Janus Henderson (NYSE: JHG) CAO Rosenberg reports 26,022-share equity vesting

Rhea-AI Filing Summary

Janus Henderson Group plc’s Chief Accounting Officer and General Counsel Michelle Rosenberg reported equity compensation activity. On February 2, 2026, she acquired 26,022 shares of common stock at $48.18 per share upon vesting of a previously granted performance share unit award. On the same date, 11,385 shares were withheld by the company at $48.18 per share to cover her tax withholding obligations related to that vesting. Following these transactions, she directly beneficially owned 109,805.02 shares of common stock and indirectly held 129.589 shares through a 401(k) plan.

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

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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^*

ROSENBERG MICHELLE

(Last) (First) (Middle)

201 BISHOPGATE

(Street)

LONDON X0 EC2M 3AE

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JANUS HENDERSON GROUP PLC [ JHG ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CAO & GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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

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

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

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 (401k)								129.589	I	By 401(k) Plan
Common Stock	02/02/2026		A		26,022(1)	A	$48.18	121,190.02(2)	D
Common Stock	02/02/2026		F		11,385(3)	D	$48.18	109,805.02	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. Represents shares of the Issuer's common stock acquired upon the vesting of a performance share unit award previously granted to the Reporting Person.

2. Includes shares purchased under the Issuer's Employee Stock Purchase Plan.

3. Represents the number of shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of performance share units.

	/s/ Lisa Kish, by Power of Attorney for Michelle Rosenberg	02/04/2026
	** 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).
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FAQ

What insider transaction did JHG CAO Michelle Rosenberg report on this Form 4?

Michelle Rosenberg reported vesting of a performance share unit award, receiving 26,022 Janus Henderson common shares at $48.18 each. The filing also shows tax withholding via share retention and updated direct and 401(k) plan share holdings after the equity award vesting.

How many Janus Henderson (JHG) shares did Michelle Rosenberg acquire?

She acquired 26,022 shares of Janus Henderson common stock upon vesting of a performance share unit award at a price of $48.18 per share. This reflects settlement of previously granted equity compensation rather than an open-market share purchase transaction.

How many JHG shares were withheld for Michelle Rosenberg’s taxes?

The company withheld 11,385 Janus Henderson common shares at $48.18 per share to satisfy Michelle Rosenberg’s tax withholding obligations. These shares relate directly to the same performance share unit vesting that delivered 26,022 shares of common stock to her.

What is Michelle Rosenberg’s JHG share ownership after the reported transactions?

After the reported transactions, Michelle Rosenberg beneficially owned 109,805.02 Janus Henderson common shares directly. She also held 129.589 additional shares indirectly through a 401(k) plan, according to the share balances shown in the Form 4 filing tables.

What role does Michelle Rosenberg hold at Janus Henderson Group (JHG)?

Michelle Rosenberg is identified as an officer of Janus Henderson Group plc, serving as Chief Accounting Officer and General Counsel. Her status as an officer makes her a reporting person subject to Form 4 disclosure requirements for transactions in the company’s securities.

On what date did the reported Janus Henderson (JHG) equity transactions occur?

The performance share unit vesting and related tax share withholding occurred on February 2, 2026. The 401(k) plan holding is reported as of the Form 4 but does not show a specific new transaction, only the updated indirect share balance held in the plan.