FOGO GEORGINA 4
4 · Janus Henderson Group Ltd. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Janus Henderson (JHG) Chief Risk Officer Georgina Fogo Sells Shares
What Happened
- Georgina Fogo, Chief Risk Officer of Janus Henderson Group Ltd., had several transactions on June 30, 2026 related to the company’s merger. The filing shows a disposition to the issuer of 30,965.418 shares at $52.00 per share for $1,610,202. Other entries show additional dispositions and a brief deemed acquisition related to equity awards (all tied to the merger) with amounts/prices reported as N/A in the filing.
- These were not open-market sales but transactions that occurred at the effective time of the merger—ordinary shares were converted into merger consideration (cash) and certain unvested equity awards were converted into contingent replacement awards.
Key Details
- Transaction date(s): June 30, 2026.
- Reported cash consideration: 30,965.418 shares @ $52.00 = $1,610,202.
- Other reported items: dispositions of 30,431 shares and 25,191 shares, and an acquisition record of 25,191 shares, all reported with price/value N/A in the filing (see footnotes).
- Shares owned after transaction: not specified in the provided filing extract.
- Notable footnotes:
- F1: Entirely driven by the Merger Agreement—each ordinary share (except those held by parent) converted into $52.00 cash per share at the merger effective time.
- F2–F4: Unvested RSUs/PSUs were converted into contingent “Replacement” RSU/PSU awards (performance PSUs deemed at 120% of target for conversion); these replacement awards will be valued by reference to TopCo equity and settled in cash or TopCo equity.
- Timeliness: Form 4 filed July 2, 2026 reporting June 30 transactions — appears timely (Form 4 is generally due within two business days).
Context
- These entries are merger-related corporate actions (conversions and settlements), not routine open-market insider selling driven by personal trading decisions. Such filings in connection with M&A reflect the deal mechanics (cash-out, award conversions, and withholding/settlement) rather than a signal about the officer’s view of the stock.
Insider Transaction Report
Form 4Exit
FOGO GEORGINA
CHIEF RISK OFFICER
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-06-30$52.00/sh−30,965.418$1,610,202→ 30,431 total - Disposition to Issuer
Common Stock
[F2]2026-06-30−30,431→ 0 total - Award
Common Stock
[F3]2026-06-30+25,191→ 25,191 total - Disposition to Issuer
Common Stock
[F4]2026-06-30−25,191→ 0 total
Footnotes (4)
- [F1]On 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"). Includes shares acquired under the Issuer's Save As You Earn Plan and shares purchased under the Issuer's Buy As You Earn Plan.
- [F2]At 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.
- [F3]Represents 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.
- [F4]At 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.
Signature
/s/ Lisa Kish, by Power of Attorney for Georgina Fogo|2026-07-02