FOGO GEORGINA 4

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.