Janus Henderson SEC Filings

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: Trian Fund Management and General Catalyst submitted a non-binding proposal to acquire all outstanding Ordinary Shares not owned by them for $46.00 per share in cash. Trian and affiliates reported beneficial ownership of 31,867,800 Shares, or 20.43% of outstanding Shares, calculated against 155,978,508 Shares outstanding as of July 29, 2025.

The proposal cites a significant premium to the October 24, 2025 closing price and notes the Per Share Price is over 56.0% above the April 2025 price. It implies an enterprise value multiple of 9.5x trailing 12‑month EBITDA (as of June 30, 2025), versus a last‑three‑year average multiple of 7.7x. Financing is expected to include third‑party equity and debt and rolling over Shares held by the reporting persons, with fully committed financing anticipated and no financing condition.

The approach is conditioned on negotiating definitive documentation and consideration by an independent Special Committee. The filers state there is no assurance a definitive agreement will be reached or that the transaction will be consummated. They reported no new transactions in the 60 days preceding this amendment.

Janus Henderson Group plc reports beneficial ownership of 5,378,185 shares of 89bio, Inc. common stock, representing 3.6% of the class, with shared voting and dispositive power reported. The filing also discloses that an indirect subsidiary, JHIUS, may be deemed the beneficial owner of 5,052,254 shares, or 3.4%, all held with shared voting and dispositive authority. The filing classifies the reporting person as an investment adviser and holding company and includes a power of attorney authorizing designated compliance officers to file required ownership reports. No holdings exceeding 5% of the class are reported and the statement affirms the securities are held in the ordinary course of business and not to influence control.

Roger M.J. Thompson, Chief Financial Officer of Janus Henderson Group plc, reported an insider sale on this Form 4. The filing shows a disposition of 27,490.532 shares of the issuer's common stock on 09/11/2025 at a reported price of $45.259 per share, leaving beneficial ownership of 113,097.1236 shares held directly. The form notes the remaining total includes shares purchased under the issuer's Buy As You Earn plan. The filing was signed by an authorized representative under power of attorney on 09/15/2025.

William B. Cassidy, Chief Technology Officer and director of Janus Henderson Group plc (JHG), reported a Form 4 filing showing a transaction on 09/02/2025. The filing discloses 13,182 shares were disposed at a price of $43.79 per share. The filing states these shares were withheld by the issuer to satisfy the reporting person’s tax withholding obligations related to the vesting of restricted stock units.

After the reported disposition, the reporting person beneficially owns 115,852 shares, which the filing notes includes shares purchased under the issuer’s Employee Stock Purchase Plan. The Form 4 was signed under power of attorney on 09/04/2025.

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.

Janus Henderson Group plc filed a Form 13F reporting its U.S. equity holdings as of 06-30-2025. The filing discloses 4,322 reported positions with a combined market value of $204,020,843,964 and identifies 15 other included managers. The document names the reporting manager and signatory and provides a list of subsidiary managers and their Form 13F file numbers. This submission is a quarterly disclosure of the manager's institutional equity holdings.