Janus Henderson (JHG) CEO nets shares from award vesting, covers taxes

Rhea-AI Filing Summary

Janus Henderson Group CEO Ali Dibadj reported stock-based compensation activity in the company’s common stock. On February 2, 2026, he acquired 212,501 shares at $48.18 per share upon vesting of a previously granted performance share unit award. On the same date, 117,514 shares at $48.18 per share were withheld by the company to cover his tax obligations related to that vesting. Following these transactions, Dibadj directly beneficially owned 576,710 shares of Janus Henderson common stock.

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

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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^*

Dibadj Ali

(Last) (First) (Middle)

201 BISHOPSGATE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		212,501(1)	A	$48.18	694,224(2)	D
Common Stock	02/02/2026		F		117,514(3)	D	$48.18	576,710	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 shares of the Issuer's common stock acquired upon the vesting of a performance share unit award previously granted to the Reporting Person.

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

3. Represents the number of shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of performance share units.

	/s/ Lisa Kish, by Power of Attorney for Ali Dibadj	02/04/2026
	** 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.
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FAQ

What insider transactions did JHG CEO Ali Dibadj report on February 2, 2026?

Ali Dibadj reported a stock award vesting and related tax withholding on February 2, 2026. He received 212,501 Janus Henderson common shares from a performance share unit vesting, and 117,514 shares were simultaneously withheld by the company to satisfy associated tax obligations.

How many JHG shares does CEO Ali Dibadj own after this Form 4 filing?

After these transactions, Ali Dibadj directly beneficially owned 576,710 shares of Janus Henderson common stock. This figure reflects the 212,501-share award vesting and the 117,514 shares withheld by the company to cover tax obligations tied to that performance share unit vesting.

What does the 212,501-share transaction for JHG represent for the CEO?

The 212,501-share transaction represents Janus Henderson common stock issued to Ali Dibadj upon vesting of a previously granted performance share unit award. This is stock-based compensation, delivered at a reference price of $48.18 per share as disclosed in the Form 4 details.

Why were 117,514 JHG shares deducted in Ali Dibadj’s Form 4?

The 117,514 Janus Henderson shares were withheld by the company to satisfy Ali Dibadj’s tax withholding obligations. These obligations arose in connection with the vesting of his performance share units, and the shares were valued at $48.18 each for this withholding event.

Are the JHG insider transactions by Ali Dibadj direct or indirect holdings?

The Form 4 shows that Ali Dibadj’s reported transactions and resulting holdings are classified as direct. Both the acquisition of 212,501 shares from performance share unit vesting and the remaining 576,710 shares after tax withholding are listed as directly owned common stock positions.