CASSADAY JOHN M 4

What Happened

• John M. Cassaday, a director of Janus Henderson Group Ltd., disposed of equity on June 30, 2026 related to the company’s merger. He had 23,504 restricted stock units (RSUs) cancelled and exchanged for cash at $52.00 per share, generating $1,222,208. In addition, 5,793 ordinary shares held directly by him and 14,900 ordinary shares held by Sundance Investments Inc. were contributed into Jupiter Topco LLC (Topco) in exchange for Topco equity (total 20,693 shares). The RSU cash-out and share contributions occurred at the effective time of the merger.

Key Details

• Transaction date: June 30, 2026; Form 4 filed July 2, 2026.
• Cash received: 23,504 RSUs × $52.00 = $1,222,208 (per footnote: RSUs canceled and paid as lump sum equal to merger consideration plus accrued dividend equivalents).
• Other dispositions: 5,793 and 14,900 ordinary shares were contributed to Topco in exchange for Topco equity (transaction code J); no per-share price disclosed for those transfers.
• Transaction codes: D = disposition to issuer (RSU cancellation for cash); J = other acquisition/disposition (contributions to Topco).
• Shares owned after transaction: not specified in the filing.
• Filing timeliness: Form filed July 2, 2026 for transactions on June 30, 2026 (no late-filing note in the filing).

Context

• These transactions were part of a merger under which Janus Henderson was acquired by Jupiter Company Limited; at the merger’s effective time each ordinary share (except certain excluded shares) converted into the right to receive $52.00 in cash. The RSU cancellation was a cash settlement of outstanding awards; the contributed ordinary shares were exchanged for equity in the acquirer’s Topco rather than sold on the open market. These are corporate-merger driven dispositions rather than routine open-market selling by the director.