DOLAN KEVIN B 4
4 · Janus Henderson Group Ltd. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Janus Henderson (JHG) Director Kevin Dolan Sells 27,017 Shares
What Happened Kevin B. Dolan, a director of Janus Henderson Group Ltd. (JHG), had 27,017 ordinary shares converted into cash at $52.00 per share as part of the company’s merger, resulting in proceeds of $1,404,884. The disposition was a conversion to cash paid by the issuer at the effective time of the merger (a corporate cash‑out), not an open‑market sale.
Key Details
- Transaction date and price: June 30, 2026 — $52.00 per share.
- Shares converted/disposed: 27,017 shares; total proceeds $1,404,884.
- Includes 3,288 restricted stock units (RSUs) that were cancelled and exchanged for a lump‑sum cash payment based on the $52.00 merger consideration (plus any accrued dividend equivalents).
- Transaction type: "Disposition to the issuer (D)" — a merger cash‑out under the Merger Agreement with Jupiter Company Limited.
- Filing: Form 4 filed July 2, 2026 (covering the June 30, 2026 event). Shares owned after the transaction are not specified in the filing.
Context This transaction arose from the Merger Agreement under which Janus Henderson became a wholly owned subsidiary of Jupiter Company Limited and each outstanding ordinary share (other than those held by the parent or as otherwise provided) was converted into $52.00 in cash. Such corporate cash‑outs are routine outcomes of mergers and do not necessarily reflect an insider’s voluntary buying or selling decision.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-30$52.00/sh−27,017$1,404,884→ 0 total
Footnotes (2)
- [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's common stock subject to such RSUs immediately prior to the Effective Time, plus (b) the amount of any accrued but unpaid dividend equivalent rights.