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Janus Henderson Group (JHG) details CFO retirement and names Sukh Grewal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Janus Henderson Group plc disclosed a planned Chief Financial Officer transition. Current CFO Roger Thompson has notified the company of his decision to retire effective March 31, 2026. He entered into a Retirement Agreement providing a prorated 2026 incentive bonus (subject to mandatory deferral under the company’s scheme) and pay in lieu of notice equal to three months’ base salary, contingent on a general release of claims and compliance with post-termination covenants. His unvested equity awards remain eligible to vest under retirement provisions in the award agreements, and the company states his retirement did not result from any disagreement over financial reporting or accounting matters.

In connection with this transition, the company appointed Sukh Grewal, currently Head of Strategy & Corporate Development, to serve as Chief Financial Officer and Head of Strategy & Corporate Development effective April 1, 2026. The filing outlines his prior roles at AllianceBernstein, Guggenheim Partners, Apollo Global Management, and Greenhill & Co., as well as his finance and management degree and 14 years of financial industry experience. As of the report date, no new compensatory arrangements or related-party transactions are reported in connection with his appointment, and he has no family relationships with company directors or executive officers.

Positive

  • None.

Negative

  • None.

Insights

Planned CFO succession with overlap period and no stated accounting disputes.

The company outlines a structured CFO transition, with Roger Thompson remaining in place until March 31, 2026 and successor Sukh Grewal assuming the CFO and Head of Strategy & Corporate Development roles on April 1, 2026. This creates a clear handover window and reduces uncertainty around financial leadership continuity.

The Retirement Agreement provides a prorated 2026 incentive bonus, subject to mandatory deferral, and three months’ base salary in lieu of notice, conditioned on a release of claims and compliance with post-termination covenants. Unvested equity may continue to vest under existing retirement provisions, which ties Thompson’s interests to longer-term company outcomes for a period. The filing also states that his retirement is not due to disagreements over financial reporting or accounting policies.

On the incoming side, the company emphasizes Grewal’s experience in strategy, corporate development, and M&A, and confirms that, as of the report date, there are no new compensatory arrangements, no related-party transactions requiring disclosure under Item 404(a), and no family relationships with current leadership. Future disclosures in company filings may provide further detail on any compensation package associated with his CFO role.

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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): August 15, 2025

 

 

 

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) 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 or former address, if changed since last report.)

 

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))

 

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

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Retirement of Current Chief Financial Officer

 

On August 15, 2025, Roger Thompson, Chief Financial Officer of Janus Henderson Group plc (the “Company”), notified the Company of his decision to retire from the Company, effective March 31, 2026.

 

In connection with his departure, Janus Henderson Administration UK Limited, a wholly-owned subsidiary of the Company, has entered into a Retirement Agreement (the “Retirement Agreement”) with Mr. Thompson, which will entitle him to receive certain payments in connection with his departure from the Company. Pursuant to the Retirement Agreement, Mr. Thompson will receive a prorated incentive bonus for the portion of 2026 performance year for which he is employed (subject to mandatory deferral under the terms of the Company’s deferral scheme) and pay in lieu of notice equal to three months’ base salary. The foregoing payments are subject to Mr. Thompson’s execution of a general release of claims in favor of the Company and continued compliance with post-termination restrictive covenants. Further, Mr. Thompson’s unvested equity awards will be eligible to vest in accordance with the terms of the award agreements related to a termination of affiliation due to retirement. Mr. Thompson’s retirement did not result from any disagreement regarding the Company’s financial reporting or accounting policies, procedures, estimates, or judgments.

 

The foregoing description of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text thereof, which will be filed with the Company's next Quarterly Report on Form 10-Q and is incorporated herein by reference.

 

Appointment of New Chief Financial Officer

 

In connection with Mr. Thompson’s retirement, the Company has appointed Sukh Grewal (currently the Company’s Head of Strategy & Corporate Development) to serve as its Chief Financial Officer and Head of Strategy & Corporate Development, effective April 1, 2026.

 

Mr. Grewal, age 36, is Head of Strategy & Corporate Development at Janus Henderson Investors, a position he has held since September 2022. In this role, he is responsible for developing corporate strategy, running corporate development, and M&A, as well as engaging on special projects for the CEO and Janus Henderson Executive Committee. Prior to joining the firm, Mr. Grewal held several roles at AllianceBernstein from November 2020, most recently as director of strategy and corporate development from April 2022. Before that, he was director, M&A and corporate strategy from 2015 at Guggenheim Partners. Earlier in his career, he held analyst roles at Apollo Global Management from 2013 to 2015 and Greenhill & Co. from 2011. Sukh received a Bachelor of Science degree in finance and management from New York Stern School of Business. He has 14 years of financial industry experience.

 

As of the date of this report, no new compensatory arrangements have been entered into in connection with Mr. Grewal’s appointment. Should any such arrangements be entered into in the future, the material terms of such arrangements will be disclosed in a subsequent filing.

 

At this time, the Company is not aware of any transactions in which Mr. Grewal has a direct or indirect interest that would require disclosure under Item 404(a) of Regulation S-K. In addition, Mr. Grewal does not have any family relationship with any director or other executive officer of the Company.

 

Item 7.01 Regulation FD Disclosure.

 

On August 18, 2025, the Company issued a press release announcing the Chief Financial Officer transition. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are being furnished herewith.

 

Exhibit
Number
  Description
     
99.1   Press Release dated August 18, 2025
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  Janus Henderson Group plc
   
  By: /s/ Michelle Rosenberg
  Name:  Michelle Rosenberg
  Title:  General Counsel and Company Secretary

 

Date: August 18, 2025

 

 

 

FAQ

What executive leadership change did Janus Henderson Group (JHG) announce in this 8-K?

The company announced that Roger Thompson, its Chief Financial Officer, has decided to retire effective March 31, 2026, and that Sukh Grewal, currently Head of Strategy & Corporate Development, has been appointed to serve as Chief Financial Officer and Head of Strategy & Corporate Development effective April 1, 2026.

What are the key terms of Roger Thompsons retirement from Janus Henderson Group (JHG)?

Under a Retirement Agreement, Roger Thompson will receive a prorated incentive bonus for the portion of the 2026 performance year during which he is employed, subject to mandatory deferral under the company’s deferral scheme, and pay in lieu of notice equal to three months base salary. These payments depend on his signing a general release of claims and complying with post-termination restrictive covenants, and his unvested equity awards remain eligible to vest under retirement provisions in the existing award agreements.

Did Roger Thompsons retirement involve any dispute over Janus Henderson Group (JHG) financial reporting?

No. The company states that Mr. Thompson’s retirement did not result from any disagreement regarding its financial reporting or accounting policies, procedures, estimates, or judgments, indicating it is presented as a planned retirement rather than a response to an accounting-related issue.

Who is Sukh Grewal, the incoming CFO of Janus Henderson Group (JHG)?

Sukh Grewal, age 36, is the company’s Head of Strategy & Corporate Development and will become Chief Financial Officer and Head of Strategy & Corporate Development effective April 1, 2026. He has held strategy and corporate development roles at AllianceBernstein and Guggenheim Partners, and analyst roles at Apollo Global Management and Greenhill & Co., holds a Bachelor of Science in finance and management, and has 14 years of financial industry experience.

Are there any new compensation or related-party arrangements for incoming CFO Sukh Grewal at Janus Henderson Group (JHG)?

As of the date of the report, the company states that no new compensatory arrangements have been entered into in connection with Mr. Grewal’s appointment. It also notes that it is not aware of any transactions in which he has a direct or indirect interest requiring disclosure under Item 404(a) of Regulation S-K and that he has no family relationship with any director or other executive officer.

Did Janus Henderson Group (JHG) issue a press release about the CFO transition?

Yes. The company issued a press release on August 18, 2025 announcing the Chief Financial Officer transition. This press release is furnished as Exhibit 99.1 to the report under Item 7.01, and the information in that item and exhibit is furnished rather than filed for purposes of the Exchange Act.

Janus Henderson

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