Trian funds trim JHG stake as Janus Henderson (NYSE: JHG) deal advances

Rhea-AI Filing Summary

JANUS HENDERSON GROUP PLC insider filing shows that funds managed by Trian Fund Management, L.P. executed an open‑market sale of 6,213,418 shares of common stock at about $51.60 per share. After this transaction, these funds still held 25,654,382 shares indirectly.

According to the disclosure, the sale was for portfolio management purposes by the Trian Funds, which primarily hold publicly traded securities. A Voting and Rollover Agreement contemplates that an affiliate of Trian Management will roll over at least 24,750,000 shares in connection with the pending acquisition of Janus Henderson by Trian‑affiliated funds and General Catalyst‑affiliated funds.

The company’s shareholders approved this acquisition on April 16, 2026, and closing is expected in mid‑2026, subject to customary closing conditions, including regulatory approvals and client consents. The filing notes that the reporting persons disclaim beneficial ownership of the Trian Funds’ shares except to the extent of their pecuniary interests.

Insights

Equity ownership & governance analyst

Large Trian fund sale is framed as portfolio management within a broader rollover-and-acquisition structure.

The filing shows the Trian Funds conducting an open‑market sale of 6,213,418 JANUS HENDERSON GROUP PLC shares at roughly $51.60 each, leaving 25,654,382 shares indirectly held. This is a sizable reduction but still a substantial remaining stake.

Footnotes explain the sale is for portfolio management by funds that mainly hold publicly traded securities. A Voting and Rollover Agreement anticipates an affiliate of Trian Fund Management, L.P. rolling over at least 24,750,000 shares in connection with the previously announced acquisition by Trian‑affiliated and General Catalyst‑affiliated funds.

Shareholders approved the acquisition on April 16, 2026, with closing expected in mid‑2026 subject to regulatory approvals and client consents. The reporting persons formally disclaim beneficial ownership beyond their pecuniary interests, highlighting that the economic exposure resides primarily with the Trian Funds rather than individuals.

Insider Trade Summary

Net Seller: 6,213,418 shares ($320,612,990)

Net Sell 1 txn

Insider Frank Joshua D., TRIAN FUND MANAGEMENT, L.P.

Role null | null

Sold 6,213,418 shs ($320.61M)

Type	Security	Shares	Price	Value
Sale	Common Stock	6,213,418	$51.6001	$320.61M

Holdings After Transaction: Common Stock — 25,654,382 shares (Indirect, Please see explanation below)

Footnotes (1)

1. The sale reported in this Form 4 was done for portfolio management purposes by certain funds (the "Trian Funds") managed by Trian Fund Management, L.P. ("Trian Management") which primarily hold publicly traded securities. As contemplated by the Voting and Rollover Agreement dated as of December 21, 2025, entered into by and among the Issuer and the other parties thereto, an affiliate of Trian Management will roll over at least 24,750,000 shares of the Issuer in connection with the closing of the previously announced acquisition of the Issuer by Trian Management and its affiliated funds, and General Catalyst and its affiliated funds. Progress toward closing is continuing, with the Issuer's shareholders approving the acquisition on April 16, 2026. The transaction is expected to close in mid-2026, subject to customary closing conditions, including receipt of applicable regulatory approvals and client consents. Trian Management serves as the management company for the Trian Funds and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer which they hold. Mr. Frank is a member of the Investment Committee and a partner of Trian Management, and a limited partner or member of certain affiliates of the Trian Funds and as such has an indirect interest in the shares of the Issuer held by the Trian Funds. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Frank is a director of the Issuer.

Key Figures

Shares sold: 6,213,418 shares Sale price per share: $51.6001 per share Shares held after sale: 25,654,382 shares +2 more

5 metrics

Shares sold 6,213,418 shares Open-market sale of common stock

Sale price per share $51.6001 per share Price for the 6,213,418-share sale

Shares held after sale 25,654,382 shares Indirect holdings by Trian Funds following transaction

Rollover commitment At least 24,750,000 shares Shares to be rolled over under Voting and Rollover Agreement

Shareholder approval date April 16, 2026 Janus Henderson shareholders approved the acquisition

Key Terms

Voting and Rollover Agreement, portfolio management purposes, pecuniary interests, customary closing conditions, +1 more

5 terms

Voting and Rollover Agreement financial

"As contemplated by the Voting and Rollover Agreement dated as of December 21, 2025, entered into by and among the Issuer and the other parties thereto"

portfolio management purposes financial

"The sale reported in this Form 4 was done for portfolio management purposes by certain funds (the "Trian Funds")"

pecuniary interests financial

"The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein"

customary closing conditions regulatory

"The transaction is expected to close in mid-2026, subject to customary closing conditions, including receipt of applicable regulatory approvals and client consents"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

Section 16 regulatory

"this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Frank Joshua D.

(Last) (First) (Middle)

223 SUNSET AVENUE

(Street)

PALM BEACH FLORIDA 33480

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
JANUS HENDERSON GROUP PLC [ JHG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2026		S(1)		6,213,418	D	$51.6001	25,654,382	I	Please see explanation below(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Frank Joshua D.

(Last) (First) (Middle)

223 SUNSET AVENUE

(Street)

PALM BEACH FLORIDA 33480

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TRIAN FUND MANAGEMENT, L.P.

(Last) (First) (Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK NEW YORK 10017

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The sale reported in this Form 4 was done for portfolio management purposes by certain funds (the "Trian Funds") managed by Trian Fund Management, L.P. ("Trian Management") which primarily hold publicly traded securities. As contemplated by the Voting and Rollover Agreement dated as of December 21, 2025, entered into by and among the Issuer and the other parties thereto, an affiliate of Trian Management will roll over at least 24,750,000 shares of the Issuer in connection with the closing of the previously announced acquisition of the Issuer by Trian Management and its affiliated funds, and General Catalyst and its affiliated funds. Progress toward closing is continuing, with the Issuer's shareholders approving the acquisition on April 16, 2026. The transaction is expected to close in mid-2026, subject to customary closing conditions, including receipt of applicable regulatory approvals and client consents.

2. Trian Management serves as the management company for the Trian Funds and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer which they hold. Mr. Frank is a member of the Investment Committee and a partner of Trian Management, and a limited partner or member of certain affiliates of the Trian Funds and as such has an indirect interest in the shares of the Issuer held by the Trian Funds. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Frank is a director of the Issuer.

	/s/ Daniel R. Marx, Attorney-In-Fact for Joshua D. Frank	05/14/2026
	/s/ Peter W. May, member of the general partner of Trian Fund Management, L.P.	05/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did the Trian Funds report for JANUS HENDERSON GROUP PLC (JHG)?

Funds managed by Trian Fund Management reported selling 6,213,418 shares of Janus Henderson common stock in an open‑market transaction at about $51.60 per share. After this sale, the Trian Funds still indirectly held 25,654,382 shares, maintaining a significant position.

Who executed the JHG share sale and how is Joshua D. Frank involved?

The sale was executed by Trian Funds managed by Trian Fund Management, L.P., which controls investment and voting decisions. Joshua D. Frank is a partner and Investment Committee member of Trian Management and a director of Janus Henderson, with an indirect pecuniary interest in the funds’ holdings.

How many JANUS HENDERSON (JHG) shares will be rolled over in the pending acquisition?

An affiliate of Trian Fund Management is expected to roll over at least 24,750,000 Janus Henderson shares under a Voting and Rollover Agreement. This rollover is tied to the planned acquisition of Janus Henderson by Trian‑affiliated and General Catalyst‑affiliated funds as disclosed.

What is the status of the planned acquisition of JANUS HENDERSON GROUP PLC (JHG)?

Janus Henderson shareholders approved the acquisition on April 16, 2026. The transaction is expected to close in mid‑2026, subject to customary closing conditions, including required regulatory approvals and client consents, as outlined in the insider filing’s explanatory footnote.

Do the reporting persons claim full beneficial ownership of the JHG shares held by the Trian Funds?

No. The reporting persons expressly disclaim beneficial ownership of the Janus Henderson shares held by the Trian Funds, except to the extent of their pecuniary interests. The filing states this disclaimer applies for purposes of Section 16 and any other legal consideration.

Why did the Trian Funds sell JANUS HENDERSON (JHG) shares according to the filing?

The filing states the sale was undertaken for portfolio management purposes by Trian Funds that primarily hold publicly traded securities. This explanation positions the transaction as part of broader portfolio management, alongside a separate agreement to roll over a large JHG stake in the acquisition.