JHG CFO gets RSU grant, shares withheld for tax

Janus Henderson Group Chief Financial Officer Roger MJ Thompson reported routine equity compensation activity involving the company’s common stock.

Accepted by SEC EDGAR 03/03/2026 - 07:32 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Janus Henderson Group Chief Financial Officer Roger MJ Thompson reported routine equity compensation activity involving the company’s common stock. On February 27, 2026, he acquired 24,694 shares at $49.0000 per share as a grant of restricted stock units that vest in three equal annual installments beginning one year after the grant date. On March 2, 2026, 10,561 shares at $51.9656 per share were disposed of in a tax-withholding transaction, representing shares sold by the issuer to satisfy his tax obligations upon RSU vesting. Following these transactions, he directly owned 146,254.1236 shares, which includes shares purchased under the issuer’s Buy As You Earn plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider THOMPSON ROGER MJ

Role CHIEF FINANCIAL OFFICER

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	10,561	$51.9656	$549K
Grant/Award	Common Stock	24,694	$49.00	$1.21M

Holdings After Transaction: Common Stock — 146,254.1236 shares (Direct)

Holdings Before and After: Common Stock, 132,121.1236 to 146,254.1236 shares (Direct)

Footnotes (3)

1. F1. Represents a grant of restricted stock units which vests in three equal annual installments beginning one year after the date of grant.
2. F2. Includes shares purchased under the Issuer's Buy As You Earn plan.
3. F3. Represents the number of shares sold by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did JHG’s CFO report on this Form 4?

Janus Henderson Group’s CFO reported an RSU grant of 24,694 common shares at $49.0000 on February 27, 2026 and a 10,561-share tax-withholding disposition at $51.9656 on March 2, 2026, both involving JHG common stock.

Was the JHG CFO’s share disposition an open-market sale?

No, the 10,561-share disposition was not an open-market sale. Footnotes state the issuer sold these shares to cover the reporting person’s tax withholding obligations related to vesting restricted stock units, a common non-discretionary tax-settlement mechanism.

What equity award did the JHG CFO receive according to this Form 4?

The CFO received a grant of 24,694 restricted stock units at $49.0000 per share on February 27, 2026. Footnotes explain the RSUs vest in three equal annual installments, beginning one year after the date of grant, aligning with typical long-term incentive structures.

How many JHG shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly held 146,254.1236 JHG common shares. This total includes shares purchased under Janus Henderson Group’s Buy As You Earn plan, as noted in the filing’s footnotes describing components of his beneficial ownership.

How are the JHG CFO’s RSUs scheduled to vest?

The restricted stock units granted to the CFO vest in three equal annual installments, starting one year after the grant date. This means one-third of the 24,694-unit award vests each year over a three-year period, incentivizing longer-term retention.

What transaction codes appear on this JHG Form 4 for the CFO?

The Form 4 shows code A for a grant or award acquisition of 24,694 RSU-related shares, and code F for a tax-withholding disposition of 10,561 shares. These standard codes indicate compensation-related transactions rather than discretionary market trading.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

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^*

THOMPSON ROGER MJ

(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 FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		A		24,694(1)	A	$49	156,815.1236(2)	D
Common Stock	03/02/2026		F		10,561(3)	D	$51.9656	146,254.1236	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 a grant of restricted stock units which vests in three equal annual installments beginning one year after the date of grant.

2. Includes shares purchased under the Issuer's Buy As You Earn plan.

3. Represents the number of shares sold by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units.

	/s/ Lisa Kish, by Power of Attorney for Roger Thompson	03/03/2026
	** 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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