Merger reshapes Janus Henderson (JHG) CPO equity into new TopCo awards
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Janus Henderson Group Ltd. Chief People Officer Megan Podzorov reported several equity changes tied to the company’s 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.
Her unvested restricted stock units were converted into replacement awards whose value will now track equity in Jupiter Topco LLC and be settled in cash or TopCo equity. Unvested performance stock units were deemed earned at 120% of target and similarly converted into cash-based replacement awards, aligning her remaining incentives with the new private ownership structure.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
PODZOROV MEGAN
Role
Chief People Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 1,044 | $52.00 | $54K |
| Disposition | Common Stock | 11,373 | $0.00 | -- |
| Grant/Award | Common Stock | 7,935 | $0.00 | -- |
| Disposition | Common Stock | 7,935 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 11,373 shares (Direct, null)
Footnotes (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. Represents a deemed acquisition of shares of the Issuer underlying outstanding and unvested performance restricted stock unit awards ("Unvested PSU Awards") held by the Reporting Person as of immediately prior to the Effective Time based on a deemed satisfaction of the applicable performance goals at 120% of target pursuant to the Merger Agreement. At the Effective Time, each Unvested PSU Award held by the Reporting Person was converted into the contingent right to receive a cash award of equivalent value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied at 120% of target), plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement PSU Award"). Following the Effective Time, the value of each Replacement PSU Award will be determined by reference to the value of the applicable class of equity securities of TopCo and will be settled in cash or in equity interests in TopCo.
Key Figures
Merger cash consideration: $52.00 per share
Issuer disposition block: 1,044 shares at $52.00
Grant-related acquisition: 7,935 shares
+3 more
6 metrics
Merger cash consideration
$52.00 per share
Cash paid for each ordinary share at merger effective time
Issuer disposition block
1,044 shares at $52.00
Common stock disposed to issuer on June 30, 2026
Grant-related acquisition
7,935 shares
Deemed acquisition underlying unvested PSU awards at Effective Time
Additional issuer disposition
7,935 shares
Common stock disposition to issuer on June 30, 2026
Post-disposition holding
7,935 shares
Common stock directly held after grant/award acquisition
Performance satisfaction level
120% of target
Deemed PSU performance level under Merger Agreement
Key Terms
Merger Consideration, Unvested RSU Award, Replacement RSU Award, Unvested PSU Awards, +2 more
6 terms
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.
Unvested RSU Award financial
"each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person was converted"
Replacement RSU Award financial
"was converted into the contingent right to receive an equity-based award ... (each, a "Replacement RSU Award")."
Unvested PSU Awards financial
"unvested performance restricted stock unit awards ("Unvested PSU Awards") held by the Reporting Person"
Replacement PSU Award financial
"was converted into the contingent right to receive a cash award ... (each, a "Replacement PSU Award")."
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.
FAQ
What insider transactions did Janus Henderson (JHG) report for Megan Podzorov?
Megan Podzorov reported a mix of dispositions and an acquisition of common stock tied to Janus Henderson’s merger. These included issuer dispositions and a grant-related deemed acquisition connected to outstanding performance stock units at the merger’s effective time.
What happened to Megan Podzorov’s unvested RSU awards in the Janus Henderson merger?
Each unvested RSU award was converted into a replacement RSU award with initial value based on the $52.00 Merger Consideration and accrued dividends. These replacement RSUs now reference Jupiter Topco LLC equity and will be settled in cash or TopCo equity interests.
How were Megan Podzorov’s performance stock units (PSUs) treated in the merger?
Her unvested PSU awards were treated as if performance goals were met at 120% of target. They were then converted into replacement PSU cash awards whose value is tied to Jupiter Topco LLC equity and include any accrued but unpaid dividend equivalents.
What is Jupiter Topco LLC’s role in Janus Henderson’s post-merger equity awards?
After the merger, value for replacement RSU and PSU awards held by Megan Podzorov will be determined by reference to Jupiter Topco LLC equity. These awards will ultimately settle in cash or equity interests of TopCo instead of Janus Henderson common stock.