CRAWFORD BERG 4
4 · Janus Henderson Group Ltd. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Janus Henderson (JHG) CAO Crawford Berg Sells Shares
What Happened
Crawford Berg, Chief Accounting Officer of Janus Henderson Group Ltd. (JHG), recorded dispositions tied to the company’s merger closing on June 30, 2026. The Form 4 shows: 1,319.5 ordinary shares were converted/paid out at $52.00 per share for $68,614, and 1,629 shares were listed as disposed with no per-share price (N/A). Total shares reported disposed: 2,948.5. These transactions are merger-related dispositions rather than open-market sales.
Key Details
- Transaction date: June 30, 2026; Form 4 filed July 2, 2026 (appears timely).
- Line items: 1,319.5 shares @ $52.00 = $68,614; 1,629 shares @ N/A (value not reported on the form).
- Shares disposed total: 2,948.5.
- Shares owned after the transactions: not specified in the provided filing excerpt.
- Footnotes: Transactions arose from the closing of a Merger under an Agreement and Plan of Merger (effective June 30, 2026). Ordinary shares were converted into the right to receive $52.00 per share in cash; unvested RSU awards were converted into contingent “Replacement RSU Awards” whose ultimate value will be tied to TopCo equity and may be settled in cash or equity.
- Transaction type: Disposition due to merger conversion (not a routine open-market sale).
Context
These dispositions were driven by the corporate merger (share conversion and RSU treatment) rather than a discretionary sale by the insider. One portion resulted in immediate cash at $52.00/share; the other portion reflects converted/unvested RSUs with contingent valuation, so no immediate per-share cash amount was reported for that portion.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-06-30$52.00/sh−1,319.5$68,614→ 1,629 total - Disposition to Issuer
Common Stock
[F2]2026-06-30−1,629→ 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"). Includes shares purchased under the Issuer's Employee Stock Purchase Plan.
- [F2]At the Effective Time, each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person was converted into the contingent right to receive an equity-based award with an initial value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested RSU Award immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement RSU Award"). Following the Effective Time, the value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter Topco LLC ("TopCo") and will be settled in cash or in equity interests in TopCo.