Janus Henderson (JHG) shares delisted after merger as MassMutual reports 0% stake

Rhea-AI Filing Summary

Janus Henderson Group plc is the subject of an amended Schedule 13D filing by Massachusetts Mutual Life Insurance Company reflecting the completion of a merger on June 30, 2026. As a result of this merger, Janus Henderson’s Ordinary Shares will no longer be listed on the New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act.

Following the transaction, MassMutual reports that it no longer beneficially owns any Ordinary Shares of Janus Henderson, with its beneficial ownership now held instead through preferred equity interests in the surviving parent entity, Topco. The amendment also notes that MassMutual may no longer be deemed part of a group that owned more than five percent of Janus Henderson’s outstanding Ordinary Shares.

Positive

• None.

Negative

• As of June 30, 2026, Janus Henderson Group plc’s Ordinary Shares will no longer be listed on the New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act, ending their status as exchange-traded, registered securities.

Insights

Equity ownership and corporate actions analyst

Merger removes Janus Henderson’s listed equity; MassMutual exits common stake.

The amendment shows that a merger closed on June 30, 2026, after which Janus Henderson Group plc Ordinary Shares will be delisted from the NYSE and deregistered under Section 12(b) of the Exchange Act. This effectively ends public trading in the Ordinary Shares.

MassMutual reports beneficial ownership of 0 Ordinary Shares and a 0% position in the class, indicating its prior stake has been fully converted or otherwise eliminated at the common-share level. It now holds preferred equity interests in Topco, the surviving company’s parent.

The filing also states MassMutual may no longer be deemed part of any group that owned more than five percent of Janus Henderson’s Ordinary Shares as of the merger date. Subsequent filings may provide additional detail on Topco’s capital structure and any future reporting obligations.

Key Figures

Beneficially owned Ordinary Shares: 0.00 shares Percent of class owned: 0% Merger consummation date: June 30, 2026 +2 more

5 metrics

Beneficially owned Ordinary Shares 0.00 shares MassMutual aggregate amount beneficially owned as reported

Percent of class owned 0% MassMutual percentage of Janus Henderson Ordinary Shares

Merger consummation date June 30, 2026 Date transactions under Merger Agreement and Equity Commitment Letter closed

Sole voting power 0.00 shares MassMutual reported sole voting power over Ordinary Shares

Shared voting power 0.00 shares MassMutual reported shared voting power over Ordinary Shares

Key Terms

beneficially owned, Merger Agreement, Equity Commitment Letter, deregistered under Section 12(b) of the Exchange Act, +1 more

5 terms

beneficially owned financial

"As of June 30, 2026, MassMutual no longer beneficially owned any Ordinary Shares of the Issuer."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Merger Agreement financial

"On June 30, 2026, the transactions contemplated by the Merger Agreement and the Equity Commitment Letter were consummated."

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Equity Commitment Letter financial

"On June 30, 2026, the transactions contemplated by the Merger Agreement and the Equity Commitment Letter were consummated."

A written promise from an investor or group to provide a specified amount of capital for a deal, such as an acquisition or a new financing round. It matters to investors because it shows how likely a transaction is to close and how much fresh money will be available, similar to a down-payment commitment when buying a house: the stronger the promise, the less risk that the deal will fall apart or that existing shareholders will face unexpected dilution.

deregistered under Section 12(b) of the Exchange Act regulatory

"the Ordinary Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act."

Schedule 13D regulatory

"This Amendment No. 1 ("Amendment No. 1") amends and supplements the filed with the SEC on December 23, 2025 (the ""), relating to the Ordinary Shares"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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Available on EDGAR 07/02/2026 - 08:29 PM Accepted by SEC EDGAR 07/02/2026 - 08:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Janus Henderson Group plc

(Name of Issuer)

Ordinary Shares, $1.50 per share par value

(Title of Class of Securities)

G4474Y214

(CUSIP Number)

Jaime Genua
Massachusetts Mutual Life Insurance Co, 1295 State Street
Springfield, MA, 01111
(800) 767-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G4474Y214

1

Name of reporting person

Massachusetts Mutual Life Insurance Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, $1.50 per share par value
(b)	Name of Issuer: Janus Henderson Group plc
(c)	Address of Issuer's Principal Executive Offices: 201 Bishopsgate, London, UNITED KINGDOM , EC2M 3AE.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D filed with the SEC on December 23, 2025 (the "Schedule 13D"), relating to the Ordinary Shares, $1.50 per share par value (the "Ordinary Shares"), of Janus Henderson Group plc, a public limited company organized under the Laws of Jersey (the "Issuer"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. Items 4, 5, and 6 of the Schedule 13D are hereby amended as follows:
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On June 30, 2026, the transactions contemplated by the Merger Agreement and the Equity Commitment Letter were consummated. As a result of the Merger, the Ordinary Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act. Additionally, as a result of the Merger, MassMutual no longer beneficially owns any Ordinary Shares, though MassMutual retains an equity interest in the surviving company through its beneficial ownership of preferred equity interests of Topco.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: As of June 30, 2026, MassMutual no longer beneficially owned any Ordinary Shares of the Issuer.
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: As of June 30, 2026, MassMutual no longer beneficially owned any Ordinary Shares of the Issuer.
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: MassMutual has not effected any transactions in the Ordinary Shares during the past 60 days other than as described in this Schedule 13D and as set forth on Schedule II attached hereto.
(e)	Item 5(e) is hereby amended and restated in its entirety as follows: As of June 30, 2026, upon consummation of the Merger, MassMutual may no longer deemed to be part of a group that beneficially owned more than five percent of the outstanding Ordinary Shares of the Issuer. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that MassMutual is or was a member of any such group.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 above.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.3 of the Schedule 13D is hereby amended and restated in its entirety as Exhibit 99.1 attached to this Amendment No. 1. Exhibit 99.1 Schedule II to Schedule 13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Massachusetts Mutual Life Insurance Company

Signature:	/s/ Jaime Genua
Name/Title:	Jaime Genua, Assistant Secretary
Date:	07/02/2026

FAQ

What does the June 30, 2026 merger mean for Janus Henderson Group plc (JHG) shares?

The merger completed on June 30, 2026 results in Janus Henderson’s Ordinary Shares being delisted from the New York Stock Exchange and deregistered under Section 12(b) of the Exchange Act, ending their status as publicly traded, exchange-listed securities.

What change does MassMutual report in its ownership of Janus Henderson Group plc (JHG)?

Massachusetts Mutual Life Insurance Company reports that as of June 30, 2026 it no longer beneficially owns any Ordinary Shares of Janus Henderson, reducing its reported aggregate beneficial ownership in that class to zero shares and zero percent of the outstanding Ordinary Shares.

Does MassMutual retain any interest in the surviving company after the Janus Henderson merger?

Yes. While MassMutual no longer beneficially owns Janus Henderson Ordinary Shares, it retains an equity interest in the surviving company through its beneficial ownership of preferred equity interests of Topco, the parent entity of the post‑merger surviving company.

How does the Schedule 13D/A amendment affect MassMutual’s group status regarding Janus Henderson (JHG)?

The amendment states that, upon consummation of the merger on June 30, 2026, MassMutual may no longer be deemed part of a group that beneficially owned more than five percent of Janus Henderson’s outstanding Ordinary Shares, and disclaims any admission of past group membership.

What specific securities are covered in this Janus Henderson Group plc Schedule 13D/A filing?

The filing concerns Ordinary Shares of Janus Henderson Group plc with a par value of $1.50 per share. It reports that following the June 30, 2026 merger, MassMutual’s beneficial ownership in these Ordinary Shares has been reduced to zero shares and zero percent of the class.