CASSIDY WILLIAM B 4
4 · Janus Henderson Group Ltd. · Filed Jul 2, 2026
Research Summary
AI-generated summary of this filing
Janus Henderson (JHG) CTO William Cassidy Sells Shares in Merger
What Happened
William B. Cassidy, Chief Technology Officer of Janus Henderson Group Ltd., disposed of company shares in connection with the June 30, 2026 merger with Jupiter (issuer became a wholly owned subsidiary and changed name to Janus Henderson Group Ltd.). The Form 4 shows a cash disposition of 7,586 shares at $52.00 each for $394,472. In addition, Cassidy’s other ordinary shares and unvested equity awards (totaling 129,524 shares or share equivalents when combining the reported lines) were converted or surrendered under the merger terms. Per the merger agreement, each ordinary share converted into the right to receive $52.00 per share in cash (the Merger Consideration). The filing reports some lines with N/A for price/amount but the Merger Consideration applies to those shares as described in the footnotes.
Key Details
- Transaction date: June 30, 2026 (Effective Time of the merger). Form 4 filed July 2, 2026 (timely).
- Reported cash received: 7,586 shares × $52.00 = $394,472 (explicitly listed).
- Other dispositions listed in the filing: 106,068 shares (D) and 15,870 shares (D); one matching acquisition line (A) for 15,870 shares reflects deemed acquisition of PSU-based shares. Combined dispositions reported equal 129,524 shares/share-equivalents.
- Implied total cash value under the $52.00-per-share Merger Consideration: 129,524 × $52 ≈ $6,735,248 (filing shows only $394,472 explicitly; remaining lines show N/A but are covered by the Merger Agreement).
- Shares owned after transaction: the reporting person no longer holds ordinary Janus Henderson shares; instead holds contingent replacement RSU/PSU awards tied to Jupiter TopCo LLC equity or cash settlement as described in the footnotes.
- Footnotes of note:
- All ordinary shares (except Parent holdings) converted to $52 cash per share (F1).
- Unvested RSUs converted to contingent replacement RSU awards tied to TopCo (F2).
- Unvested PSUs were deemed satisfied at 120% of target and converted into contingent replacement PSU awards (F3, F4) to be settled in cash or TopCo equity.
Context
- These transactions are merger-related conversions/surrenders (dispositions to the issuer) rather than open-market sales; amounts received are governed by the Merger Agreement.
- The Form 4 reflects both a deemed acquisition of PSU-based shares and immediate conversion into replacement awards — a common treatment in M&A, not an active buy/sell decision by the insider.
- Filing was on time; no late filing indicated.
Insider Transaction Report
Form 4Exit
CASSIDY WILLIAM B
Chief Technology Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-06-30$52.00/sh−7,586$394,472→ 106,068 total - Disposition to Issuer
Common Stock
[F2]2026-06-30−106,068→ 0 total - Award
Common Stock
[F3]2026-06-30+15,870→ 15,870 total - Disposition to Issuer
Common Stock
[F4]2026-06-30−15,870→ 0 total
Footnotes (4)
- [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.
- [F3]Represents a deemed acquisition of shares of the Issuer underlying outstanding and unvested performance restricted stock unit awards ("Unvested PSU Awards") held by the Reporting Person as of immediately prior to the Effective Time based on a deemed satisfaction of the applicable performance goals at 120% of target pursuant to the Merger Agreement.
- [F4]At the Effective Time, each Unvested PSU Award held by the Reporting Person was converted into the contingent right to receive a cash award of equivalent value equal to (i)(a) the Merger Consideration, multiplied by (b) the number of shares of the Issuer subject to such Unvested PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied at 120% of target), plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a "Replacement PSU Award"). Following the Effective Time, the value of each Replacement PSU Award will be determined by reference to the value of the applicable class of equity securities of TopCo and will be settled in cash or in equity interests in TopCo.
Signature
/s/ Lisa Kish, by Power of Attorney for William Cassidy|2026-07-02