Dibadj Ali 4

What Happened
Ali Dibadj, CEO and Director of Janus Henderson Group plc (JHG), had 212,501 performance share units vest on 2026-02-02 (acquisition code A) valued at $48.18 each (total $10,238,298). The issuer withheld 117,514 shares to satisfy tax withholding obligations (code F) at the same $48.18 price (value $5,661,825). After withholding, Dibadj retained a net 94,987 newly issued shares.

Key Details

• Transaction dates: 2026-02-02 (vesting and withholding); Form 4 filed 2026-02-04 (timely within required reporting window).
• Prices and values: 212,501 shares @ $48.18 = $10,238,298 (vested); 117,514 shares withheld @ $48.18 = $5,661,825 (tax withholding).
• Net shares retained: 94,987 (212,501 vested − 117,514 withheld).
• Shares owned after transaction: not disclosed in the provided filing.
• Footnotes: F1 = shares acquired upon vesting of a prior PSU award; F3 = shares withheld to satisfy tax withholding. (F2 references ESPP participation but is not tied to these transactions.)

Context
This was a standard vesting of performance share units, not an open-market purchase or directional sale. The withholding of shares to cover taxes is routine and should not be interpreted as an active sale decision; the transaction results in a net grant of company stock to the CEO.