SEC Form 4 · accession 0001437749-26-022640
Janus Henderson Group Ltd. · JHG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John M Cassaday
Director
Period of report
Jun 30, 2026
Accepted (ET)
Jul 2, 2026 · 7:56 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001274173
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 30, 2026 | D | 23,504 | $52.00 | D | 5,793 | D | |
| Common StockF3 | Jun 30, 2026 | J | 5,793 | — | D | 0 | D | |
| Common StockF3,F4 | Jun 30, 2026 | J | 14,900 | — | D | 0 | I | By Sundance Investments Inc. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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").
- F2Includes 23,504 outstanding restricted stock units ("RSUs") held by the Reporting Person (including dividend equivalents in the form of RSUs) 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 subject to such RSUs immediately prior to the Effective Time, plus (b) the amount of any accrued but unpaid dividend equivalent rights.
- F3Immediately prior to the Effective Time, the Reporting Person and Sundance Investments Inc. contributed 5,793 and 14,900 ordinary shares of the Issuer, respectively, to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value.
- F4Shares are held by Sundance Investments Inc., an investment trust under which the Reporting Person is the sole shareholder.