Trian Fund Management (NYSE: JHG) exits Janus Henderson in $52-per-share merger

Rhea-AI Filing Summary

Baldwin Brian M reported disposition transactions in this Form 4 filing.

Janus Henderson Group Ltd. insiders linked to Trian Fund Management reported transactions tied to the closing of a cash merger at $52.00 per ordinary share. These are not open‑market trades but reflect how a large fund position was handled in the deal structure.

According to the filing, Trian-managed funds contributed 25,136,205 ordinary shares to Jupiter Topco LLC in exchange for equity interests of equivalent value immediately before the merger. A further 518,177 ordinary shares beneficially owned by the Trian funds were converted into the right to receive the cash merger consideration, and the reporting entities show zero shares remaining afterward. The reporting persons state they disclaim beneficial ownership beyond their pecuniary interests.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Baldwin Brian M, TRIAN FUND MANAGEMENT, L.P.

Role null | null

Type	Security	Shares	Price	Value
Other	Common Stock	25,136,205	$0.00	--
Disposition	Common Stock	518,177	$52.00	$26.95M

Holdings After Transaction: Common Stock — 0 shares (Indirect, Please see explanation below)

Footnotes (1)

1. On June 30, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2025 (as amended, including by Amendment No. 1 dated March 24, 2026, and a side letter dated June16, 2026, the "Merger Agreement"), among the Issuer, Jupiter Company Limited ("Parent") and Jupiter Merger Sub Limited ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent and changing its name to "Janus Henderson Group Ltd.". At the effective time of the Merger (the "Effective Time"), each ordinary share, par value $1.50 per share, of the Issuer (the "Ordinary Shares") (except for Ordinary Shares held by Parent and as otherwise provided in the Merger Agreement) was converted into the right to receive $52.00 per Ordinary Share in cash, without interest (the "Merger Consideration") Immediately prior to the Effective Time, certain funds (the "Trian Funds") managed by Trian Fund Management, L.P. ("Trian Management") contributed 25,136,205 Ordinary Shares to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value. 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. Represents Ordinary Shares beneficially owned by the Trian Funds that were converted into the right to receive the Merger Consideration.

Key Figures

Merger cash price: $52.00 per share Disposition shares: 518,177 shares Restructured shares: 25,136,205 shares +3 more

6 metrics

Merger cash price $52.00 per share Cash merger consideration per ordinary share

Disposition shares 518,177 shares Ordinary shares converted into right to receive $52.00 cash

Restructured shares 25,136,205 shares Ordinary shares contributed to Jupiter Topco LLC by Trian funds

Price on disposition to issuer $52.00 per share Code D transaction, disposition to issuer in merger

Shares after transactions 0 shares Total Janus Henderson ordinary shares reported following transactions

Restructuring shares flagged 25,136,205 shares Marked as restructuringShares in transaction summary

Key Terms

Agreement and Plan of Merger, Merger Consideration, Trian Funds, Jupiter Topco LLC, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"was converted into the right to receive $52.00 per Ordinary Share in cash, without interest (the "Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Trian Funds financial

"certain funds (the "Trian Funds") managed by Trian Fund Management, L.P."

Jupiter Topco LLC financial

"contributed 25,136,205 Ordinary Shares to Jupiter Topco LLC ("Topco")"

Merger Sub regulatory

"Jupiter Merger Sub Limited ("Merger Sub"), Merger Sub merged with and into the Issuer"

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 09:03 PM Accepted by SEC EDGAR 07/02/2026 - 09:02 PM Learn about SEC filing dates

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

X

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 Ltd. [ 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)
06/30/2026

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	06/30/2026		J(1)(2)		25,136,205	D	(2)	0	I	Please see explanation below(3)
Common Stock	06/30/2026		D(1)		518,177(4)	D	$52	0	I	Please see explanation below(3)

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. On June 30, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2025 (as amended, including by Amendment No. 1 dated March 24, 2026, and a side letter dated June16, 2026, the "Merger Agreement"), among the Issuer, Jupiter Company Limited ("Parent") and Jupiter Merger Sub Limited ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent and changing its name to "Janus Henderson Group Ltd.". At the effective time of the Merger (the "Effective Time"), each ordinary share, par value $1.50 per share, of the Issuer (the "Ordinary Shares") (except for Ordinary Shares held by Parent and as otherwise provided in the Merger Agreement) was converted into the right to receive $52.00 per Ordinary Share in cash, without interest (the "Merger Consideration")

2. Immediately prior to the Effective Time, certain funds (the "Trian Funds") managed by Trian Fund Management, L.P. ("Trian Management") contributed 25,136,205 Ordinary Shares to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value.

3. 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.

4. Represents Ordinary Shares beneficially owned by the Trian Funds that were converted into the right to receive the Merger Consideration.

	/s/ Daniel R. Marx, Attorney-In-Fact for Brian M. Baldwin	07/02/2026
	/s/ Peter W. May, member of the general partner of Trian Fund Management, L.P.	07/02/2026
	** 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 transactions did Trian report in Janus Henderson Group (JHG) on this Form 4?

The Form 4 shows Trian-managed funds restructured and exited their Janus Henderson position through a merger. They contributed 25,136,205 ordinary shares to Jupiter Topco LLC and had 518,177 shares converted into cash at $52.00 per share.

Was the Janus Henderson (JHG) Form 4 a buy or sell by Trian or Brian Baldwin?

The transactions are not open-market buys or sells. They reflect a disposition to the issuer at $52.00 per share and an “other” restructuring event as part of a merger, all held indirectly through Trian-managed funds and related entities.

How many Janus Henderson (JHG) shares were restructured by Trian in this filing?

The filing reports 25,136,205 ordinary shares contributed by Trian-managed funds to Jupiter Topco LLC. This contribution occurred immediately before the merger and was received in exchange for equity interests in Jupiter Topco LLC of equivalent value, rather than cash.

How many Janus Henderson (JHG) shares received the $52.00 cash merger consideration in this Form 4?

The Form 4 lists 518,177 ordinary shares beneficially owned by Trian funds that were converted into the right to receive $52.00 per share in cash. These shares were exchanged for the merger consideration when Janus Henderson became a wholly owned subsidiary.

Do Trian and Brian Baldwin still hold Janus Henderson (JHG) shares after these transactions?

The Form 4 shows zero Janus Henderson ordinary shares following the reported transactions. The filing also notes that Trian and Mr. Baldwin disclaim beneficial ownership of the shares except to the extent of their respective pecuniary interests in the Trian funds.

How is beneficial ownership described for Trian and Brian Baldwin in the Janus Henderson (JHG) Form 4?

Trian Fund Management determines investment and voting decisions for Trian funds holding Janus Henderson shares. Brian Baldwin is on Trian’s investment committee and has indirect interests. Both reporting persons disclaim beneficial ownership except for their pecuniary interests in those funds.