Trian trims Janus Henderson (JHG) stake as buyout and rollover plan advance

Rhea-AI Filing Summary

JANUS HENDERSON GROUP PLC insider entities associated with Trian Fund Management reported an open-market sale of 6,213,418 shares of Common Stock at $51.6001 per share. Following the sale, the reporting entities indirectly held 25,654,382 shares.

The sale was described as for portfolio management purposes by funds managed by Trian Fund Management, L.P. An affiliate of Trian Management is expected to roll over at least 24,750,000 shares in connection with the previously announced acquisition of Janus Henderson by Trian-affiliated funds and General Catalyst. Shareholders approved the acquisition on April 16, 2026, and closing is expected in mid-2026, subject to customary regulatory approvals and client consents.

Insights

Equity market structure analyst

Large Trian sale tied to portfolio management amid pending JHG buyout.

The filing shows Trian-managed funds sold 6,213,418 Janus Henderson shares at $51.6001 each in an open-market transaction. Even after this, they indirectly hold 25,654,382 shares, and the filing describes the move as portfolio management by the Trian Funds.

A key detail is the plan for an affiliate of Trian to roll over at least 24,750,000 shares into the previously announced acquisition of Janus Henderson by Trian-affiliated funds and General Catalyst. Shareholders approved the deal on April 16, 2026, with closing expected in mid-2026, subject to regulatory approvals and client consents.

Because the transaction occurs in the context of a pending acquisition and significant planned rollover stake, the sale looks more like position rebalancing than a change in strategic direction. Future company disclosures about regulatory approvals and the actual closing will clarify how much equity Trian-affiliated entities ultimately retain.

Insider Trade Summary

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

Net Sell 1 txn

Insider Baldwin Brian M, 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. Baldwin 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. Baldwin 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 +3 more

6 metrics

Shares sold 6,213,418 shares Open-market sale on 2026-05-12

Sale price per share $51.6001 per share Janus Henderson Common Stock

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

Planned rollover shares At least 24,750,000 shares To be rolled over in planned acquisition

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

Expected closing timing Mid-2026 Acquisition subject to regulatory approvals and client consents

Key Terms

Voting and Rollover Agreement, beneficial ownership, pecuniary interests, regulatory approvals, +2 more

6 terms

Voting and Rollover Agreement regulatory

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

beneficial ownership regulatory

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

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interests financial

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

regulatory approvals regulatory

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

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

client consents regulatory

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

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^*

Baldwin Brian M

(Last) (First) (Middle)

280 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NEW YORK 10017

(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^*

Baldwin Brian M

(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)

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. Baldwin 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. Baldwin is a director of the Issuer.

	/s/ Daniel R. Marx, Attorney-In-Fact for Brian M. Baldwin	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 did Trian-related entities do in this Janus Henderson (JHG) Form 4?

Trian-managed funds reported selling 6,213,418 shares of Janus Henderson Common Stock at $51.6001 per share. After this open-market sale, they still indirectly held 25,654,382 shares, according to the Form 4 insider transaction disclosure and its accompanying footnotes.

Why did the Trian Funds sell Janus Henderson (JHG) shares according to the filing?

The Form 4 states the sale was made for portfolio management purposes by certain Trian Funds. These funds, managed by Trian Fund Management, primarily hold publicly traded securities, so the transaction is framed as part of their ongoing portfolio management activities.

How many Janus Henderson (JHG) shares will Trian roll over in the acquisition?

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

What are Trian’s holdings in Janus Henderson (JHG) after the reported sale?

After selling 6,213,418 shares, the reporting entities indirectly held 25,654,382 Janus Henderson shares. The Form 4 notes that Trian Fund Management determines investment and voting decisions for the Trian Funds that hold these issuer shares.

What is the status of the planned acquisition of Janus Henderson (JHG)?

The acquisition of Janus Henderson by Trian-affiliated funds and General Catalyst has been approved by shareholders on April 16, 2026. The transaction is expected to close in mid-2026, subject to customary regulatory approvals and client consents.

How do the reporting persons describe their beneficial ownership of Janus Henderson (JHG) shares?

The reporting persons disclaim beneficial ownership of the Janus Henderson shares beyond their pecuniary interests. The filing states this report should not be deemed an admission that they are beneficial owners for Section 16 or any other legal purpose.