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Janus Henderson Group plc is seeking shareholder approval to be acquired in a cash merger at $49.00 per share, subject to the satisfaction or waiver of specified conditions. The merger agreement, dated December 21, 2025, provides for Merger Sub to merge into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
The transaction is led by funds associated with Trian and General Catalyst; the Trian affiliate beneficially owned approximately 20.7% as of the measurement date and has entered a Voting and Rollover Agreement. The Board and a Special Committee of independent directors have each unanimously recommended that shareholders vote "FOR" the merger, which requires approval by special resolution (at least two-thirds of votes cast). Completion is conditioned on customary regulatory, financing and other closing conditions and the merger will result in delisting and deregistration of Shares if completed.
Victory Capital Holdings reiterated a proposal to acquire Janus Henderson Group plc at $57.04 per share, submitting a letter to JHG’s Special Committee on February 26, 2026 that provides additional economic and deal-term detail and seeks to complete diligence and transaction agreements.
The proposal contrasts with the announced all-cash Trian agreement at $49.00 per share and features a mix of cash and stock, a proposed $8.6bn equity purchase price, an estimated $500mm of cost synergies, pro forma leverage targets (synergized 2.5x LTM net), and a proposed Janus shareholder pro forma ownership of about 38%.
Victory Capital Holdings, Inc. submitted a formal proposal to the Special Committee of Janus Henderson Group plc to acquire Janus Henderson, and attached a press release that includes the full text of the proposal.
The filing also provides copies of three Prior Proposals sent to the Special Committee on November 24, 2025, December 8, 2025 and December 22, 2025, which are included as Exhibits 99.4, 99.3 and 99.2, respectively, and the press release is Exhibit 99.1.
Janus Henderson Group plc reports strong 2025 growth while planning a change in ownership. Assets under management reached $493.2 billion as of December 31, 2025, supported by a diversified global client base across intermediary, institutional and self-directed channels.
On a GAAP basis, 2025 revenue rose to $3,097.3 million and net income attributable to JHG increased to $815.9 million, with diluted EPS of $5.23. Adjusted revenue was $2,535.8 million and adjusted net income $746.0 million, with adjusted diluted EPS of $4.78, reflecting higher operating margins.
The company has entered a Merger Agreement under which it will be acquired by Jupiter Company Limited, with JHG becoming a wholly owned subsidiary. JHG shareholders are expected to receive $49.00 in cash per share, subject to shareholder approval, regulatory clearances and extensive closing conditions that may delay or prevent completion.
Janus Henderson Group plc executive Michelle Rosenberg, Chief Accounting Officer and General Counsel, reported an open-market sale of 22,000 shares of common stock. The weighted average sale price was about $49.271 per share, and she now directly holds 87,805.02 shares of the company’s stock.
John Hancock Financial Corp. provided notice of a proposed sale of 22,000 common shares through Fidelity Brokerage Services LLC, with an aggregate value listed as $1,083,969.16 and the exchange noted as NYSE on 02/18/2026. The excerpt also lists recent issuer-related vesting and ESPP purchase entries dated between 03/01/2024 and 12/31/2024.
Janus Henderson Group CEO Ali Dibadj reported an open-market sale of common stock. On February 17, 2026, he sold 127,632 shares at a weighted average price of $49.12 per share, in multiple trades between $49.05 and $49.28. Following this transaction, he directly holds 449,078 shares of Janus Henderson Group common stock.
A shareholder of JHG has filed a Form 144 to sell 127,632 common shares through Fidelity Brokerage Services LLC on the NYSE, with an approximate sale date of February 17, 2026 and an aggregate market value of $6,269,380.14.
The shares were acquired mainly through restricted stock vesting and employee stock purchase plan (ESPP) purchases during 2024 and early 2026, paid in a mix of compensation and cash. Shares outstanding were 154,476,408 at the time of the notice; this is a baseline figure, not the amount being sold.
Janus Henderson Group plc filed a quarterly Form 13F holdings report as an institutional investment manager. The filing states that all holdings for this manager are included in the report and identifies 15 other included managers associated with its investment operations in multiple regions.
The summary page reports a Form 13F information table with 4,350 individual entries and an aggregate reported market value of $223,305,374,575, rounded to the nearest dollar. The report is signed by Kristin Mariani, Head of North America Compliance, on behalf of the firm.
Janus Henderson Group plc's chief financial officer Roger Thompson reported equity compensation activity in company stock. On February 11, 2026, he acquired 35,784 shares of common stock upon vesting of a previously granted performance share unit award at a value of $48.2525 per share. To cover related tax withholding obligations, the issuer sold 16,861 shares of common stock on his behalf at the same price. Following these transactions, Thompson directly owned 132,112.1236 shares of Janus Henderson common stock.