Dibadj Ali 4

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%).