Janus Henderson (NYSE: JHG) CAO equity cashed out in $52-per-share merger

Rhea-AI Filing Summary

Janus Henderson Group Ltd. chief accounting officer Berg Crawford reported disposing of his common stock in connection with the company’s merger with Jupiter Company Limited. On the merger’s effective date, each ordinary share was converted into the right to receive $52.00 in cash, without interest.

The filing shows two issuer dispositions of common stock totaling 2,948.5 shares, including shares purchased under the Employee Stock Purchase Plan. Following these transactions, Crawford no longer directly holds Janus Henderson common stock, and his unvested restricted stock units were converted into new awards tied to equity of Jupiter Topco LLC.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CRAWFORD BERG

Role CHIEF ACCOUNTING OFFICER

Type	Security	Shares	Price	Value
Disposition	Common Stock	1,319.5	$52.00	$69K
Disposition	Common Stock	1,629	$0.00	--

Holdings After Transaction: Common Stock — 1,629 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 shares purchased under the Issuer's Employee Stock Purchase Plan. At the Effective Time, each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person was converted into the contingent right to receive an equity-based award with an initial value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested RSU Award immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement RSU Award"). Following the Effective Time, the value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter Topco LLC ("TopCo") and will be settled in cash or in equity interests in TopCo.

Key Figures

Merger cash price: $52.00 per share Issuer disposition at $52: 1,319.5 shares Additional issuer disposition: 1,629 shares +2 more

5 metrics

Merger cash price $52.00 per share Cash consideration per ordinary share at effective time of merger

Issuer disposition at $52 1,319.5 shares Common Stock disposed to issuer at $52.00 per share

Additional issuer disposition 1,629 shares Common Stock disposition at $0.00 per share, includes ESPP shares

Total shares disposed 2,948.5 shares Sum of both issuer dispositions of Common Stock on June 30, 2026

Post-transaction holdings 0 shares Total Janus Henderson Common Stock directly held by Crawford after transactions

Key Terms

Agreement and Plan of Merger, Merger Consideration, Employee Stock Purchase Plan, restricted stock unit award, +2 more

6 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.

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.

Employee Stock Purchase Plan financial

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

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

restricted stock unit award financial

"each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award")"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Replacement RSU Award financial

"was converted into the contingent right to receive an equity-based award ... (each, a "Replacement RSU Award")"

Jupiter Topco LLC financial

"value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter Topco LLC ("TopCo")"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 08:09 PM Accepted by SEC EDGAR 07/02/2026 - 08:09 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^*

CRAWFORD BERG

(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)

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

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		1,319.5(1)	D	$52	1,629	D
Common Stock	06/30/2026		D		1,629(2)	D	(2)	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"). Includes shares purchased under the Issuer's Employee Stock Purchase Plan.

2. At the Effective Time, each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person was converted into the contingent right to receive an equity-based award with an initial value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested RSU Award immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement RSU Award"). Following the Effective Time, the value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter Topco LLC ("TopCo") and will be settled in cash or in equity interests in TopCo.

	/s/ Lisa Kish, by Power of Attorney for Berg Crawford	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 insider transaction did Janus Henderson (JHG) report for Berg Crawford?

Janus Henderson reported that chief accounting officer Berg Crawford disposed of all his common shares through issuer dispositions on the merger effective date. These transactions reflect his equity being cashed out or converted as part of the company’s acquisition by Jupiter Company Limited.

What cash consideration did Janus Henderson (JHG) shareholders receive in the merger?

Each ordinary share of Janus Henderson was converted into the right to receive $52.00 in cash, without interest. This merger consideration applied at the effective time of the merger, except for shares held by the parent entity and other limited exceptions in the merger agreement.

How many Janus Henderson (JHG) shares did Berg Crawford dispose of in this Form 4?

The Form 4 shows two issuer dispositions totaling 2,948.5 common shares for Berg Crawford. One line covers 1,319.5 shares at $52.00 per share, and another covers 1,629 shares, including shares purchased under the Employee Stock Purchase Plan.

What happened to Berg Crawford’s unvested RSUs in the Janus Henderson merger?

Each unvested restricted stock unit award held by Berg Crawford was converted into a replacement RSU award. The initial value is based on the merger consideration and unpaid dividend equivalents, and future value will reference equity of Jupiter Topco LLC, settling in cash or TopCo equity.

Does Berg Crawford still hold Janus Henderson (JHG) common stock after the merger?

According to the Form 4, Berg Crawford’s direct holdings of Janus Henderson common stock are zero after the reported transactions. His unvested equity exposure continues through replacement RSU awards referencing equity securities of Jupiter Topco LLC instead of Janus Henderson shares.