Janus Henderson taken private at $52 per share

Trian-affiliated investors report exiting their stake in Janus Henderson Group following the completion of a go-private merger.

Rhea-AI Filing Summary

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.

Insights

Equity merger & activism analyst

Filing confirms Janus Henderson’s $52 cash buyout and Trian’s full exit as a public shareholder.

This amendment shows the closing mechanics of Janus Henderson’s merger with a parent entity. Each ordinary share was converted into the right to receive $52.00 in cash, effectively valuing the company on a per-share basis and ending its public listing.

Trian funds contributed 25,136,205 ordinary shares into Jupiter Topco LLC in exchange for equivalent-value equity interests, rolling their position into the private structure. All remaining shares they held were redeemed for cash, and the filing states they now beneficially own 0 ordinary shares and are no longer over 5% holders.

For former public shareholders, this confirms a full cash-out at the stated price and the company’s transition to a privately held entity. Future economic exposure for Trian runs through Topco equity rather than listed Janus Henderson stock, while the ordinary shares are set to be deregistered and removed from the NYSE.

Key Figures

Merger cash consideration: $52.00 per share Shares contributed to Topco: 25,136,205 ordinary shares Beneficial ownership after merger: 0 ordinary shares +2 more

5 metrics

Merger cash consideration $52.00 per share Cash paid for each ordinary share at the merger effective time

Shares contributed to Topco 25,136,205 ordinary shares Ordinary shares contributed by Trian-affiliated funds to Jupiter Topco LLC

Beneficial ownership after merger 0 ordinary shares Reporting persons’ aggregate beneficial ownership following the merger

Ownership threshold status Below 5% of class Reporting persons ceased to be beneficial owners of more than five percent

Merger effective date June 30, 2026 Date the merger transactions were consummated

Key Terms

Agreement and Plan of Merger, Merger Consideration, Effective Time, Schedule 13D, +1 more

5 terms

Agreement and Plan of Merger regulatory

"the transactions contemplated by the Agreement and Plan of Merger, dated 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 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.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each ordinary share"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

Schedule 13D regulatory

"This Amendment No. 19 ("Amendment No. 19") amends and supplements the filed with the SEC on October 2, 2020"

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.

beneficial owners of more than five percent regulatory

"the Reporting Persons ceased to be the beneficial owners of more than five percent of the Ordinary Shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction involving Janus Henderson Group (JHG) is described here?

The content describes the completion of a merger in which Janus Henderson’s ordinary shares were converted into the right to receive $52.00 per share in cash. The company became a private limited company and its shares will be delisted and deregistered from U.S. public markets.

What price did Janus Henderson (JHG) shareholders receive in the merger?

Each Janus Henderson ordinary share was converted into the right to receive $52.00 per share in cash, without interest. This per-share cash consideration applied to all outstanding ordinary shares immediately before the merger’s effective time, except for certain shares specified in the merger agreement.

How did Trian-affiliated funds handle their Janus Henderson (JHG) stake?

Immediately before the merger’s effective time, Trian Partners AM Holdco II, Ltd. and related funds contributed 25,136,205 Janus Henderson ordinary shares to Jupiter Topco LLC. In exchange, they received equity interests in Topco of equivalent value, while their remaining shares were cashed out at $52.00 per share.

Do the Trian reporting persons still own Janus Henderson (JHG) ordinary shares?

No. The filing states the reporting persons now beneficially own zero Janus Henderson ordinary shares and ceased to be beneficial owners of more than five percent. Their ongoing exposure is through equity interests in Jupiter Topco LLC, which holds the surviving private company.

What happens to Janus Henderson’s (JHG) stock listing after this merger?

As a result of the merger, Janus Henderson’s ordinary shares will no longer be listed on the New York Stock Exchange. The shares will also be deregistered under Section 12(b) of the Exchange Act, reflecting the company’s transition to a privately held structure.

Did Trian representatives remain on Janus Henderson’s board after the merger?

No. Immediately before the merger’s effective time, all Issuer directors, including Trian partners Brian Baldwin and Josh Frank, resigned from the board. This reflects the change in control and the company’s conversion to a private limited company under Jersey law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/30/2026 - 05:29 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. 19)

JANUS HENDERSON GROUP PLC

(Name of Issuer)

Ordinary Shares, $1.50 per share par value

(Title of Class of Securities)

G4474Y214

(CUSIP Number)

Brian L. Schorr, Esq.
280 Park Avenue, 41st Floor
New York, NY, 10017
(212) 451-3000

(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

Nelson Peltz

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)

AF

5

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

6

Citizenship or place of organization

UNITED STATES

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)

IN

SCHEDULE 13D

CUSIP Number(s): G4474Y214

1

Name of reporting person

Peter W. May

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)

AF

5

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

6

Citizenship or place of organization

UNITED STATES

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)

IN

SCHEDULE 13D

CUSIP Number(s): G4474Y214

1

Name of reporting person

Trian Fund Management, L.P.

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)

AF

5

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

6

Citizenship or place of organization

UNITED STATES

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)

13 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): G4474Y214

1

Name of reporting person

Trian Fund Management GP, LLC

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)

AF

5

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

6

Citizenship or place of organization

UNITED STATES

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)

OO

SCHEDULE 13D

CUSIP Number(s): G4474Y214

1

Name of reporting person

Trian Partners AM Holdco II, Ltd.

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

CAYMAN ISLANDS

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)

OO

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. 19 ("Amendment No. 19") amends and supplements the Schedule 13D filed with the SEC on October 2, 2020 as amended by Amendment No. 1, filed on May 12, 2021, as amended by Amendment No. 2 filed on May 19, 2021, as amended by Amendment No. 3 filed on July 19, 2021, as amended by Amendment No. 4 filed on October 4, 2021, as amended by Amendment No. 5 filed on November 16, 2021, as amended by Amendment No. 6 filed on December 13, 2021, as amended by Amendment No. 7 filed on January 6, 2022, as amended by Amendment No. 8 filed on February 1, 2022, as amended by Amendment No. 9 filed on March 9, 2022, as amended by Amendment No. 10 filed on March 31, 2022, as amended by Amendment No. 11 filed on November 15, 2022, as amended by Amendment No. 12 filed on June 2, 2023, as amended by Amendment No. 13 filed on May 2, 2025, as amended by Amendment No. 14 filed on October 27, 2025, as amended by Amendment No. 15 filed on December 22, 2025, as amended by Amendment No. 16 filed on March 24, 2026, as amended by Amendment No. 17 filed on May 12, 2026 ("Amendment No. 17"), and as amended by Amendment No. 18 filed on June 18, 2026 ("Amendment No. 18") (as amended, the "Schedule 13D"), relating to the Ordinary Shares of the Issuer. The address of the principal executive office of the Issuer is 201 Bishopsgate, London, EC2M 3AE United Kingdom. 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 Agreement and Plan of Merger, dated December 21, 2025 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 24, 2026 and the side letter agreement, dated as of June 16, 2026, the "Merger Agreement"), by and among Parent, Merger Sub and the Issuer were consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving company and converted to a private limited company incorporated under the laws of Jersey and changed its name from "Janus Henderson Group plc" 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 (an "Ordinary Share" and collectively, the "Ordinary Shares") outstanding immediately prior to the Effective Time (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 share in cash, without interest (the "Merger Consideration"). Immediately prior to the Effective Time, Trian Partners AM Holdco II, Ltd. and certain other funds affiliated with Trian Fund Management, L.P. ("Trian") contributed 25,136,205 Ordinary Shares to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value. All other Ordinary Shares beneficially owned by the Reporting Persons were converted into the right to receive the Merger Consideration. Also immediately prior to the Effective Time, each member of the Issuer's board of directors, including Brian Baldwin and Josh Frank, each a Partner at Trian, resigned from and ceased serving on the Issuer's board of directors. 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, the Reporting Persons no longer beneficially own any Ordinary Shares, though each of the Reporting Persons retains an equity interest in the surviving company through its beneficial ownership of 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: The responses of each of the Reporting Persons with respect to Rows 11, 12 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Ordinary Shares are incorporated by reference herein.
(b)	Item 5(b) is hereby amended and restated in its entirety as follows: The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of shares of Ordinary Shares as to which each of the Reporting Persons has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of are incorporated herein by reference.
(c)	Item 5(c) is hereby amended and supplemented by adding the following at the end thereof: Except as set forth in Items 4 and 6, which information is incorporated herein by reference, and in Amendment No. 17 and Amendment No. 18, which information is incorporated herein by reference, there have been no new transactions by the Reporting Persons during the sixty days preceding the filing of this Amendment No. 19.
(d)	Item 5(d) is hereby amended and restated in its entirety as follows: Not applicable.
(e)	Item 5(e) is hereby amended and restated in its entirety as follows: On June 30, 2026, as a result of the consummation of the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Ordinary Shares
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.

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.

Nelson Peltz

Signature:	/s/ Nelson Peltz
Name/Title:	Nelson Peltz
Date:	06/30/2026

Peter W. May

Signature:	/s/ Peter W. May
Name/Title:	Peter W. May
Date:	06/30/2026

Trian Fund Management, L.P.

Signature:	/s/ Peter W. May
Name/Title:	Peter W. May Member of the General Partner of the Reporting Person
Date:	06/30/2026

Trian Fund Management GP, LLC

Signature:	/s/ Peter W. May
Name/Title:	Peter W. May Member
Date:	06/30/2026

Trian Partners AM Holdco II, Ltd.

Signature:	/s/ Peter W. May
Name/Title:	Peter W. May Director
Date:	06/30/2026