THOMPSON ROGER MJ 4

What Happened

• Roger M.J. Thompson, Chief Financial Officer of Janus Henderson Group plc (JHG), received 35,784 shares upon vesting of a performance share unit (PSU) award on February 11, 2026 (acquisition at $48.25 per share, total value $1,726,667). On the same date he sold 16,861 shares in an open-market/issuer transaction at $48.25 per share, receiving $813,585.
• The filing treats the acquisition as an award (code A) and the sale as a disposition (code S). The sale was reported as occurring to satisfy tax withholding obligations related to the PSU vesting (see footnote).

Key Details

• Transaction date: 2026-02-11; Price: $48.25 per share for both award valuation and sale.
• Award: 35,784 shares vested (F1: shares from PSU vesting).
• Sale: 16,861 shares sold to cover tax withholding on vesting (F3).
• Filing date / timeliness: Report filed 2026-02-12 for transactions on 2026-02-11 — appears timely.
• Shares owned after transaction: Not specified in the filing.
• Other footnote: F2 notes inclusion of shares purchased under the issuer’s "Buy As You Earn" plan (as referenced in the filing).

Context

• This was a vesting of PSUs with a partial sale to cover tax withholding — a common, administrative occurrence that doesn’t necessarily signal a change in insider sentiment.
• Purchases (which can be more informative) were not the primary action here; the net effect is issuance of shares via PSU vesting and a routine withholding sale.