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Janus Henderson Group Ltd. filed a certification to terminate the registration of specific debt-related securities and suspend related reporting duties. The action covers Janus Henderson Group Ltd. common stock with par value $1.50 per share, the 5.450% Senior Notes due 2034 issued by its wholly owned subsidiary Janus Henderson US (Holdings) Inc., and the Company’s guarantee of those notes.
The notes and guarantee had been registered under the Securities Act via a Form S-4 exchange offer registration. As of the fiscal year beginning on July 1, 2026, the notes and guarantee were held of record by fewer than 300 persons, which, under Section 15(d) of the Exchange Act, suspended the Company’s duty to file reports for these securities, effective that date. Janus US is described as exempt from Section 15(d) reporting under Exchange Act Rule 12h-5, and the filing states it is not an admission that Janus US was previously subject to those reporting requirements.
At the certification date, there was 1 holder of record of the common stock, and 38 holders of record each of the notes and the related guarantee. The certification is signed on behalf of Janus Henderson Group Ltd. by Chief Financial Officer Sukh Grewal on July 13, 2026.
Janus Henderson Group Ltd. reports beneficial ownership of 1,743,804 Class I Shares (CUSIP 74291E300) of Privacore VPC Asset Backed Credit Fund, representing 17.1% as of 06/30/2026. The filing states the Asset Managers exercise shared voting and shared dispositive power over those shares on behalf of managed portfolios and expressly disclaim the right to receive dividends or sale proceeds. The schedule is signed 07/08/2026.
Janus Henderson Group Ltd. reports beneficial ownership of 2,800,000 Class I Shares of Privacore PCAAM Alternative Growth Fund as of 06/30/2026, representing 46.8% of the class. The filing states the interest is held by asset managers exercising shared voting and shared dispositive power on behalf of managed portfolios.
Janus Henderson Group Ltd. reported beneficial ownership of 2,520,000 Class I Shares of Privacore PCAAM Alternative Income Fund, representing 67.4% of that class as of 06/30/2026. The filing states the Asset Managers exercise shared voting and dispositive power over these shares and disclaim the right to receive dividends or sale proceeds from the managed accounts.
The schedule lists shared power to vote and shared power to dispose for 2,520,000 shares and notes supporting exhibits for subsidiary identification and Item 7 details. The report is signed on 07/08/2026.
Baldwin Brian M reported disposition transactions in this Form 4 filing.
Janus Henderson Group Ltd. insiders linked to Trian Fund Management reported transactions tied to the closing of a cash merger at $52.00 per ordinary share. These are not open‑market trades but reflect how a large fund position was handled in the deal structure.
According to the filing, Trian-managed funds contributed 25,136,205 ordinary shares to Jupiter Topco LLC in exchange for equity interests of equivalent value immediately before the merger. A further 518,177 ordinary shares beneficially owned by the Trian funds were converted into the right to receive the cash merger consideration, and the reporting entities show zero shares remaining afterward. The reporting persons state they disclaim beneficial ownership beyond their pecuniary interests.
Janus Henderson Group Ltd. completed a merger in which Jupiter Merger Sub Limited combined with the company, leaving it as a wholly owned subsidiary of Jupiter Company Limited and retaining the Janus Henderson Group Ltd. name. At the effective time of the merger, each ordinary share was converted into the right to receive $52.00 in cash per share as merger consideration. Certain funds managed by Trian Fund Management, L.P. contributed 25,136,205 ordinary shares to Jupiter Topco LLC in exchange for equivalent-value equity interests, and an additional 518,177 ordinary shares were disposed of to the issuer at $52.00 per share. Following these transactions, the reporting persons’ Form 4 shows zero common shares held, and the footnotes state that they disclaim beneficial ownership except to the extent of their pecuniary interests.
Janus Henderson Group plc is the subject of an amended Schedule 13D filing by Massachusetts Mutual Life Insurance Company reflecting the completion of a merger on June 30, 2026. As a result of this merger, Janus Henderson’s Ordinary Shares will no longer be listed on the New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act.
Following the transaction, MassMutual reports that it no longer beneficially owns any Ordinary Shares of Janus Henderson, with its beneficial ownership now held instead through preferred equity interests in the surviving parent entity, Topco. The amendment also notes that MassMutual may no longer be deemed part of a group that owned more than five percent of Janus Henderson’s outstanding Ordinary Shares.
Janus Henderson Group Ltd. chief accounting officer and general counsel Michelle Rosenberg reported several equity transactions tied to the closing of the company’s merger with Jupiter Company Limited. At the merger’s effective time, each ordinary share was converted into the right to receive $52.00 per share in cash.
Rosenberg disposed of common stock back to the issuer, including 13,842.02 shares at $52.00 per share and 129.589 shares held through a 401(k) plan at the same price, reflecting cash-out under the merger terms. She also received a grant of 65,629 common shares in a deemed acquisition related to performance-based awards and had 48,077 shares categorized as an “other” restructuring transaction.
Footnotes explain that unvested RSU and performance share awards were converted into replacement cash or equity-based awards of Jupiter Topco LLC, with performance goals for the unvested PSU awards deemed satisfied at 120% of target under the Merger Agreement.
Janus Henderson Group Ltd. director Leslie Seidman reported a disposition of common stock tied to the completion of a merger. On the effective date, 15,756 shares of common stock were converted into the right to receive $52.00 per share in cash under the Merger Agreement, representing an issuer disposition rather than an open-market trade. In addition, 3,288 outstanding restricted stock units were cancelled immediately prior to the merger and exchanged for a lump-sum cash payment based on the same $52.00 Merger Consideration plus accrued but unpaid dividend equivalents. Following these transactions, Seidman no longer holds Janus Henderson common shares in this account.