What does the 3,288-share restricted stock unit grant mean for Janus Henderson (JHG) director compensation?

The 3,288 restricted stock units represent stock-based compensation for director Kalpana Desai. These units vest one year after the grant date, aligning her interests with shareholders by tying part of her compensation to Janus Henderson’s share performance over the vesting period.

Janus Henderson (JHG) director logs RSU grant and tax share withholding

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Janus Henderson Group plc director Kalpana Desai reported routine equity compensation activity. On May 11, 2026, she received a grant of 3,288 restricted stock units, which vest one year after the grant date. On May 12, 2026, 1,926 shares of common stock were withheld by the company to cover her tax withholding obligations related to the vesting of restricted stock units originally granted on May 2, 2025. Following these transactions, she directly holds 33,638 shares of Janus Henderson common stock, reflecting routine compensation and tax-settlement mechanics rather than open-market trading.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DESAI KALPANA

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,926	$51.61	$99K
Grant/Award	Common Stock	3,288	$51.71	$170K

Holdings After Transaction: Common Stock — 33,638 shares (Direct, null)

Footnotes (1)

Represents a grant of restricted stock units which vests one year after the date of grant. 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 granted on May 2, 2025.

Key Figures

RSU grant size: 3,288 shares Tax-withheld shares: 1,926 shares Holdings after grant: 35,564 shares +3 more

6 metrics

RSU grant size 3,288 shares Restricted stock units granted on May 11, 2026

Tax-withheld shares 1,926 shares Shares withheld for tax obligations on May 12, 2026

Holdings after grant 35,564 shares Common stock directly held after 3,288-share grant

Final direct holdings 33,638 shares Common stock directly held after 1,926-share tax withholding

Grant reference price $51.71 per share Price per share shown for 3,288-share grant

Withholding reference price $51.61 per share Price per share shown for 1,926-share tax withholding

Key Terms

restricted stock units, tax withholding obligations, grant, award, or other acquisition, Payment of exercise price or tax liability by delivering securities

4 terms

restricted stock units financial

"Represents a grant of restricted stock units which vests one year after the date of grant."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"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"

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: Payment of exercise price or tax liability by delivering securities"

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 08:28 PM

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^*

DESAI KALPANA

(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 PLC [ JHG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2026		A		3,288⁽¹⁾	A	$51.71	35,564	D
Common Stock	05/12/2026		F		1,926⁽²⁾	D	$51.61	33,638	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a grant of restricted stock units which vests one year after the date of grant.

2. 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 granted on May 2, 2025.

	/s/ Lisa Kish, by Power of Attorney for Kalpana Desai	05/11/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Janus Henderson (JHG) director Kalpana Desai report?

Kalpana Desai reported a grant of 3,288 restricted stock units and withholding of 1,926 shares for taxes. Both transactions involve common stock received through compensation rather than open-market buying or selling, reflecting routine equity award and tax-settlement activity.

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

After the reported transactions, Kalpana Desai directly holds 33,638 shares of Janus Henderson common stock. This figure reflects her position following the 3,288-share restricted stock unit grant and the 1,926 shares withheld to satisfy tax obligations on previously granted restricted stock units.

Was the Janus Henderson (JHG) Form 4 for an open-market buy or sell?

The Form 4 does not show any open-market buy or sell. It reports a 3,288-share grant categorized as a grant or award acquisition and a 1,926-share tax-withholding disposition, where shares were withheld by the issuer to pay taxes on vesting restricted stock units.

Why were 1,926 Janus Henderson (JHG) shares withheld in the Form 4 filing?

The 1,926 shares were withheld by Janus Henderson to satisfy Kalpana Desai’s tax withholding obligations. The withholding is tied to the vesting of restricted stock units granted on May 2, 2025, and is classified as a tax-withholding disposition, not an open-market sale.