Janus Henderson SEC Filings

Janus Henderson Group plc filed a current report to note that it has released its financial results for the fourth quarter and full-year 2025. The company states these results are contained in a press release that is furnished as Exhibit 99.1 to the report.

Janus Henderson Group plc filed an amended Schedule 13G reporting beneficial ownership of 20,469,392 shares of DBV Technologies S.A. common stock, representing 8.8% of the class as of the event date 12/31/2025. The firm reports no sole voting or dispositive power, but shared voting and shared dispositive power over all of these shares.

The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of DBV Technologies. It also notes that interests of any single managed portfolio do not exceed 5% of the class of securities.

Janus Henderson Group plc filed a Schedule 13G reporting beneficial ownership of 6,307,636 shares of CAMP4 Therapeutics Corp common stock, representing 12.2% of the class. The filing states that Janus Henderson Investors US LLC may be deemed the beneficial owner of these shares and also holds 1,241,382 pre-funded warrants that cannot be exercised if doing so would push ownership above 9.99%. All voting and dispositive power over the reported shares is shared, with no sole voting or dispositive power. The securities are described as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of CAMP4.

Janus Henderson Group plc insider report shows no current holdings. Massachusetts Mutual Life Insurance Company, as the reporting person, states that it does not beneficially own any Janus Henderson ordinary shares as of the event date of 12/21/2025. The report notes that the reporting person may be deemed part of a group that beneficially owns more than ten percent of the company’s outstanding ordinary shares, but it disclaims membership in any such group and disclaims beneficial ownership of securities held by others.

Janus Henderson Group plc has agreed to be acquired in an all-cash merger. Under a Merger Agreement with Jupiter Company Limited and its merger subsidiary, each outstanding Ordinary Share will be converted into the right to receive $49.00 in cash per share, except for shares specified otherwise in the agreement.

Massachusetts Mutual Life Insurance Company filed this Schedule 13D reporting that it beneficially owns less than 0.1% of Janus Henderson’s shares through advisory accounts. In connection with the transaction, MassMutual has committed, via a preferred equity commitment letter, to contribute up to $1,000,000,000 to the acquirer’s parent in exchange for preferred equity, subject to closing conditions. If the merger is completed, Janus Henderson plans to delist from the New York Stock Exchange and deregister its shares under U.S. securities laws.

Janus Henderson Group plc has agreed to be acquired by Jupiter Company Limited, an affiliate of Trian-led investors and General Catalyst, in an all-cash merger at $49.00 per Ordinary Share. A Trian-controlled entity, Trian Partners AM Holdco II, Ltd., beneficially owns 31,867,800 Ordinary Shares, representing about 20.6% of the company based on 154,476,408 Ordinary Shares outstanding as of October 28, 2025.

All vested and certain unvested stock-based awards will be cashed out or converted into cash-based replacement awards tied to the $49.00 merger price, with similar vesting terms. The merger is subject to shareholder approval, antitrust and other regulatory clearances, client consent thresholds, and other customary conditions, with an outside date of June 22, 2026. The agreement includes a company termination fee of $297,130,000 in specified circumstances and a $222,850,000 parent termination fee if the buyer fails to close. If completed, Janus Henderson will become a wholly owned private subsidiary and its shares will be delisted from the NYSE and deregistered.

Janus Henderson Group plc has agreed to be acquired by Jupiter Company Limited in an all-cash deal. A newly formed Jupiter Merger Sub will merge into Janus Henderson, and each ordinary share will be converted into the right to receive $49.00 in cash per share, with Janus Henderson becoming a wholly owned subsidiary of Jupiter.

Outstanding restricted stock units and performance units will be cashed out or converted into cash-based replacement awards tied to the same service-based vesting, with performance units generally deemed earned at 120% of target. Closing depends on shareholder approval, antitrust clearance, other regulatory approvals, satisfaction of Jersey corporate law timing requirements, and client consents covering at least 80% of a defined revenue run-rate. The deal is backed by equity from an investor group led by Trian Fund Management and General Catalyst, preferred equity from MassMutual, and committed debt financing, and is not subject to a financing condition. Trian, which owns about 20.6% of the shares, has signed a voting and rollover agreement supporting the merger.

Janus Henderson Group plc's Chief People Officer reported a routine share withholding related to equity compensation. On 12/01/2025, 157 shares of common stock were withheld by the issuer to cover the reporting person's tax obligations upon the vesting of restricted stock units at a price of $43.54 per share. After this tax withholding event, the reporting person beneficially owns 4,079 shares of Janus Henderson common stock, which includes shares purchased under the company's Employee Stock Purchase Plan.

Janus Henderson Group plc filed a Form 13F-HR holdings report. The filing lists 4,336 reportable positions with a Form 13F Information Table Value Total of $219,043,603,240 (round to nearest dollar).

The report is a 13F Holdings Report and includes 15 other included managers. It was signed by Kristin Mariani, Head of North America Compliance, in Denver, CO on 11-14-2025.