Janus Henderson terminates SEC registration on 2034 notes

Rhea-AI Filing Summary

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.

Filing Explained

Exchange Act reporting is suspended for the 38-holder Notes and guarantee; the filing discloses no common-stock transaction.

The July 13 Form 15 states that Janus Henderson Group Ltd.’s duty to file Exchange Act reports for the 5.450% Senior Notes due 2034 and their guarantee was suspended effective July 1, 2026, after those securities were held by fewer than 300 record holders.

The filing reports 38 record holders for both the Notes and the Guarantee and one holder of the common stock as of the certification or notice date.

The stated consequence is a reporting-obligation change for the debt securities and guarantee; the filing does not describe a transaction in the common stock.

It also states that Janus Henderson US (Holdings) Inc. is exempt from the Section 15(d) reporting requirements under Exchange Act Rule 12h-5.

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Available on EDGAR 07/13/2026 - 09:00 AM Accepted by SEC EDGAR 07/13/2026 - 09:00 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 001-38103
333-283305-01

JANUS HENDERSON GROUP Ltd.

Janus henderson us (holdings) inc.

(Exact name of registrant as specified in its charter)

201 Bishopsgate
London,
United Kingdom

EC2M3AE

+44 (0) 20 7818 1818

151 Detroit Street

Denver, Colorado 80206

+1 (303) 336 4529

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Janus Henderson Group Ltd. (as successor by merger to Janus Henderson Group plc)

Common Stock, par value $1.50 per share

Guarantee of 5.450% Senior Notes due 2034

Janus Henderson US (Holdings) Inc.

5.450% Senior Notes due 2034

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:*

Rule 12g-4(a)(1)	x
Rule 12g-4(a)(2)	¨
Rule 12h-3(b)(1)(i)	x
Rule 12h-3(b)(1)(ii)	¨
Rule 15d-6	x
Rule 15d-22(b)	¨

*Explanatory Note: On June 30, 2026, Jupiter Company Limited, a company incorporated in Jersey (“Parent”), completed the previously announced acquisition of Janus Henderson Group plc (the “Company”), pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of December 21, 2025 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 24, 2026, and as further amended and supplemented by the side letter agreement, dated as of June 16, 2026, the “Merger Agreement”), by and among the Company, Parent and Jupiter Merger Sub Limited, a company incorporated in Jersey and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”) in accordance with the Companies (Jersey) Law 1991, with the Company surviving the Merger as a wholly owned subsidiary of Parent and changing its name to “Janus Henderson Group Ltd.”.

The Company and its wholly owned subsidiary, Janus Henderson US (Holdings) Inc. (“Janus US”), previously registered Janus US’s 5.450% Senior Notes due 2034 (the “Notes”) and the guarantee thereof by the Company (the “Guarantee”) under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-4 (Registration Statement No. 333-283305), filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2024 (as amended by Amendment No. 1 to the Registration Statement, filed with the SEC on December 13, 2024, and Amendment No. 2 to the Registration Statement, filed with the SEC on January 21, 2025, the “Registration Statement”). As of the fiscal year beginning on July 1, 2026, the Notes and the Guarantee were held of record by less than 300 persons. As a result, pursuant to Section 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), the duty of the Company to file reports under Section 15 of the Exchange Act with respect to the Notes and the Guarantee was suspended, effective as of July 1, 2026. Janus US is exempt from the reporting requirements under Section 15(d) pursuant to Exchange Act Rule 12h-5. This Form 15 is not intended as an admission that Janus US was previously subject to the reporting requirements under Section 15(d) of the Exchange Act or that Exchange Act Rule 12h-5 is not applicable.

Approximate number of holders of record as of the certification or notice date:

Common Stock par value $1.50 per share: 1 holder

5.450% Senior Notes due 2034: 38

Guarantee of 5.450% Senior Notes due 2034: 38

Pursuant to the requirements of the Securities Exchange Act of 1934, Janus Henderson Group Ltd. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

		JANUS HENDERSON GROUP Ltd.
Date:	July 13, 2026	By:	/s/ Sukh Grewal
		Name:	Sukh Grewal
		Title:	Chief Financial Officer