actions were tied to the completion of the company’s merger with Jupiter Company Limited and related equity award treatment.

How were Janus Henderson Group Ltd. (JHG) shares treated in the Jupiter merger?

Each JHG ordinary share, other than specified excluded shares, was converted into the right to receive $52.00 in cash per share, without interest. This cash payment formed the core merger consideration when Jupiter Merger Sub combined with the issuer, which survived as a wholly owned subsidiary of Jupiter Company Limited.

What happened to JHG unvested RSU awards held by William Cassidy in the merger?

At the effective time of the merger, each unvested RSU award held by William Cassidy became a right to receive a replacement RSU award. Its initial value equaled the $52.00 merger consideration times the covered shares plus accrued dividend equivalents, and will settle in cash or Jupiter Topco LLC equity interests.

How were JHG performance stock units (PSUs) adjusted for William Cassidy in this Form 4?

The filing shows a deemed acquisition of shares underlying unvested PSUs, with performance goals treated as satisfied at 120% of target. These PSU awards were then converted into cash-based or equity-based replacement PSU awards tied to Jupiter Topco LLC, preserving economic value under the merger agreement.

Did Janus Henderson Group Ltd. (JHG) insider transactions involve open-market buying or selling?

The reported transactions did not involve open-market purchases or sales. They primarily reflect dispositions of shares back to the issuer and conversions of unvested RSU and PSU awards into replacement awards, all executed pursuant to the negotiated terms of the merger with Jupiter Company Limited.