Janus Henderson Insider Report: 13,182 Shares Withheld for Taxes

Rhea-AI Filing Summary

William B. Cassidy, Chief Technology Officer and director of Janus Henderson Group plc (JHG), reported a Form 4 filing showing a transaction on 09/02/2025. The filing discloses 13,182 shares were disposed at a price of $43.79 per share. The filing states these shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligations related to the vesting of restricted stock units.

After the reported disposition, the reporting person beneficially owns 115,852 shares, which the filing notes includes shares purchased under the issuer’s Employee Stock Purchase Plan. The Form 4 was signed under power of attorney on 09/04/2025.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale of vested RSUs; not indicative of portfolio rebalancing or new information.

The Form 4 reports a common practice where an employer withholds shares to satisfy tax obligations upon RSU vesting. The disposition size of 13,182 shares at $43.79 reflects withholding rather than an open-market sale for liquidity, per the filer’s explanation. The remaining beneficial ownership of 115,852 shares should be viewed in context of total insider holdings disclosed elsewhere for materiality assessment. This filing alone does not provide earnings or operational signals.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting norms; transaction is administrative and explained.

The filing clearly states the nature of the transaction as share withholding for tax purposes related to RSU vesting, which is an accepted affirmative disclosure practice. Documentation includes the role of the reporting person as Chief Technology Officer and director, and notes inclusion of Employee Stock Purchase Plan shares in total beneficial ownership. Procedural signature by power of attorney is documented and dated 09/04/2025.

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

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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^*

CASSIDY WILLIAM B

(Last) (First) (Middle)

201 BISHOPGATE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		F		13,182(1)	D	$43.79	115,852(2)	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 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.

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

	/s/ Lisa Kish, by Power of Attorney for William Cassidy	09/04/2025
	** 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.

FAQ

What transaction did JHG insider William B. Cassidy report on Form 4?

The Form 4 reports a disposition of 13,182 shares on 09/02/2025 at $43.79 per share, withheld to cover tax obligations from RSU vesting.

How many JHG shares does William B. Cassidy beneficially own after the transaction?

The filing shows 115,852 shares beneficially owned following the reported transaction, which includes shares purchased under the Employee Stock Purchase Plan.

Why were the 13,182 JHG shares disposed according to the filing?

The filing states the shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligations related to vesting of restricted stock units.

When was the Form 4 signed and by whom?

The Form 4 bears a signature executed 09/04/2025 by Lisa Kish by power of attorney for William Cassidy.

What is William Cassidy’s role at Janus Henderson Group plc?

The Form 4 identifies William B. Cassidy as a Director and the company’s Chief Technology Officer.