Trian and General Catalyst Affirm Commitment to Expeditiously Closing Previously Announced All-Cash Acquisition of Janus Henderson Group plc

Key Terms

all-cash acquisition financial

An all-cash acquisition is a deal in which the buyer pays the sellers entirely in cash for their shares or assets instead of offering stock or other securities. For investors this matters because it gives selling shareholders a clear, immediate payout like cashing a check, while buyers use their cash or borrow to fund the purchase — which can change the buyer’s financial strength, future earnings potential and risk profile much like one household using savings or a loan to buy another home.

merger agreement regulatory

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

net outflows financial

Net outflows measure the amount of money leaving an investment pool, fund, or company during a period after subtracting any new money coming in. Think of it as the net water flowing out of a bathtub: if more water is drained than added, the level falls; for investors, persistent net outflows can signal waning confidence, potential liquidity pressure, or shrinking assets under management, all of which can affect returns and stability.

leverage financial

Leverage is the use of borrowed money or other financial tools to try to amplify the returns from an investment, like using a crowbar to move a heavier rock than you could with your hands. It can boost gains when things go well but also magnifies losses and the chances of running into trouble if income or asset values fall, so investors watch leverage to judge both growth potential and financial risk.

Following Comprehensive Review, Janus Henderson Board Finds Unsolicited Third-Party Proposal Not Superior and Not in the Best Interests of the Company, its Shareholders and other Stakeholders; Reaffirms Recommendation of Trian/General Catalyst Acquisition

Trian/General Catalyst Acquisition Provides Compelling, Certain Value to Shareholders and Delivers Optimal Outcome for Clients, Employees and Other Stakeholders; Progressing Toward Expected Closing in Mid-2026

NEW YORK & SAN FRANCISCO--(BUSINESS WIRE)-- Trian Fund Management, L.P. and its affiliated funds (“Trian”), and General Catalyst Group Management, LLC and its affiliated funds (“General Catalyst”), today noted that the Board of Directors of Janus Henderson Group plc (NYSE: JHG) reaffirmed, by unanimous vote, its recommendation – based on the Special Committee’s comprehensive review – that shareholders approve its merger agreement with Trian and General Catalyst at the Company’s shareholder meeting scheduled for April 16, 2026.

As announced by Janus Henderson today, the Board of Directors has again rejected an unsolicited, non-binding proposal from the same third party. The Board determined that the proposal is not in the best interests of the Company, its shareholders and other stakeholders and would not reasonably be expected to result in a Superior Proposal. Trian and General Catalyst remain firmly committed to expeditiously closing the acquisition of Janus Henderson in mid-2026 on the terms, price and conditions of the December 21, 2025 Merger Agreement.

Under its terms, owners of shares not already owned or controlled by Trian will receive $49.00 per share in cash. The Trian/General Catalyst transaction provides Janus Henderson shareholders with immediate and certain value, eliminating the potential impact of future market uncertainty and execution risk for shareholders. It also protects the interests of Janus Henderson’s employees, clients, and other key stakeholders.

Should the unsolicited bidder decide to pursue its proposal, Trian will not support it due to its uncertain value and significant execution and closing risks. Moreover, Trian is skeptical that modifications to the proposal can address immutable deficiencies – sustained net outflows and high leverage from the bidder’s base business, employee attrition and destabilizing relationships with clients – casting serious doubt on the bidder’s ability to secure requisite consents and approvals. If the transaction fails to close, shareholders bear the costs of prolonged disruption with no certainty of outcome.

Trian and General Catalyst look forward to completing their all-cash transaction in mid-2026 and are excited to partner with the entire Janus Henderson team to invest in growth, as a private company for the benefit of its clients.

About Trian Fund Management

Founded in 2005, Trian Fund Management, L.P. (“Trian”) is a multi-billion dollar investment management firm. Trian is a highly engaged shareholder, bringing an entrepreneurial spirit, deep operational expertise, and an ownership mentality to its public and private investments. Leveraging the 50+ years’ operating experience of our Founding Partners, Nelson Peltz and Peter May, Trian seeks to invest in high quality companies with untapped potential. Trian works with management teams and boards to help companies execute operational and strategic initiatives designed to drive long-term shareholder value. For more: www.trianpartners.com

About General Catalyst

General Catalyst is a global investment and transformation company that partners with the world’s most ambitious entrepreneurs to drive resilience and applied AI. We support founders with a long-term view who challenge the status quo, meeting them where they are, and partnering with them from seed to growth stage and beyond. With offices in San Francisco, New York City, Boston, Berlin, Bangalore, and London, we have supported the growth of 800+ businesses, including Airbnb, Anduril, Anthropic, Applied Intuition, Commure, Glean, Guild, Gusto, Helsing, Hubspot, Kayak, Livongo, Mistral, Ramp, Samsara, Snap, Stripe, Sword, and Zepto.

For more: www.generalcatalyst.com, @generalcatalyst

Important Information about the Transaction and Where to Find It

In connection with the proposed transaction pursuant to the Merger Agreement (the “proposed transaction”), Janus Henderson has filed with the SEC a definitive proxy statement on Schedule 14A (the “Proxy Statement”). Janus Henderson and Jupiter Topco LLC, Jupiter Acquisition Limited, Jupiter Company Limited, Jupiter Merger Sub Limited, Trian Partners AM Holdco II, Ltd., Trian Fund Management GP, LLC. Trian, Nelson Peltz and Peter W. May (collectively, the “Trian Parties”), have jointly filed a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. Janus Henderson and the Trian Parties may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document which Janus Henderson or the Trian Parties have filed or may file with the SEC. The Proxy Statement and proxy card will be sent or given to Janus Henderson’s stockholders of record as of the close of business on March 9, 2026. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement, Schedule 13E-3 and other documents that are filed or will be filed with the SEC related to the proposed transaction through the website maintained by the SEC at www.sec.gov or through the investor relations section of Janus Henderson’s website at https://ir.janushenderson.com.

Participants in the Solicitation

Janus Henderson and its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Janus Henderson’s shareholders in connection with the proposed transaction. Additionally, the Trian Parties and certain affiliates of the Trian Parties may also be deemed to be participants in the solicitation of proxies from Janus Henderson’s shareholders in connection with the proposed transaction. Information about the directors and executive officers of Janus Henderson and their ownership of Janus Henderson common shares is contained in the definitive proxy statement for Janus Henderson’s 2025 annual meeting of shareholders (the “Annual Meeting Proxy Statement”), which was filed with the SEC on March 21, 2025, including under the headings “Proposal 1: Election of Directors,” “Corporate Governance,” “Board Compensation,” “Proposal 2: Advisory Say-on-Pay Vote on Executive Compensation,” “Executive Compensation,” “Executive Compensation Tables,” “Securities Ownership of Certain Beneficial Owners and Management” and “Our Executive Officers” and in the Proxy Statement under the headings “Special Factors—Interests of Director’s and Executive Officers in the Merger” and “Important Information Regarding Janus Henderson—Security Ownership of Certain Beneficial Owners and Management.” Information about the Trian Parties is contained in the Proxy Statement under the headings “Special Factors—Certain Effects of the Merger—Certain Effects of the Merger for the Buyer Filing Parties,” “Special Factors—Financing—Rollover Equity,” “Important Information Regarding Janus Henderson—Security Ownership of Certain Beneficial Owners and Management,” and “Important Information Regarding the Buyer Filing Parties.” Additional information regarding the identity of potential other participants, and their direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement filed with the SEC.

To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement or the Proxy Statement, such information has been or will be reflected on the Statements of Change in Ownership of Janus Henderson on Forms 3 and 4 and/or in a Schedule 13D (or an amendment thereto) filed with the SEC, as applicable. Free copies of the Proxy Statement and free copies of the other SEC filings to which reference is made in this paragraph may be obtained from the SEC’s website at https://www.sec.gov or through the investor relations section of Janus Henderson’s website at https://ir.janushenderson.com.

Forward-Looking Statements

Certain statements in this communication not based on historical facts are “forward-looking statements.” Such forward-looking statements involve known and unknown risks and uncertainties and are based on Janus Henderson’s and the Trian Parties’ beliefs and assumptions, and information currently available to Janus Henderson and the Trian Parties. These include statements as to Janus Henderson’s and/or the Trian Parties’ future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects or future events, including with respect to the timing and anticipated benefits of proposed transaction. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by Janus Henderson, Trian and their respective management teams, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. Neither Janus Henderson nor the Trian Parties undertake any obligation to publicly update or revise these forward-looking statements.

Various risks, uncertainties, assumptions and factors that could cause actual results, performance, achievements or future results to differ materially from those expressed by the forward-looking statements included in this communication include, but are not limited to: (1) the impact of any competing transaction proposal; (2) the ability to obtain the regulatory, shareholder and other approvals required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction would not occur; (3) the ability of the Trian Parties to receive the financing needed to consummate the proposed transaction; (4) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (5) that shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (6) unanticipated difficulties or expenditures relating to the proposed transaction, including the impact of the transaction on Janus Henderson’s business; (7) that the proposed transaction generally may involve unexpected costs, liabilities or delays; (8) that the business of Janus Henderson may suffer as a result of uncertainty surrounding the proposed transaction or the identity of the purchaser; (9) that Janus Henderson may be adversely affected by economic, business, and/or competitive factors; and (10) additional factors discussed in Janus Henderson’s Annual Report on Form 10-K for the year ended December 31, 2025, and in other filings or furnishings made by Janus Henderson with the SEC from time to time.

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Media Contacts:



For Trian Fund Management



Anne A. Tarbell

Head of Communications

+1 917 693 3352

atarbell@trianpartners.com

For General Catalyst



Molly Blaauw Gillis

Partner & Chief of Staff

+1 339 241 5494

mgillis@generalcatalyst.com

FGS Global

TrianGeneralCatalyst@FGSglobal.com

Source: Trian Fund Management, L.P. and General Catalyst Group Management, LLC