Janus Henderson (JHG) director’s equity cashed out at $52 per share in merger

Rhea-AI Filing Summary

Janus Henderson Group Ltd. director Anne Sheehan reported a disposition of common stock connected to the company’s merger with Jupiter Company Limited. On the merger’s effective date, 16,264.982 shares of common stock were transferred to the issuer at $52.00 per share as part of the cash merger consideration, leaving her with no directly held common shares after the transaction.

The footnotes explain that, at the effective time of the merger, each ordinary share of the issuer was converted into the right to receive $52.00 in cash, without interest. They also note that 3,288 outstanding restricted stock units held by Sheehan were cancelled immediately prior to the effective time and exchanged for a lump-sum cash payment based on the same merger price plus any accrued but unpaid dividend equivalent rights.

Insights

Equity compensation and M&A specialist

Director’s equity position was cashed out in an all-cash merger.

The Form 4 shows director Anne Sheehan disposing of 16,264.982 shares of Janus Henderson Group Ltd. common stock at $52.00 per share through a disposition to the issuer tied to a completed merger. This reflects automatic treatment under the merger terms, not an open-market sale.

Footnotes clarify that all ordinary shares were converted into the right to receive the same cash amount per share at the merger’s effective time. In addition, 3,288 restricted stock units were cancelled and exchanged for cash based on the $52.00 merger consideration plus accrued dividend equivalents. The filing indicates Sheehan held no common shares directly after these transactions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sheehan Anne

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	16,264.982	$52.00	$846K

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

Footnotes (1)

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 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person that were cancelled as of immediately prior to the Effective Time and were exchanged for the right to receive a lump sum cash payment equal to (a)(1) the Merger Consideration, multiplied by (2) the number of shares of the Issuer's common stock subject to such RSUs immediately prior to the Effective Time, plus (b) the amount of any accrued but unpaid dividend equivalent rights.

Key Figures

Shares disposed: 16,264.982 shares Merger cash price: $52.00 per share RSUs cancelled: 3,288 RSUs +1 more

4 metrics

Shares disposed 16,264.982 shares Common Stock disposed to issuer in merger at $52.00 per share

Merger cash price $52.00 per share Merger Consideration for each ordinary share at effective time

RSUs cancelled 3,288 RSUs Restricted stock units cancelled and exchanged for cash at merger

Post-transaction holdings 0.0000 shares Common stock directly held by Anne Sheehan after disposition

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units, Effective Time, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

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.

restricted stock units financial

"Includes 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person"

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.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each ordinary share of the Issuer"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

dividend equivalent rights financial

"plus (b) the amount of any accrued but unpaid dividend equivalent rights"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 07:58 PM Accepted by SEC EDGAR 07/02/2026 - 07:57 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^*

Sheehan Anne

(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)

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

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		16,264.982(1)(2)	D	$52	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").

2. Includes 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person that were cancelled as of immediately prior to the Effective Time and were exchanged for the right to receive a lump sum cash payment equal to (a)(1) the Merger Consideration, multiplied by (2) the number of shares of the Issuer's common stock subject to such RSUs immediately prior to the Effective Time, plus (b) the amount of any accrued but unpaid dividend equivalent rights.

	/s/ Lisa Kish, by Power of Attorney for Anne Sheehan	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)

FAQ

What transaction did Janus Henderson (JHG) director Anne Sheehan report on this Form 4?

Anne Sheehan reported a disposition to the issuer of 16,264.982 shares of Janus Henderson common stock at $52.00 per share. The transaction arose from the closing of a merger, where shares were converted into cash consideration under the merger agreement.

Was Anne Sheehan’s Janus Henderson (JHG) share transaction an open-market sale?

The filing shows a disposition to the issuer, not an open-market sale. Shares were cancelled and converted into the right to receive $52.00 per share in cash at the merger’s effective time, consistent with the merger agreement’s terms for all ordinary shares.

How many Janus Henderson (JHG) shares did Anne Sheehan hold after the reported transaction?

After the reported disposition, Anne Sheehan’s directly held Janus Henderson common stock position was 0.0000 shares. Her previously held 16,264.982 shares were converted into cash consideration as part of the merger, leaving no remaining direct common stock holdings disclosed in this filing.

What price did Anne Sheehan receive per Janus Henderson (JHG) share in the merger transaction?

Each ordinary share was converted into the right to receive $52.00 per share in cash, without interest. This same $52.00 per share amount applied to the 16,264.982 common shares reported in the Form 4 disposition tied to the merger closing.

How were Anne Sheehan’s restricted stock units in Janus Henderson (JHG) treated in the merger?

The filing states that 3,288 restricted stock units were cancelled immediately before the merger’s effective time. They were exchanged for a lump-sum cash payment equal to the $52.00 merger consideration per unit, plus any accrued but unpaid dividend equivalent rights attached to those awards.