ROSENBERG MICHELLE 4

What Happened
Michelle Rosenberg, Janus Henderson’s Chief Administrative Officer & General Counsel, had 26,022 shares of common stock issued to her upon the vesting of performance share units (PSUs) on 2026-02-02. The vesting shares were valued at $48.18 each for a gross value of $1,253,740. The company withheld 11,385 shares to satisfy tax withholding obligations (disposal) valued at $548,529, resulting in a net delivery of 14,637 shares (approx. $705,211 retained).

Key Details

• Transaction date: 2026-02-02; Form 4 filed: 2026-02-04 (appears timely — within typical 2-business-day window).
• Price used for both items: $48.18 per share.
• Shares acquired (award/vesting): 26,022 (code A).
• Shares withheld/disposed for taxes: 11,385 (code F).
• Net shares received: 14,637 (26,022 − 11,385) — net value ≈ $705,211.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes: F1 = vesting of performance share units; F3 = shares withheld to satisfy tax withholding. (F2 references ESPP purchases in the filing footnotes but is not tied to these specific transactions.)
• Transaction types: Award/vesting (primary) and tax-withholding (routine disposal), not an open-market buy or sale.

Context
This was a routine equity-compensation vesting event (PSUs) rather than an open-market purchase or a deliberate sale of existing holdings. The share withholding to cover taxes is a common administrative action and does not necessarily signal a change in the insider’s view of the company. For retail investors, awards increase insider exposure only to the extent net shares are retained; here Rosenberg retained 14,637 shares after withholding.