Janus Henderson Group Ltd. reports beneficial ownership of 2,781,621 shares of ICU Medical, Inc. common stock, representing 11.1% of the class. All of these shares are reported with shared voting power and shared dispositive power, with no sole voting or dispositive authority.
Janus Henderson is the ultimate parent of multiple investment advisers and related entities (the Asset Managers) that exercise investment and/or voting discretion for their clients, referred to as Managed Portfolios. The Asset Managers may be deemed the beneficial owners of the ICU Medical shares due to this discretion but disclaim rights to receive dividends or sale proceeds, which belong to the Managed Portfolios. No single Managed Portfolio owns more than five percent of ICU Medical’s common stock.
Positive
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Key Figures
Shares beneficially owned:2,781,621 sharesPercent of class:11.1%Shared voting power:2,781,621 shares+3 more
6 metrics
Shares beneficially owned2,781,621 sharesCommon stock of ICU Medical, Inc. reported by Janus Henderson Group Ltd.
Percent of class11.1%Portion of ICU Medical common stock beneficially owned
Shared voting power2,781,621 sharesShares over which Janus Henderson reports shared power to vote or direct the vote
Sole voting power0 sharesShares over which Janus Henderson reports sole power to vote
Shared dispositive power2,781,621 sharesShares over which Janus Henderson reports shared power to dispose
Sole dispositive power0 sharesShares over which Janus Henderson reports sole power to dispose
Key Terms
beneficial owner, dispositive power, Managed Portfolios, parent holding company or control person
4 terms
beneficial ownerfinancial
"the Asset Managers may be deemed to be the beneficial owner of 2,781,620 common stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
dispositive powerfinancial
"Shared Dispositive Power 2,781,621.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Managed Portfoliosfinancial
"collectively referred to herein as Managed Portfolios"
parent holding company or control personfinancial
"the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person"
FAQ
What percentage of ICU Medical (ICUI) shares does Janus Henderson report owning?
Janus Henderson Group Ltd. reports beneficial ownership of 11.1% of ICU Medical’s common stock. This percentage is based on 2,781,621 shares held with shared voting and dispositive power through various managed investment portfolios.
How many ICU Medical (ICUI) shares are beneficially owned by Janus Henderson entities?
Entities under Janus Henderson Group Ltd. may be deemed beneficial owners of 2,781,621 ICU Medical common shares. These shares are held in Managed Portfolios for clients of affiliated asset managers, which exercise investment and/or voting discretion over the positions.
Does Janus Henderson have sole voting power over ICU Medical (ICUI) shares?
Janus Henderson reports no sole voting power over ICU Medical shares. All 2,781,621 shares are reported with shared voting power, reflecting authority exercised through affiliated asset managers on behalf of their client portfolios.
Who receives dividends and sale proceeds from the ICU Medical (ICUI) shares reported by Janus Henderson?
Dividends and sale proceeds belong to the Managed Portfolios, not Janus Henderson or its asset managers. The filing states the asset managers do not have the right to receive dividends or sale proceeds and disclaim any ownership associated with such economic rights.
Do any Janus Henderson client accounts hold over 5% of ICU Medical (ICUI) stock?
No single Managed Portfolio holds more than 5% of ICU Medical’s common stock. While the Janus Henderson complex reports an aggregate 11.1% beneficial stake, this total is spread across multiple client portfolios, none exceeding the five-percent threshold individually.
What kind of power does Janus Henderson report over ICU Medical (ICUI) share disposition?
Janus Henderson reports shared dispositive power over 2,781,621 ICU Medical shares and no sole dispositive power. This reflects authority, through affiliated asset managers, to direct the sale or transfer of these shares for the benefit of their client portfolios.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
ICU MEDICAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
44930G107
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
44930G107
1
Names of Reporting Persons
JANUS HENDERSON GROUP Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,781,621.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,781,621.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,781,621.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.1 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ICU MEDICAL, INC.
(b)
Address of issuer's principal executive offices:
951 CALLE AMANECER
SAN CLEMENTE, CA 92763
Item 2.
(a)
Name of person filing:
Janus Henderson Group Ltd.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Janus Henderson Group Ltd. It does not include securities, if any, beneficially owned by Janus Henderson Group Ltd.s ultimate parent Jupiter Topco LLC, the direct or indirect owners of Jupiter Topco LLC, or other persons that may be deemed under control of such owners. Any beneficial ownership by such persons has been disaggregated from that of Janus Henderson Group Ltd. in accordance with the release.
(b)
Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom
(c)
Citizenship:
Y9
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
44930G107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Janus Henderson Group Ltd. (JHG) is the ultimate parent of a number of SEC-registered investment advisers and foreign equivalents thereof, including but not limited to Janus Henderson Investors US LLC, Janus Henderson Investors UK Limited, Janus Henderson Investors Australia Institutional Funds Management Limited, Janus Henderson Investors Middle East Limited, Janus Henderson Investors (Jersey) Limited, Janus Henderson Investors (Japan) Limited, Janus Henderson Investors (Singapore) Limited, Kapstream Capital Pty Limited, Privacore Capital Advisors LLC, Tabula Investment Management Limited, Victory Park Capital Advisors LLC, and Richard Berstein Advisors LLC (each, an Asset Manager and together, the Asset Managers). The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include investment companies, other investment advisers, institutional separate accounts and retail separate accounts (collectively referred to herein as Managed Portfolios).
As a result of their exercise of investment and/or voting discretion on behalf of the Managed Portfolios, the Asset Managers may be deemed to be the beneficial owner of 2,781,620 common stock of ICU Medical, Inc. However, the Asset Managers do not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaim any ownership associated with such rights.
(b)
Percent of class:
11.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2781621
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2781621
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts.
Of the Managed Portfolios, none own more than five percent of the common stock of ICU Medical, Inc.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please refer to Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
