Quirk Alison A. 4
4 · Janus Henderson Group Ltd. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Janus Henderson (JHG) Director Alison Quirk Sells Shares
What Happened Alison A. Quirk, a director of Janus Henderson Group Ltd., disposed of 6,244 ordinary shares at $52.00 per share (total $324,688) in connection with the company's merger effective June 30, 2026. She also transferred 9,664 ordinary shares to Jupiter Topco LLC in exchange for equity interests in Topco (no cash reported). The filing notes that 3,288 restricted stock units (RSUs) held by Ms. Quirk were cancelled immediately prior to the merger and converted into a lump-sum cash payment based on the $52.00 per-share merger consideration plus any accrued dividend equivalents.
Key Details
- Transaction date: June 30, 2026 (Effective Time of the merger)
- Price / cash consideration: $52.00 per share; cash received reported as $324,688 for 6,244 shares
- Other transfer: 9,664 shares contributed to Jupiter Topco LLC in exchange for Topco equity (transaction code J, no cash reported)
- RSUs: 3,288 RSUs cancelled and exchanged for cash per merger terms (see footnote)
- Filing: Form 4 filed July 2, 2026 — appears timely for a June 30 transaction
- Shares owned after transaction: Not disclosed in the Form 4
Context These disposals resulted from a merger (Merger Sub merged into the issuer; issuer became a wholly owned subsidiary of Parent and changed its name to Janus Henderson Group Ltd.). Under the merger agreement, each ordinary share (except certain excluded shares) converted into the right to receive $52.00 in cash. Because the transactions were a merger cash-out and a contribution to Topco (not open-market sales), they reflect merger mechanics rather than a typical insider sale for personal liquidity.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-30$52.00/sh−6,244$324,688→ 9,664 total - Other
Common Stock
[F3]2026-06-30−9,664→ 0 total
Footnotes (3)
- [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").
- [F2]Includes 3,288 outstanding restricted stock units ("RSUs") held by the Reporting Person that were cancelled as of immediately prior to the Effective Time and were exchanged for the right to receive a lump sum cash payment equal to (a)(1) the Merger Consideration, multiplied by (2) the number of shares of the Issuer subject to such RSUs immediately prior to the Effective Time, plus (b) the amount of any accrued but unpaid dividend equivalent rights.
- [F3]Immediately prior to the Effective Time, the Reporting Person contributed 9,664 ordinary shares of the Issuer to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value.