Director Alison Quirk converts Janus Henderson (NYSE: JHG) stock in $52-per-share cash merger

Rhea-AI Filing Summary

Janus Henderson Group Ltd. director Alison A. Quirk reported transactions tied to the company’s cash 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.

Quirk disposed of 6,244 common shares to the issuer at $52.00 per share, reflecting the merger consideration. Immediately prior to the effective time, she also contributed 9,664 ordinary shares to Jupiter Topco LLC in exchange for equity interests of equivalent value, leaving her with no directly held Janus Henderson common stock.

In addition, 3,288 restricted stock units were cancelled and exchanged for a lump-sum cash payment based on the $52.00 merger consideration plus any accrued but unpaid dividend equivalent rights, aligning her equity awards with the cash-out structure of the merger.

Insights

Equity compensation and M&A specialist

Director’s equity is cashed out or rolled over in a change-of-control merger.

The transactions show how Alison A. Quirk’s equity converted when Janus Henderson became a wholly owned subsidiary of Jupiter Company Limited. Ordinary shares were cashed out at $52.00 per share, while a portion was rolled into Jupiter Topco LLC equity.

This is typical in leveraged buyouts or take-private deals, where insiders may receive a mix of cash and new private-company interests. It does not signal open-market selling, but rather reflects merger mechanics and negotiated consideration under the Merger Agreement.

Her 3,288 cancelled RSUs were paid out in cash based on the merger price plus dividend equivalents, which is standard for time-based awards in a cash merger. With no remaining listed shares or derivatives shown, future exposure comes through her private Topco equity rather than JHG stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Quirk Alison A.

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	6,244	$52.00	$325K
Other	Common Stock	9,664	$0.00	--

Holdings After Transaction: Common Stock — 9,664 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 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person 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 contributed 9,664 ordinary shares of the Issuer to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value.

Key Figures

Merger cash price: $52.00 per share Shares disposed to issuer: 6,244 shares Shares contributed to Topco: 9,664 shares +2 more

5 metrics

Merger cash price $52.00 per share Cash consideration for each ordinary share at the merger effective time

Shares disposed to issuer 6,244 shares Common stock returned to issuer at $52.00 per share in merger

Shares contributed to Topco 9,664 shares Ordinary shares exchanged for equity interests in Jupiter Topco LLC

Cancelled RSUs 3,288 RSUs RSUs cancelled and paid out in cash based on merger consideration

Direct holdings after transaction 0 shares Total Janus Henderson common stock directly held by Quirk after transactions

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), Disposition to issuer, +1 more

5 terms

Agreement and Plan of Merger financial

"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.

restricted stock units ("RSUs") financial

"Includes 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person that were cancelled"

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""

lump sum cash payment financial

"were exchanged for the right to receive a lump sum cash payment equal to the Merger Consideration"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 08:01 PM Accepted by SEC EDGAR 07/02/2026 - 08:00 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^*

Quirk Alison A.

(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)

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

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		6,244(1)(2)	D	$52	9,664	D
Common Stock	06/30/2026		J		9,664(3)	D	(3)	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").

2. Includes 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person 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.

3. Immediately prior to the Effective Time, the Reporting Person contributed 9,664 ordinary shares of the Issuer to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value.

	/s/ Lisa Kish, by Power of Attorney for Alison Quirk	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 did Alison A. Quirk report in this Form 4 for Janus Henderson (JHG)?

Alison A. Quirk reported merger-related transactions where her Janus Henderson common stock was either cashed out at $52.00 per share or exchanged for equity in Jupiter Topco LLC, and her RSUs were paid out in cash based on the same merger consideration.

How many Janus Henderson (JHG) shares did Alison Quirk dispose of in the merger?

She disposed of 6,244 common shares to the issuer at $52.00 per share as part of the merger consideration. This was a disposition to the company under the merger terms, not an open-market sale on the stock exchange.

What happened to Alison Quirk’s remaining Janus Henderson (JHG) shares?

Immediately before the merger’s effective time, she contributed 9,664 ordinary shares to Jupiter Topco LLC in exchange for equity interests of equivalent value. This rolled a portion of her former JHG stake into ownership of the new private parent entity.

How were Alison Quirk’s Janus Henderson (JHG) RSUs treated in the merger?

Her 3,288 restricted stock units were cancelled just before the effective time and exchanged for a lump-sum cash payment. The amount equaled the $52.00 merger consideration per underlying share plus any accrued but unpaid dividend equivalent rights.

Does Alison Quirk still hold Janus Henderson (JHG) common stock after these transactions?

After the reported transactions, her directly held Janus Henderson common stock position is shown as 0 shares. Her economic interest shifted to cash from the merger and equity interests in Jupiter Topco LLC rather than ongoing ownership of listed JHG shares.

What merger terms affected Janus Henderson (JHG) shareholders in this Form 4?

The filing notes that each ordinary share, except specified exclusions, was converted into the right to receive $52.00 per share in cash, without interest. These are the core economic terms driving the cash-out of Quirk’s shares and RSUs in the transaction.