Janus Henderson Group (JHG) CAO awarded RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Janus Henderson Group plc insider Michelle Rosenberg, the company’s CAO & General Counsel, reported equity compensation activity in the form of restricted stock units and related tax withholding. On February 27, 2026, she acquired 29,388 shares of common stock as a grant at $49.00 per share, increasing her direct holdings to 137,030.02 shares. Footnotes explain this is a restricted stock unit grant that vests in three equal annual installments beginning one year after the grant date. On March 2, 2026, 7,833 shares at $51.91 per share were withheld by the issuer to cover her tax obligations upon vesting of restricted stock units, leaving her with 129,197.02 directly owned shares after this tax-withholding disposition.

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

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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^*

ROSENBERG MICHELLE

(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)
	CAO & GENERAL COUNSEL

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		29,388(1)	A	$49	137,030.02	D
Common Stock	03/02/2026		F		7,833(2)	D	$51.91	129,197.02	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. 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 Michelle Rosenberg	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).
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FAQ

What insider transactions did JHG’s Michelle Rosenberg report on this Form 4?

Michelle Rosenberg reported a grant of restricted stock units and a related tax-withholding disposition. She received 29,388 shares as an equity award, then 7,833 shares were withheld by the issuer to satisfy tax obligations tied to vesting restricted stock units.

How many Janus Henderson Group (JHG) shares did Michelle Rosenberg acquire?

She acquired 29,388 shares of Janus Henderson Group common stock as a grant at $49.00 per share. Footnotes clarify this represents a restricted stock unit award that vests in three equal annual installments starting one year after the grant date.

Why were 7,833 JHG shares disposed of in Michelle Rosenberg’s Form 4?

The 7,833 shares represent stock withheld by the issuer to cover Michelle Rosenberg’s tax withholding obligations. This occurred in connection with the vesting of restricted stock units, and is reported as a tax-withholding disposition rather than an open-market sale.

What is Michelle Rosenberg’s JHG share ownership after these transactions?

After the February 27, 2026 grant, Michelle Rosenberg held 137,030.02 directly owned shares. Following the March 2, 2026 tax-withholding disposition of 7,833 shares, her direct ownership position stood at 129,197.02 shares of Janus Henderson Group common stock.

How do Michelle Rosenberg’s restricted stock units in JHG vest over time?

The restricted stock unit grant reported for Michelle Rosenberg vests in three equal annual installments. Vesting begins one year after the February 27, 2026 grant date, meaning one-third of the award becomes deliverable each year over a three-year period.