Janus Henderson SEC Filings

Victory Capital says it submitted a fully financed, actionable and clearly superior proposal to acquire Janus Henderson and that Janus Henderson’s Special Committee declined substantive engagement. Victory Capital says the committee’s only interaction during four months was a single 32-minute call, and Victory Capital states it has committed financing and intends to pursue the transaction.

Context: Victory Capital reports $323.2 billion in total client assets as of January 31, 2026. Victory Capital notes potential future SEC filings if a negotiated transaction is agreed and describes advisors serving the company.

Janus Henderson Group Chief People Officer Megan Podzorov reported an open-market sale of 1,650 shares of common stock at $51.24 per share. The transaction took place on March 10, 2026, and after this sale she directly owns 12,204 shares of Janus Henderson Group stock.

Janus Henderson Group plc is progressing toward a mid-2026 all-cash acquisition by Trian and General Catalyst. The company’s board unanimously reaffirmed its recommendation of the merger agreement and directed shareholders to vote at the meeting scheduled for April 16, 2026.

Under the merger terms, holders of shares not owned or controlled by Trian will receive $49.00 per share in cash. The announcement states the board found an unsolicited third-party proposal not superior and reaffirmed support for the Trian/General Catalyst transaction, which the buyers expect to close in mid-2026.

Janus Henderson Group plc proposes to be acquired in a going‑private merger for $49.00 per share, subject to the terms and conditions of the Agreement and Plan of Merger. The board and a Special Committee unanimously recommended the merger; the shareholders will vote at an extraordinary meeting on April 16, 2026. If approved by the Required Company Vote (at least 66.67% of votes cast) and other conditions are satisfied or waived, each outstanding Share (other than excluded shares) will be cancelled and converted into the right to receive $49.00 per share in cash and the Company will be delisted and deregistered. The proxy includes details on vote mechanics, treatment of equity awards, financing commitments (debt, preferred equity and equity commitments totaling approximately $6.2B in aggregate committed amounts), termination dates and potential termination and reverse termination fees.

Janus Henderson Group (JHG) submitted a Form 144 reporting planned sales of common stock through Fidelity Brokerage Services LLC as broker. The notice lists multiple planned transactions tied to ESPP purchases and restricted stock vesting with dated entries from 12/29/2023 through 03/01/2026

Victory Capital Holdings, Inc. posted a LinkedIn communication and transcript of an interview in which Chairman and CEO David C. Brown stated that Victory has submitted a “superior proposal” to acquire Janus Henderson Group plc and that “all options are on the table.” Victory says its proposal would pay a majority of consideration in cash and offer Janus shareholders 38% in the combined company. The post notes Victory first proposed in November and again in December, and urges the Janus Henderson special committee to engage in discussions. The communication reiterates customary forward-looking disclaimers and directs readers to potential future SEC filings if a negotiated transaction proceeds.

Victory Capital Chairman and CEO David C. Brown appeared on CNBC to describe a proposed unsolicited offer to acquire Janus Henderson. The proposal values Janus Henderson at $54.15 per share, consisting of $30 per share in cash and the remainder in stock, which would give Janus shareholders approximately 38% of the combined company. Brown said Victory Capital believes the proposal is "clearly superior" to Trian’s $49 per share all-cash bid and reiterated confidence in delivering up to $500 million of synergies, which he described as roughly 23% of Janus’ cost base. Brown said the special committee has not engaged and emphasized a desire to begin discussions.

Janus Henderson Group plc insider Michelle Rosenberg, the company’s CAO & General Counsel, reported equity compensation activity in the form of restricted stock units and related tax withholding. On February 27, 2026, she acquired 29,388 shares of common stock as a grant at $49.00 per share, increasing her direct holdings to 137,030.02 shares. Footnotes explain this is a restricted stock unit grant that vests in three equal annual installments beginning one year after the grant date. On March 2, 2026, 7,833 shares at $51.91 per share were withheld by the issuer to cover her tax obligations upon vesting of restricted stock units, leaving her with 129,197.02 directly owned shares after this tax-withholding disposition.

Janus Henderson Group Chief Risk Officer Georgina Fogo reported two equity compensation-related transactions in common stock. On February 27, 2026, she acquired 13,829 shares as a grant of restricted stock units at $49.0000 per share, vesting in three equal annual installments beginning one year after the grant date.

On March 2, 2026, 10,901 shares were disposed of at $51.9656 per share to satisfy her tax withholding obligations upon restricted stock unit vesting. After these transactions, she directly held 61,090.420 shares of Janus Henderson Group common stock.