Janus Henderson (JHG) director’s RSUs cashed out, shares rolled into Jupiter Topco
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
CASSADAY JOHN M reported disposition transactions in this Form 4 filing.
Janus Henderson Group Ltd. director John M. Cassaday reported transactions in connection with the company’s 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.
Cassaday’s 23,504 restricted stock units, including dividend equivalents, were cancelled and exchanged for a lump-sum cash payment based on the $52.00 merger consideration plus accrued dividend equivalents. Immediately prior to the effective time, he contributed 5,793 ordinary shares and Sundance Investments Inc. contributed 14,900 ordinary shares to Jupiter Topco LLC in exchange for equivalent-value equity interests, resulting in no remaining reported holdings of the issuer’s common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
CASSADAY JOHN M
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 23,504 | $52.00 | $1.22M |
| Other | Common Stock | 5,793 | $0.00 | -- |
| Other | Common Stock | 14,900 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 5,793 shares (Direct, null);
Common Stock — 0 shares (Indirect, By Sundance Investments Inc.)
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 23,504 outstanding restricted stock units ("RSUs") held by the Reporting Person (including dividend equivalents in the form of RSUs) that were cancelled as of immediately prior to the Effective Time and were exchanged for the right to receive a lump sum cash payment equal to (a)(1) the Merger Consideration, multiplied by (2) the number of shares of the Issuer subject to such RSUs immediately prior to the Effective Time, plus (b) the amount of any accrued but unpaid dividend equivalent rights. Immediately prior to the Effective Time, the Reporting Person and Sundance Investments Inc. contributed 5,793 and 14,900 ordinary shares of the Issuer, respectively, to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value. Shares are held by Sundance Investments Inc., an investment trust under which the Reporting Person is the sole shareholder.
Key Figures
Merger cash consideration: $52.00 per share
RSUs cancelled: 23,504 RSUs
Shares contributed by Cassaday: 5,793 shares
+3 more
6 metrics
Merger cash consideration
$52.00 per share
Cash paid for each ordinary share at merger effective time
RSUs cancelled
23,504 RSUs
Restricted stock units cancelled and paid out in cash at $52.00
Shares contributed by Cassaday
5,793 shares
Ordinary shares contributed to Jupiter Topco LLC for equity interests
Shares contributed by Sundance Investments Inc.
14,900 shares
Ordinary shares contributed to Jupiter Topco LLC for equity interests
Restructuring share total
20,693 shares
Combined Cassaday and Sundance Investments Inc. contributions to Jupiter Topco LLC
Disposition to issuer
23,504 shares
Issuer disposition of RSU-related shares at $52.00 per share
Key Terms
Agreement and Plan of Merger, restricted stock units ("RSUs"), Disposition to issuer, Jupiter Topco LLC, +1 more
5 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.
restricted stock units ("RSUs") financial
"Includes 23,504 outstanding restricted stock units ("RSUs") held by the Reporting Person"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Jupiter Topco LLC financial
"contributed 5,793 and 14,900 ordinary shares of the Issuer, respectively, to Jupiter Topco LLC ("Topco")"
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.
