Janus Henderson (JHG) CFO logs PSU vesting and tax-related stock sale

Rhea-AI Filing Summary

Janus Henderson Group plc's chief financial officer Roger Thompson reported equity compensation activity in company stock. On February 11, 2026, he acquired 35,784 shares of common stock upon vesting of a previously granted performance share unit award at a value of $48.2525 per share. To cover related tax withholding obligations, the issuer sold 16,861 shares of common stock on his behalf at the same price. Following these transactions, Thompson directly owned 132,112.1236 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^*

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)
02/11/2026

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	02/11/2026		A		35,784(1)	A	$48.2525	148,973.1236(2)	D
Common Stock	02/11/2026		S		16,861(3)	D	$48.2525	132,112.1236	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 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 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 performance share units.

	/s/ Lisa Kish, by Power of Attorney for Roger Thompson	02/12/2026
	** 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 CFO Roger Thompson report on February 11, 2026?

Roger Thompson reported acquiring 35,784 Janus Henderson (JHG) common shares from vesting performance share units at $48.2525 per share. The issuer then sold 16,861 shares to satisfy his tax withholding obligations, leaving him with 132,112.1236 directly owned shares.

How many Janus Henderson (JHG) shares does CFO Roger Thompson own after this Form 4?

After the reported transactions, Roger Thompson directly owns 132,112.1236 Janus Henderson (JHG) common shares. This reflects the vesting of 35,784 performance share units and the issuer’s sale of 16,861 shares to cover his related tax withholding obligations.

What was the nature of the 35,784 JHG shares acquired by CFO Roger Thompson?

The 35,784 Janus Henderson (JHG) shares were acquired through the vesting of a previously granted performance share unit award. These vested units converted into common stock at a value of $48.2525 per share, increasing Thompson’s direct share ownership before tax-related sales.

Why were 16,861 Janus Henderson (JHG) shares sold in Roger Thompson’s Form 4?

The 16,861 Janus Henderson (JHG) shares were sold by the issuer to satisfy Roger Thompson’s tax withholding obligations tied to the vesting of performance share units. This sale was not a discretionary open-market trade but an automatic tax-related transaction.

What role does Roger Thompson hold at Janus Henderson (JHG) in this Form 4?

Roger Thompson is identified as the chief financial officer of Janus Henderson Group plc (JHG). The Form 4 reports his equity compensation activity, specifically vesting of performance share units into common stock and related issuer sales to cover associated tax withholding.

Were any derivative securities reported in this Janus Henderson (JHG) Form 4?

No derivative securities were reported in this Form 4 for Janus Henderson (JHG). The filing’s detailed table concerns only non-derivative common stock, covering performance share unit vesting into shares and the issuer’s sale of a portion to meet tax withholding requirements.