Janus Henderson (NYSE: JHG) director cashed out 27K shares in merger

Rhea-AI Filing Summary

Janus Henderson Group Ltd. director Kevin B. Dolan reported a disposition of 27,017 shares of common stock at $52.00 per share. This reflects the closing of a merger in which Jupiter Merger Sub Limited combined with the company, which became a wholly owned subsidiary of Jupiter Company Limited and changed its name to Janus Henderson Group Ltd.

At the merger’s effective time, each ordinary share (other than specified exceptions) was converted into the right to receive $52.00 in cash. The filing also notes 3,288 restricted stock units held by Dolan were cancelled immediately before the effective time and exchanged for a cash payment based on the same merger consideration plus accrued but unpaid dividend equivalents, leaving him with zero reported common shares afterward.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DOLAN KEVIN B

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	27,017	$52.00	$1.40M

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: 27,017 shares Merger consideration price: $52.00 per share Shares after transaction: 0 shares +1 more

4 metrics

Shares disposed 27,017 shares Common stock disposed in merger at $52.00 per share

Merger consideration price $52.00 per share Cash paid for each ordinary share at effective time

Shares after transaction 0 shares Total common stock held directly after disposition

Cancelled RSUs 3,288 RSUs RSUs cancelled and exchanged for cash at merger price

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), Effective Time

4 terms

Agreement and Plan of Merger regulatory

"On June 30, 2026, 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 ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 08:02 PM Accepted by SEC EDGAR 07/02/2026 - 08:01 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^*

DOLAN KEVIN B

(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		27,017(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 Kevin Dolan	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 did Kevin B. Dolan report in this Janus Henderson (JHG) Form 4?

Kevin B. Dolan reported disposing of 27,017 shares of Janus Henderson common stock at $52.00 per share. The transaction occurred in connection with a merger where all ordinary shares were converted into cash consideration.

Why were Janus Henderson (JHG) shares disposed of at $52.00 per share?

The shares were disposed of at $52.00 per share because a merger closed in which each ordinary share was converted into the right to receive $52.00 in cash, without interest, as the agreed merger consideration.

How many Janus Henderson (JHG) shares does Kevin B. Dolan hold after this transaction?

Following the reported disposition, Kevin B. Dolan’s Form 4 shows 0 shares of Janus Henderson common stock owned directly. His entire reported holding was converted into cash as part of the merger transaction.

What happened to Kevin B. Dolan’s restricted stock units in the Janus Henderson (JHG) merger?

The filing notes 3,288 restricted stock units held by Kevin B. Dolan were cancelled immediately before the merger’s effective time and exchanged for a lump-sum cash payment based on the $52.00 merger price plus accrued dividend equivalents.

What structural change occurred to Janus Henderson (JHG) in this merger?

Jupiter Merger Sub Limited merged with and into the company, which survived as a wholly owned subsidiary of Jupiter Company Limited. At the effective time, the surviving entity’s name changed to Janus Henderson Group Ltd. as described.

Was this Janus Henderson (JHG) Form 4 an open-market sale by Kevin B. Dolan?

No. The Form 4 describes a disposition to the issuer at $52.00 per share, triggered by the closing of a merger. It reflects cash-out treatment in the merger, not an open-market stock sale.