Janus Henderson (NYSE: JHG) CTO sells shares and receives RSU grant

Rhea-AI Filing Summary

Janus Henderson Group Chief Technology Officer William B. Cassidy reported several stock transactions. He received a grant of 19,837 restricted stock units at $49.00 per share that will vest in three equal annual installments beginning one year after the grant date, sold 16,947 shares in an open-market transaction at $52.27 per share, and had 5,400 shares withheld at $51.91 per share to cover tax obligations upon vesting of restricted stock units. After these transactions, he directly holds 113,539 common shares, which include shares purchased under the company’s employee stock purchase plan.

Insights

Equity Compensation Analyst

Mix of equity award, tax withholding, and sale leaves insider with sizable holdings.

The Chief Technology Officer of Janus Henderson Group received 19,837 restricted stock units valued at $49.00 per share. These RSUs vest in three equal annual installments starting one year after the grant, reinforcing a multi‑year incentive tied to the company’s share price.

On the same date, he sold 16,947 common shares at $52.27 per share in an open‑market transaction. Separately, 5,400 shares at $51.91 per share were withheld by the issuer to satisfy tax obligations linked to RSU vesting, a standard non‑discretionary mechanism that does not generate cash proceeds for the insider.

Following these actions, his direct ownership stands at 113,539 common shares, including shares acquired through the employee stock purchase plan. The combination of an equity grant and continued substantial holdings suggests ongoing exposure to the company’s equity despite the reported sale and tax‑related share withholding.

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^*

CASSIDY WILLIAM B

(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 Technology 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		19,837(1)	A	$49	135,886(2)	D
Common Stock	02/27/2026		S		16,947	D	$52.27	118,939	D
Common Stock	03/02/2026		F		5,400(3)	D	$51.91	113,539	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 William Cassidy	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 stock transactions did JHG executive William B. Cassidy report?

William B. Cassidy reported three transactions: a grant of 19,837 restricted stock units at $49.00 per share, an open-market sale of 16,947 common shares at $52.27 per share, and a tax-withholding disposition of 5,400 shares at $51.91 per share.

How many Janus Henderson (JHG) shares does the CTO hold after these Form 4 trades?

After the reported transactions, the Chief Technology Officer directly owns 113,539 Janus Henderson common shares. This total includes shares previously purchased under the company’s Employee Stock Purchase Plan, as indicated by the disclosure’s accompanying footnote language.

What type of equity award did JHG grant to its CTO in this filing?

Janus Henderson granted the CTO 19,837 restricted stock units at $49.00 per share. These RSUs vest in three equal annual installments, beginning one year after the grant date, aligning part of his compensation with the company’s longer-term share performance.

Was the JHG CTO’s share disposition primarily a sale or tax withholding?

The filing shows both: an open-market sale of 16,947 shares at $52.27 per share and a separate tax-withholding disposition of 5,400 shares at $51.91 per share, used to satisfy tax obligations tied to restricted stock unit vesting.

How are the JHG restricted stock units scheduled to vest for the CTO?

The 19,837 restricted stock units granted to the CTO vest in three equal annual installments. Vesting begins one year after the grant date, meaning the award converts into common shares gradually over a three-year period, subject to the stated vesting schedule.

Does the JHG CTO’s reported share total include Employee Stock Purchase Plan shares?

Yes. A footnote explains that the reported ownership figure includes shares purchased under Janus Henderson’s Employee Stock Purchase Plan. This means his 113,539 directly held common shares combine plan purchases with other equity holdings reported in the transaction details.