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CASSADAY JOHN M reported disposition transactions in this Form 4 filing.
Janus Henderson Group Ltd. director John M. Cassaday reported transactions in connection with the company’s merger with Jupiter Company Limited. At the merger’s effective time, each ordinary share was converted into the right to receive $52.00 per share in cash.
Cassaday’s 23,504 restricted stock units, including dividend equivalents, were cancelled and exchanged for a lump-sum cash payment based on the $52.00 merger consideration plus accrued dividend equivalents. Immediately prior to the effective time, he contributed 5,793 ordinary shares and Sundance Investments Inc. contributed 14,900 ordinary shares to Jupiter Topco LLC in exchange for equivalent-value equity interests, resulting in no remaining reported holdings of the issuer’s common stock.
Janus Henderson Group Ltd. CEO Ali Dibadj reported equity changes tied to the closing of a cash merger with Jupiter Company Limited. At the merger’s effective time, each ordinary share was converted into the right to receive $52.00 per share in cash, without interest, under the Merger Agreement.
The filing shows several code “D” dispositions of common stock back to the issuer and one code “A” grant, reflecting a deemed acquisition of 769,541 shares underlying outstanding and unvested performance restricted stock unit awards. Those awards were treated as earned at 120% of target, except for a special award at 100% of target.
Unvested RSU and PSU awards were converted into replacement cash or equity-based awards linked to Jupiter Topco LLC, with some awards earning interest or being notionally invested in approved mutual funds. Following these transactions, the reporting person shows no remaining holdings of the issuer’s common stock in this filing.
Janus Henderson Group Ltd. chief risk officer Georgina Fogo reported multiple equity changes tied to the company’s merger with Jupiter Company Limited. At the merger’s effective time, each ordinary share was converted into the right to receive $52.00 per share in cash, without interest.
Fogo reported several dispositions of common stock back to the issuer and one compensation-related acquisition. A deemed acquisition of shares under outstanding performance stock units was based on performance goals being treated as achieved at 120% of target. Her unvested RSU and PSU awards were converted into replacement awards whose value references equity of Jupiter Topco LLC and will be settled in cash or TopCo equity.
Janus Henderson Group Ltd. notifies the New York Stock Exchange of the removal/withdrawal of its Ordinary Shares from listing and/or registration under Section 12(b) of the Exchange Act.
The Exchange states it has complied with 17 CFR 240.12d2-2 and will strike the class from listing; the Issuer states it has complied with exchange rules governing voluntary withdrawal under 17 CFR 240.12d2-2(c).
Trian-affiliated investors report exiting their stake in Janus Henderson Group following the completion of a go-private merger. On June 30, 2026, Janus Henderson completed a merger in which each outstanding ordinary share was converted into the right to receive $52.00 per share in cash, except for shares held by the parent entity and as otherwise provided in the merger agreement.
Immediately before the effective time, Trian funds contributed 25,136,205 ordinary shares to Jupiter Topco LLC in exchange for equity interests in that private holding company, and all other ordinary shares they held were cashed out at the merger price. The company converted to a private limited company, will be delisted from the New York Stock Exchange, and its shares will be deregistered under the Exchange Act. As a result, the reporting persons now report 0 beneficial ownership of Janus Henderson ordinary shares, retaining exposure only through their interests in Topco.
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.
Trian Fund Management and related parties report beneficial ownership of 25,654,382 Janus Henderson Group ordinary shares, representing 16.65% of the company’s outstanding stock. This percentage is based on 154,075,608 ordinary shares outstanding as of May 6, 2026.
The amendment also describes a Side Letter dated June 16, 2026, among Janus Henderson, Jupiter Company Limited and Jupiter Merger Sub Limited. It states the merger closing is scheduled for June 30, 2026, subject to all conditions, and extends the merger agreement’s termination date to September 20, 2026.
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.