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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2025
Commission File Number
001-38103
JANUS HENDERSON GROUP PLC
(Exact name of registrant
as specified in its charter)
| Jersey, Channel Islands |
001-38103 |
98-1376360 |
| (State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
| incorporation or organization) |
| Identification No.) |
| 201 Bishopsgate |
|
EC2M3AE |
| London, United
Kingdom |
|
(Zip Code) |
| (Address of principal executive offices) |
|
|
+44 (0) 20 7818 1818
(Registrant’s telephone number, including
area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name
of each exchange on which registered |
| Common Stock, $1.50 Per Share Par Value |
JHG |
New York Stock Exchange |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. o
Item 8.01 Other Events.
On October 27, 2025, Janus
Henderson Group plc (the “Company”) issued a press release announcing the Company has received a letter outlining a non-binding
acquisition proposal submitted jointly by Trian Fund Management, L.P. and its affiliated funds (“Trian”) and General Catalyst
Group Management, LLC and its affiliated funds (“General Catalyst”). A copy of the press release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit Number |
|
Description |
| 99.1 |
|
Press Release, dated October 27, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward Looking Statements
Certain statements in this communication not based
on historical facts are “forward-looking statements” within the meaning of the federal securities laws, including the Private
Securities Litigation Reform Act of 1995, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. Such forward-looking statements involve known and unknown risks and uncertainties that are
difficult to predict and could cause our actual results, performance, or achievements to differ materially from those discussed. These
include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects,
or future events, including with respect to the timing and anticipated benefits of pending and recently completed transactions and strategic
partnerships, and expectations regarding opportunities that align with our strategy. In some cases, forward-looking statements can be
identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,”
“seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
“continue,” “likely,” “will,” “would,” and similar words and phrases. Forward-looking
statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently
uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made
and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements.
Various
risks, uncertainties, assumptions, and factors that could cause our future results to differ materially from those expressed by the forward-looking
statements included in this communication include, but are not limited to, changes in interest rates and inflation, changes in trade policies
(including the imposition of new or increased tariffs), volatility or disruption in financial markets, our investment performance as compared
to third-party benchmarks or competitive products, redemptions, and other risks, uncertainties, assumptions, and factors discussed in
our Annual Report on Form 10-K for the year ended December 31, 2024, and in other filings or furnishings made by the Company with the
SEC from time to time. In addition, forward-looking statements contained in this communication may be impacted by events or occurrences related
to the announcement of the receipt of a transaction proposal, including but not limited to, uncertainties as to whether the Company enters
into any transaction with Trian, General Catalyst or any other party and if so the timing thereof, the possibility that other proposals
may or may not be made and the effects of any of the foregoing on relationships with employees, clients or other business partners.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 27, 2025
| |
Janus Henderson Group plc |
| |
|
| |
By: |
/s/ Roger Thompson |
| |
Name: |
Roger Thompson |
| |
Title: |
Chief Financial Officer |