FLOOD EUGENE JR 4
4 · Janus Henderson Group Ltd. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Janus Henderson (JHG) Director Eugene Flood Jr Sells 23,833 Shares
What Happened
Eugene Flood Jr, a director of Janus Henderson Group Ltd. (JHG), had 23,833 ordinary shares disposed of to the issuer as part of the company’s merger. Each share was converted into $52.00 in cash, producing total cash consideration of $1,239,316. This disposition was a merger cash‑out rather than an open‑market sale.
Key Details
- Transaction date: June 30, 2026; Price: $52.00 per share; Total proceeds: $1,239,316.
- Transaction code: D (Disposition to issuer) — shares converted for cash under the Merger Agreement.
- The reported amount includes cash settlement of 3,288 outstanding restricted stock units (RSUs) that were cancelled and exchanged for cash equal to the merger consideration plus any accrued dividend equivalents.
- Filing date (Form 4): July 2, 2026; no late filing is indicated in the provided data.
- Shares owned after the transaction are not specified in the supplied filing excerpt.
Context
The disposition resulted from a merger (effective June 30, 2026) under which Jupiter Merger Sub merged into the issuer and each ordinary share (other than those held by the parent or as otherwise provided) converted into the right to receive $52.00 in cash. Because this was a contractual cash-out tied to a corporate transaction, it reflects deal consideration rather than a voluntary sale that signals the insider’s market view.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-30$52.00/sh−23,833$1,239,316→ 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.