How is the $52.00 per share merger consideration reflected for JHG in this filing?

The filing shows ordinary shares converted into the right to receive $52.00 per share in cash. Rosenberg’s dispositions include 13,842.02 shares and 129.589 401(k) shares at $52.00, illustrating how her holdings were cashed out under the Agreement and Plan of Merger.

What is the significance of the 48,077-share restructuring entry for JHG?

A 48,077-share entry is coded as an “other” transaction, categorized as restructuring in the summary. Footnotes describe related steps such as contributing 9,664 ordinary shares to Jupiter Topco LLC in exchange for equivalent-value equity interests immediately prior to the merger’s effective time.

Janus Henderson (NYSE: JHG) CAO details cash-out and award changes in merger

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Janus Henderson Group Ltd. chief accounting officer and general counsel Michelle Rosenberg reported several equity transactions tied to the closing of the company’s merger with Jupiter Company Limited. At the merger’s effective time, each ordinary share was converted into the right to receive $52.00 per share in cash.

Rosenberg disposed of common stock back to the issuer, including 13,842.02 shares at $52.00 per share and 129.589 shares held through a 401(k) plan at the same price, reflecting cash-out under the merger terms. She also received a grant of 65,629 common shares in a deemed acquisition related to performance-based awards and had 48,077 shares categorized as an “other” restructuring transaction.

Footnotes explain that unvested RSU and performance share awards were converted into replacement cash or equity-based awards of Jupiter Topco LLC, with performance goals for the unvested PSU awards deemed satisfied at 120% of target under the Merger Agreement.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider ROSENBERG MICHELLE

Role CAO & GENERAL COUNSEL

Type	Security	Shares	Price	Value
Disposition	Common Stock (401k)	129.589	$52.00	$7K
Disposition	Common Stock	13,842.02	$52.00	$720K
Disposition	Common Stock	47,494	$0.00	--
Other	Common Stock	48,077	$0.00	--
Grant/Award	Common Stock	65,629	$0.00	--
Disposition	Common Stock	65,629	$0.00	--

Holdings After Transaction: Common Stock (401k) — 0 shares (Indirect, By 401(k) Plan); Common Stock — 95,571 shares (Direct, null)

Footnotes (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 shares purchased under the Issuer's Employee Stock Purchase Plan. Due to an administrative error, the Reporting Person's Form 4 filed on March 3, 2026 inadvertently overstated the amount of securities beneficially owned following reported transactions by 19,837 shares. The amount reported in Column 5 reports the correct amount of securities beneficially owned. At the Effective Time, each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person was converted into the contingent right to receive an equity-based award with an initial value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested RSU Award immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement RSU Award"). Following the Effective Time, the value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter Topco LLC ("TopCo") and will be settled in cash or in equity interests in TopCo. Immediately prior to the Effective Time, the Reporting Person contributed 9,664 ordinary shares of the Issuer to Topco in exchange for equity interests of Topco of equivalent value. Represents a deemed acquisition of shares of the Issuer underlying outstanding and unvested performance restricted stock unit awards ("Unvested PSU Awards") held by the Reporting Person as of immediately prior to the Effective Time based on a deemed satisfaction of the applicable performance goals at 120% of target pursuant to the Merger Agreement. At the Effective Time, each Unvested PSU Award held by the Reporting Person was converted into the contingent right to receive a cash award of equivalent value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied at 120% of target), plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement PSU Award"). Following the Effective Time, the value of each Replacement PSU Award will be determined by reference to the value of the applicable class of equity securities of TopCo and will be settled in cash or in equity interests in TopCo.

Key Figures

Merger consideration price: $52.00 per share Disposition of common stock: 13,842.02 shares at $52.00 401(k) plan disposition: 129.589 shares at $52.00 +4 more

7 metrics

Merger consideration price $52.00 per share Cash paid per ordinary share at effective time of merger

Disposition of common stock 13,842.02 shares at $52.00 Common stock returned to issuer for cash under merger terms

401(k) plan disposition 129.589 shares at $52.00 Common Stock (401k) disposed back to issuer for merger cash

Grant-related acquisition 65,629 shares Deemed acquisition tied to performance-based awards on June 30, 2026

Restructuring transaction 48,077 shares Shares classified as other acquisition or disposition (restructuring)

Contribution to TopCo 9,664 shares Ordinary shares contributed to Jupiter Topco LLC for equivalent equity

PSU performance factor 120% of target Deemed satisfaction level for unvested PSU awards at effective time

Key Terms

Merger Consideration, Unvested RSU Award, Replacement RSU Award, Unvested PSU Award, +2 more

6 terms

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.

Unvested RSU Award financial

"each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person"

Replacement RSU Award financial

"was converted into the contingent right to receive an equity-based award ... (each, a "Replacement RSU Award")."

Unvested PSU Award financial

"unvested performance restricted stock unit awards ("Unvested PSU Awards") held by the Reporting Person"

Replacement PSU Award financial

"was converted into the contingent right to receive a cash award ... (each, a "Replacement PSU Award")."

Jupiter Topco LLC financial

"value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter Topco LLC ("TopCo")"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 08:17 PM Accepted by SEC EDGAR 07/02/2026 - 08:17 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^*

ROSENBERG MICHELLE

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CAO & GENERAL COUNSEL

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)
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 (401k)	06/30/2026		D		129.589⁽¹⁾	D	$52	0	I	By 401(k) Plan
Common Stock	06/30/2026		D		13,842.02⁽¹⁾⁽²⁾	D	$52	95,571⁽³⁾	D
Common Stock	06/30/2026		D		47,494⁽⁴⁾	D	⁽⁴⁾	48,077	D
Common Stock	06/30/2026		J		48,077⁽⁵⁾	D	⁽⁵⁾	0	D
Common Stock	06/30/2026		A		65,629⁽⁶⁾	A	⁽⁶⁾	65,629	D
Common Stock	06/30/2026		D		65,629⁽⁷⁾	D	⁽⁷⁾	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)
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. 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 shares purchased under the Issuer's Employee Stock Purchase Plan.

3. Due to an administrative error, the Reporting Person's Form 4 filed on March 3, 2026 inadvertently overstated the amount of securities beneficially owned following reported transactions by 19,837 shares. The amount reported in Column 5 reports the correct amount of securities beneficially owned.

4. At the Effective Time, each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person was converted into the contingent right to receive an equity-based award with an initial value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested RSU Award immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement RSU Award"). Following the Effective Time, the value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter Topco LLC ("TopCo") and will be settled in cash or in equity interests in TopCo.

5. Immediately prior to the Effective Time, the Reporting Person contributed 9,664 ordinary shares of the Issuer to Topco in exchange for equity interests of Topco of equivalent value.

6. Represents a deemed acquisition of shares of the Issuer underlying outstanding and unvested performance restricted stock unit awards ("Unvested PSU Awards") held by the Reporting Person as of immediately prior to the Effective Time based on a deemed satisfaction of the applicable performance goals at 120% of target pursuant to the Merger Agreement.

7. At the Effective Time, each Unvested PSU Award held by the Reporting Person was converted into the contingent right to receive a cash award of equivalent value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied at 120% of target), plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement PSU Award"). Following the Effective Time, the value of each Replacement PSU Award will be determined by reference to the value of the applicable class of equity securities of TopCo and will be settled in cash or in equity interests in TopCo.

	/s/ Lisa Kish, by Power of Attorney for Michelle Rosenberg	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did JHG executive Michelle Rosenberg report in this Form 4?

Michelle Rosenberg reported multiple common stock transactions linked to Janus Henderson’s merger. These include dispositions back to the issuer, a grant of 65,629 shares, a restructuring entry, and treatment of unvested RSU and PSU awards converted into replacement awards tied to Jupiter Topco LLC.

How were Michelle Rosenberg’s unvested RSU awards at JHG treated in the merger?

Each unvested RSU award was converted into a replacement RSU award. The initial value equals the merger consideration of $52.00 multiplied by the underlying shares plus accrued dividend equivalents, with future value tied to Jupiter Topco LLC equity and settled in cash or TopCo interests.

What happened to Michelle Rosenberg’s performance-based PSU awards at JHG?

Unvested PSU awards were treated as a deemed acquisition of underlying shares at 120% of target performance. At the merger’s effective time, each became a replacement PSU cash award of equivalent value, also linked to Jupiter Topco LLC equity values and associated dividend equivalents.

Did Michelle Rosenberg retain Janus Henderson common stock after these transactions?

After the reported transactions, the non-derivative tables show zero shares in some lines, while others show interim balances. The Form 4 also notes conversion of unvested equity into replacement awards referencing Jupiter Topco LLC rather than ongoing Janus Henderson common stock positions.