Janus Henderson (JHG) director gets 3,288-share RSU grant, 416 shares withheld for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Janus Henderson Group director Eugene Flood Jr reported routine equity compensation activity. On May 11, 2026, he received a grant of 3,288 shares of Common Stock as restricted stock units at $51.71 per share, which vest one year after the grant date. On May 12, 2026, 416 shares were withheld at $51.61 per share to satisfy his tax withholding obligations related to the vesting of restricted stock units granted on May 2, 2025. After these transactions, he directly holds 23,833 shares of Janus Henderson Group common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider FLOOD EUGENE JR

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	416	$51.61	$21K
Grant/Award	Common Stock	3,288	$51.71	$170K

Holdings After Transaction: Common Stock — 23,833 shares (Direct, null)

Footnotes (1)

Represents a grant of restricted stock units which vests one year after the date of grant. 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 granted on May 2, 2025.

Key Figures

RSU grant size: 3,288 shares RSU grant reference price: $51.71 per share Shares withheld for taxes: 416 shares +2 more

5 metrics

RSU grant size 3,288 shares Restricted stock units granted May 11, 2026

RSU grant reference price $51.71 per share Reporting price for RSU grant

Shares withheld for taxes 416 shares Tax withholding on RSU vesting May 12, 2026

Tax withholding price $51.61 per share Value used for tax-withheld shares

Post-transaction holdings 23,833 shares Common stock directly held after transactions

Key Terms

restricted stock units, tax withholding obligations, grant, award, or other acquisition, Payment of exercise price or tax liability by delivering securities

4 terms

restricted stock units financial

"Represents a grant of restricted stock units which vests one year after the date of grant."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting"

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: Payment of exercise price or tax liability by delivering securities"

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 08:34 PM

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

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^*

FLOOD EUGENE JR

(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 PLC [ JHG ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2026		A		3,288⁽¹⁾	A	$51.71	24,249	D
Common Stock	05/12/2026		F		416⁽²⁾	D	$51.61	23,833	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a grant of restricted stock units which vests 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 granted on May 2, 2025.

	/s/ Lisa Kish, by Power of Attorney for Eugene Flood Jr.	05/13/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did JHG director Eugene Flood Jr report?

Eugene Flood Jr reported a routine stock award and related tax withholding. He received 3,288 restricted stock units and had 416 shares withheld to cover taxes from a prior RSU vesting, leaving him with 23,833 directly held JHG shares.

Was the Janus Henderson (JHG) Form 4 transaction a market sale?

The Form 4 for JHG shows no open-market sale. The 416-share disposition was tax withholding by the issuer to cover obligations on vesting RSUs, a non-market mechanism rather than a discretionary sale into the open market.

How many JHG shares does Eugene Flood Jr hold after these transactions?

After the reported transactions, Eugene Flood Jr directly holds 23,833 JHG common shares. This figure reflects both the 3,288-share restricted stock grant and the 416 shares withheld for tax obligations tied to an earlier RSU grant vesting.

What are the terms of the new restricted stock units granted to the JHG director?

The new award to the JHG director is 3,288 restricted stock units. According to the disclosure, this grant vests one year after the grant date, and was valued at a reference price of $51.71 per share for reporting purposes.

Why were 416 JHG shares withheld in Eugene Flood Jr’s Form 4?

The 416 JHG shares were withheld by the issuer to satisfy Eugene Flood Jr’s tax withholding obligations. These obligations arose from the vesting of restricted stock units granted on May 2, 2025, and are reported as a tax-withholding disposition.