SEC Form 4 · accession 0001437749-26-022657
Janus Henderson Group Ltd. · JHG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michelle Rosenberg
Officer — CAO & GENERAL COUNSEL
Period of report
Jun 30, 2026
Accepted (ET)
Jul 2, 2026 · 8:17 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 Stock (401k)F1 | Jun 30, 2026 | D | 130 | $52.00 | D | 0 | I | By 401(k) Plan |
| Common StockF1,F2,F3 | Jun 30, 2026 | D | 13,842 | $52.00 | D | 95,571 | D | |
| Common StockF4 | Jun 30, 2026 | D | 47,494 | — | D | 48,077 | D | |
| Common StockF5 | Jun 30, 2026 | J | 48,077 | — | D | 0 | D | |
| Common StockF6 | Jun 30, 2026 | A | 65,629 | — | A | 65,629 | D | |
| Common StockF7 | Jun 30, 2026 | D | 65,629 | — | D | 0 | D |
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 shares purchased under the Issuer's Employee Stock Purchase Plan.
- F3Due 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.
- F4At 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.
- F5Immediately 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.
- F6Represents 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.
- F7At 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.