CASSIDY WILLIAM B 4

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.