Georgina Fogo - 30 Jun 2026 Form 4 Insider Report for Janus Henderson Group Ltd. (JHG)

Reporting relationship: CHIEF RISK OFFICER
Issuer ticker: JHG
Reported as of: 30 Jun 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 02 Jul 2026, 19:50:07 UTC
Prior SEC filing: 03 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Lisa Kish, by Power of Attorney for Georgina Fogo

Key filing fact

Georgina Fogo filed Form 4 for Janus Henderson Group Ltd. (JHG) on 02 Jul 2026.

Key facts

This page summarizes Georgina Fogo's Form 4 filing for Janus Henderson Group Ltd. (JHG).
4 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 02 Jul 2026, 19:50.

Change

Previous filing in this sequence was filed on 03 Mar 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001899144 Primary reporting owner

FOGO GEORGINA

Relationship: CHIEF RISK OFFICER
Address: 201 BISHOPGATE, LONDON, UNITED KINGDOM
Signature: /s/ Lisa Kish, by Power of Attorney for Georgina Fogo
Signature date: 02 Jul 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

JHG transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -30,965
Change %: -50%
Price: $52.00^*
Shares after: 30,431
Date: 30 Jun 2026
Ownership: Direct
Footnotes: F1

JHG transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -30,431
Change %: -100%
Price
Shares after: 0
Date: 30 Jun 2026
Ownership: Direct
Footnotes: F2

JHG transaction

Common Stock

Award

Transaction value
Shares: +25,191
Change %
Price
Shares after: 25,191
Date: 30 Jun 2026
Ownership: Direct
Footnotes: F3

JHG transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -25,191
Change %: -100%
Price
Shares after: 0
Date: 30 Jun 2026
Ownership: Direct
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Georgina Fogo is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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 acquired under the Issuer's Save As You Earn Plan and shares purchased under the Issuer's Buy As You Earn Plan.

Footnote 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.

Footnote 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.

Footnote 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.