Janus Henderson (NYSE: JHG) CPO reports RSU grant and tax withholding

Rhea-AI Filing Summary

Janus Henderson Group’s Chief People Officer Megan Podzorov reported two equity-related transactions in company common stock. On February 27, 2026, she acquired 9,919 shares through a grant of restricted stock units at $49.00 per share, which vest in three equal annual installments starting one year after the grant date.

On March 2, 2026, 286 shares at $51.91 per share were withheld by the company to cover her tax obligations upon vesting of restricted stock units, reducing her directly held stake to 13,854 shares. Her holdings include shares purchased under the company’s Employee Stock Purchase Plan.

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^*

PODZOROV MEGAN

(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 People 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		9,919(1)	A	$49	14,140(2)	D
Common Stock	03/02/2026		F		286(3)	D	$51.91	13,854	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 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 restricted stock units.

	/s/ Lisa Kish, by Power of Attorney for Megan Podzorov	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.
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 insider transactions did JHG Chief People Officer Megan Podzorov report?

Megan Podzorov reported a grant of 9,919 restricted stock units at $49.00 per share and a withholding of 286 shares at $51.91 per share to cover tax obligations related to restricted stock unit vesting.

How many Janus Henderson (JHG) shares does Megan Podzorov hold after these Form 4 transactions?

Following the March 2, 2026 tax-withholding transaction, Megan Podzorov directly holds 13,854 shares of Janus Henderson common stock. This total includes shares received from equity awards and shares purchased under the company’s Employee Stock Purchase Plan.

Was the JHG insider’s 286-share disposition an open-market sale?

No, the 286-share disposition reported by Megan Podzorov reflects shares withheld by Janus Henderson to satisfy her tax withholding obligations tied to restricted stock unit vesting, rather than an open-market sale of shares for investment purposes.

How do the new restricted stock units for JHG’s Chief People Officer vest?

The 9,919 restricted stock units granted to Megan Podzorov vest in three equal annual installments. Vesting begins one year after the February 27, 2026 grant date, aligning her equity compensation with multi-year service at Janus Henderson.

What price was used for the newly granted JHG restricted stock units?

The restricted stock units granted to Megan Podzorov were valued at $49.00 per share on the February 27, 2026 grant date. This price is used for reporting and does not necessarily indicate a cash purchase transaction by the insider.