Dibadj Ali 4
4 · Janus Henderson Group Ltd. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Janus Henderson (JHG) CEO Dibadj Ali Sells Shares in $52/Share Merger
What Happened
- Dibadj Ali, CEO and Director of Janus Henderson Group Ltd., had multiple insider transactions effective June 30, 2026 tied to the company’s merger with Jupiter. Per the merger, each ordinary share (except those held by the buyer) converted into the right to receive $52.00 in cash. The filing shows a disposition of 130,819 shares at $52.00 for $6,802,588 and several other dispositions (160,420; 196,336; 442,315; 327,226) that were converted under the merger consideration. The filing also reports an acquisition-type entry of 769,541 replacement RSU awards (and deemed PSU-related acquisitions per the footnotes) created as part of the merger treatment of unvested equity awards.
- These are merger-related conversions and replacement award events rather than open-market sales or voluntary purchases, so they reflect deal consideration and award conversions rather than a discretionary insider sale.
Key Details
- Transaction date: June 30, 2026 (Effective Time of the Merger). Filing date: July 2, 2026.
- Price/consideration: $52.00 per ordinary share under the Merger Agreement (footnote F1). The filing reports $6,802,588 for the 130,819-share disposition at $52.00; other dispositions were converted under the same merger consideration.
- Shares involved: Dispositions total 1,257,116 shares (130,819 + 160,420 + 196,336 + 442,315 + 327,226). Replacement/acquired RSU awards reported at 769,541 shares; additional deemed PSU-related acquisitions per footnotes.
- Replacement awards: Unvested RSUs/PSUs were converted into contingent replacement awards tied to TopCo equity value or cash (F3–F7). Special awards granted May 12, 2025 have distinct treatment (see F3/F4/F7).
- Filing correction: Footnote F2 notes a prior Form 4 (filed Mar 3, 2026) understated beneficial ownership by 1,311 shares; the current filing reports the corrected amount.
- Timeliness: Filing appears routine and tied to the Merger Effective Time; no late-filing flag is indicated in the provided data.
Context
- These entries are merger mechanics: ordinary shares were converted into cash consideration and certain unvested equity awards were converted into replacement contingent awards (cash or TopCo equity) or special cash equivalents. This is not an open-market sale indicating personal trading intent; it’s the company’s contractual merger payout and award treatment.
- Replacement RSU/PSU awards may be settled in cash or equity of the buyer (TopCo) and may include deemed performance crediting (PSUs at 120% of target per F5, except special awards at 100%).
Insider Transaction Report
Form 4Exit
Dibadj Ali
DirectorCEO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-30$52.00/sh−130,819$6,802,588→ 356,756 total - Disposition to Issuer
Common Stock
[F3]2026-06-30−160,420→ 196,336 total - Disposition to Issuer
Common Stock
[F4]2026-06-30−196,336→ 0 total - Award
Common Stock
[F5]2026-06-30+769,541→ 769,541 total - Disposition to Issuer
Common Stock
[F6]2026-06-30−442,315→ 327,226 total - Disposition to Issuer
Common Stock
[F7]2026-06-30−327,226→ 0 total
Footnotes (7)
- [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 purchased under the Issuer's Employee Stock Purchase Plan.
- [F2]Due to an administrative error, the Reporting Person's Form 4 filed on March 3, 2026 inadvertently understated the amount of securities beneficially owned following reported transactions by 1,311 shares. The amount reported in Column 5 reports the correct amount of securities beneficially owned.
- [F3]At the Effective Time, each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person, except for the Unvested RSU Award granted to the Reporting Person on May 12, 2025 (the "Special RSU Award"), 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.
- [F4]At the Effective Time, the Special RSU Award held by the Reporting Person was converted into the contingent right to receive a cash payment equal to the initial value as of the Effective Time earning interest at the Replacement Award Interest Rate (as defined in the Merger Agreement) or to be notionally invested in an underlying mutual fund or funds selected by the Reporting Person from a list of approved mutual fund options.
- [F5]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, except in the case of the Unvested PSU Award granted to the Reporting Person on May 12, 2025 (the "Special PSU Award"), for which performance goals were deemed satisfied at 100% of target pursuant to the related award agreement.
- [F6]At the Effective Time, each Unvested PSU Award held by the Reporting Person, except for the Special PSU Award, 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.
- [F7]At the Effective Time, the Special PSU Award held by the Reporting Person was converted into the contingent right to receive a cash payment (with performance goals deemed satisfied at 100% of target pursuant to the related award agreement) equal to the initial value as of the Effective Time earning interest at the Replacement Award Interest Rate or to be notionally invested in an underlying mutual fund or funds selected by the Reporting Person from a list of approved mutual fund options.
Signature
/s/ Lisa Kish, by Power of Attorney for Ali Dibadj|2026-07-02