Every 8-K that Janus Henderson (JHG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow JHG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full JHG filings page.
Janus Henderson Group has completed its take-private merger with Jupiter Company Limited, led by an investor group including Trian and General Catalyst. Each ordinary share was converted into the right to receive $52.00 in cash, with total merger consideration of about $6.5 billion. The company has changed its name to Janus Henderson Group Ltd. and is now a wholly owned subsidiary of Jupiter Company Limited.
To support the transaction, the group entered a new senior secured first-lien term loan facility of $2.9 billion and a $500 million revolving credit facility, while the prior unsecured $200 million revolver was terminated. Janus Henderson’s shares have been delisted from the NYSE, and the company plans to deregister its securities and suspend SEC reporting. The existing management team, including CEO Ali Dibadj, remains in place, and the fiscal year end will change from December 31 to June 30.
Janus Henderson Group plc has taken another key step toward going private. The company entered a side letter with Jupiter Company Limited and Jupiter Merger Sub Limited that further amends the existing merger agreement governing its take-private transaction.
Janus Henderson also announced it has secured all required regulatory approvals and client consents to complete the deal with investment firms Trian and General Catalyst. The transaction is expected to close on June 30, 2026, subject to remaining closing conditions. At closing, Janus Henderson shares not already owned or controlled by Trian will be converted into the right to receive $52.00 per share in cash, after which the company will become privately held and its ordinary shares will be delisted from the New York Stock Exchange.
Janus Henderson Group plc reported the results of its 2026 Annual General Meeting of Shareholders. All eleven director nominees were elected, each receiving at least 96.2% of votes cast in favor, with most above 98% support.
Shareholders approved increasing the cap on aggregate annual compensation for non-executive directors with 84,723,565 votes for, representing 71.7% of votes cast. The advisory Say-on-Pay resolution for Named Executive Officers’ compensation also passed, receiving 79,001,049 votes for, or 66.8% support.
Investors renewed the Board’s authority to repurchase common stock with 130,748,879 votes for, equal to 99.8% support, and ratified the reappointment and remuneration of PricewaterhouseCoopers LLP as auditor with 130,811,781 votes for, also 99.8% support. Issued share capital at the April 13, 2026 record date was 154,075,608 shares.
Janus Henderson Group plc reported mixed first-quarter 2026 results while progressing its take-private deal. GAAP revenue was US$690.0 million, up from US$621.4 million a year earlier, with operating income of US$113.9 million versus US$153.6 million in first quarter 2025.
Adjusted operating income rose to US$170.8 million from US$156.6 million, and adjusted diluted EPS increased to US$0.90 from US$0.79, while GAAP diluted EPS declined to US$0.59 from US$0.77. Assets under management were US$479.6 billion with net sales of US$2.9 billion but negative market and FX impact. The company highlighted strong multi-year benchmark outperformance in fixed income, multi-asset and alternatives, and reiterated that its proposed acquisition by Trian and General Catalyst, overwhelmingly approved by shareholders in April, is expected to close in mid-2026 subject to customary approvals.
Janus Henderson Group plc shareholders approved an Agreement and Plan of Merger with Jupiter Company Limited and its subsidiary that will take the company private and change its name to Janus Henderson Group Ltd. At the April 16, 2026 special meeting, 127,786,504 of 154,075,608 eligible shares were represented, constituting a quorum. The merger proposal passed with 127,304,509 votes for, 400,566 against and 81,429 abstentions. Shareholders also approved an adjournment proposal and a non-binding advisory vote on merger-related executive compensation. Completion of the merger remains subject to remaining closing conditions, including required regulatory approvals and client consents.
Janus Henderson Group plc is highlighting an agreed all-cash buyout by Trian/General Catalyst at $52 per share. The investor presentation argues this price sits at the top of an intrinsic value range of $42.78–$52.16 and implies a 10.2x EV/LTM EBITDA multiple, above a 9.4x median for comparable asset‑management deals.
The offer represents a 25% premium to the unaffected share price, 19% to the 30‑day VWAP, and 13% to the unaffected 52‑week high, and exceeds the prior all‑time high. If closing occurs after June 30, 2026, shareholders may also receive quarterly dividends of $1 per share without reducing the $52 price.
An independent special committee describes a robust process that considered proposals from Trian/General Catalyst and Victory Capital and contacted seven additional parties, negotiating seven price increases to reach $52. The committee cites strong client and investment professional support, Trian’s 20.7% ownership, and fully financed commitments as reasons it recommends shareholders vote “FOR” the transaction.
Janus Henderson Group plc amended its merger agreement with Trian Fund Management and General Catalyst to increase the all-cash consideration to $52.00 per share, a $3.00 raise and a 25% premium to the company’s unaffected share price on October 24, 2025. If regulatory approvals delay closing beyond June 30, 2026, the company may pay a $1.00 per share quarterly dividend from July 1, 2026 until closing. The Special Committee and Board unanimously determined that a revised March 17, 2026 proposal from Victory Capital is not actionable, presents unacceptable closing risks, and is not in shareholders’ best interests, and they continue to recommend shareholders vote to approve the Trian/General Catalyst transaction at the April 16, 2026 meeting.
Janus Henderson Group plc filed a current report to note that it has released its financial results for the fourth quarter and full-year 2025. The company states these results are contained in a press release that is furnished as Exhibit 99.1 to the report.
Janus Henderson Group plc has agreed to be acquired by Jupiter Company Limited in an all-cash deal. A newly formed Jupiter Merger Sub will merge into Janus Henderson, and each ordinary share will be converted into the right to receive $49.00 in cash per share, with Janus Henderson becoming a wholly owned subsidiary of Jupiter.
Outstanding restricted stock units and performance units will be cashed out or converted into cash-based replacement awards tied to the same service-based vesting, with performance units generally deemed earned at 120% of target. Closing depends on shareholder approval, antitrust clearance, other regulatory approvals, satisfaction of Jersey corporate law timing requirements, and client consents covering at least 80% of a defined revenue run-rate. The deal is backed by equity from an investor group led by Trian Fund Management and General Catalyst, preferred equity from MassMutual, and committed debt financing, and is not subject to a financing condition. Trian, which owns about 20.6% of the shares, has signed a voting and rollover agreement supporting the merger.
Janus Henderson Group plc reported that it issued a press release covering its financial results for the third quarter of 2025, and furnished that release as Exhibit 99.1 to a Form 8‑K. The disclosure appears under Item 2.02 (Results of Operations and Financial Condition) with supporting materials listed in Item 9.01 (Financial Statements and Exhibits). The report was signed by CFO Roger Thompson on October 30, 2025.
Janus Henderson Group plc reported it has received a letter outlining a non-binding acquisition proposal jointly from Trian Fund Management and General Catalyst. The company announced the development in a press release attached as Exhibit 99.1.
The communication emphasizes forward-looking uncertainties, including whether any transaction will occur, the timing, the possibility of other proposals, and potential effects on relationships with employees, clients, or partners. The disclosure signals interest from two well-known investment groups but does not commit the company to a deal.
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.