Janus Henderson (NYSE: JHG) CEO reports RSU grant and tax share withholding

Rhea-AI Filing Summary

JANUS HENDERSON GROUP PLC CEO Ali Dibadj reported two equity compensation-related transactions. On February 27, 2026, he acquired 79,715 shares of common stock via a grant of restricted stock units at $49.00 per share, which vest in three equal annual installments beginning one year after the grant date.

On March 2, 2026, 42,529 shares of common stock at $51.91 per share were withheld by the issuer to cover his tax withholding obligations upon RSU vesting, a tax-withholding disposition rather than an open-market sale. Following this tax-withholding transaction, he directly held 486,264 common shares.

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^*

Dibadj Ali

(Last) (First) (Middle)

201 BISHOPSGATE

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		79,715(1)	A	$49	528,793	D
Common Stock	03/02/2026		F		42,529(2)	D	$51.91	486,264	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 a grant of restricted stock units which vests in three equal annual installments beginning one year after the date of grant.

2. Represents the number of shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units.

	/s/ Lisa Kish, by Power of Attorney for Ali Dibadj	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did JHG CEO Ali Dibadj report on this Form 4?

Ali Dibadj reported an equity award and a related tax withholding. He received 79,715 restricted stock units and had 42,529 shares withheld by Janus Henderson to satisfy tax obligations triggered by RSU vesting.

Were Ali Dibadj’s JHG share transactions open-market buys or sales?

The reported transactions were not open-market trades. One was a grant of 79,715 restricted stock units, and the other was a withholding of 42,529 shares by the issuer to cover tax obligations on vesting.

How many JHG shares does CEO Ali Dibadj hold after these transactions?

After the March 2, 2026 tax-withholding disposition, Ali Dibadj directly held 486,264 shares of Janus Henderson common stock, reflecting his remaining stake after shares were withheld to satisfy RSU-related tax obligations.

What are the vesting terms of Ali Dibadj’s new JHG restricted stock units?

The 79,715 restricted stock units granted to Ali Dibadj vest in three equal annual installments. Vesting begins one year after the February 27, 2026 grant date, aligning compensation with longer-term service and performance at Janus Henderson.

What does the tax-withholding disposition mean in Ali Dibadj’s JHG filing?

The tax-withholding disposition reflects 42,529 shares withheld by Janus Henderson. These shares were used to satisfy Ali Dibadj’s tax withholding obligations arising from restricted stock unit vesting, instead of him selling shares on the open market.