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

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 purchased under the Issuer's Employee Stock Purchase Plan.

Footnote F2

Due to an administrative error, the Reporting Person's Form 4 filed on March 3, 2026 inadvertently understated the amount of securities beneficially owned following reported transactions by 1,311 shares. The amount reported in Column 5 reports the correct amount of securities beneficially owned.

Footnote F3

At the Effective Time, each outstanding and unvested restricted stock unit award (each, an "Unvested RSU Award") held by the Reporting Person, except for the Unvested RSU Award granted to the Reporting Person on May 12, 2025 (the "Special RSU Award"), 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 F4

At the Effective Time, the Special RSU Award held by the Reporting Person was converted into the contingent right to receive a cash payment equal to the initial value as of the Effective Time earning interest at the Replacement Award Interest Rate (as defined in the Merger Agreement) or to be notionally invested in an underlying mutual fund or funds selected by the Reporting Person from a list of approved mutual fund options.

Footnote F5

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, except in the case of the Unvested PSU Award granted to the Reporting Person on May 12, 2025 (the "Special PSU Award"), for which performance goals were deemed satisfied at 100% of target pursuant to the related award agreement.

Footnote F6

At the Effective Time, each Unvested PSU Award held by the Reporting Person, except for the Special PSU Award, 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.

Footnote F7

At the Effective Time, the Special PSU Award held by the Reporting Person was converted into the contingent right to receive a cash payment (with performance goals deemed satisfied at 100% of target pursuant to the related award agreement) equal to the initial value as of the Effective Time earning interest at the Replacement Award Interest Rate or to be notionally invested in an underlying mutual fund or funds selected by the Reporting Person from a list of approved mutual fund options.