DOLAN KEVIN B 4

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.