Janus Henderson officer reports merger equity changes

Janus Henderson Group Ltd. Chief People Officer Megan Podzorov reported several equity changes tied to the company’s merger with Jupiter Company Limited.

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.

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	$0.00
Grant/Award	Common Stock	7,935	$0.00	$0.00
Disposition	Common Stock	7,935	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (4)

1. F1. 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. F2. 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.
3. F3. 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.
4. F4. 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.

How did the Janus Henderson merger affect common shareholders’ consideration?

Each ordinary share of Janus Henderson was converted into the right to receive $52.00 per share in cash. This cash amount, called the Merger Consideration, applied at the effective time of the merger, excluding shares already held by the acquiring parent entity.

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.

Did Janus Henderson’s merger impact employee stock purchase plan shares?

The filing notes that the share total includes shares purchased under Janus Henderson’s Employee Stock Purchase Plan. These shares were subject to the same $52.00 per share cash Merger Consideration at the effective time of the merger transaction.

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.

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

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Accepted by SEC EDGAR 07/02/2026 - 08:07 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^*

PODZOROV MEGAN

(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 People 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		1,044(1)	D	$52	11,373	D
Common Stock	06/30/2026		D		11,373(2)	D	(2)	0	D
Common Stock	06/30/2026		A		7,935(3)	A	(3)	7,935	D
Common Stock	06/30/2026		D		7,935(4)	D	(4)	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.

3. 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.

4. 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.

	/s/ Lisa Kish, by Power of Attorney for Megan Podzorov	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)