Trian trims Janus Henderson (JHG) stake, plans 24.8M share rollover

Rhea-AI Filing Summary

Trian-managed funds filed Amendment No. 17 to their Schedule 13D on Janus Henderson Group plc, reporting beneficial ownership of 25,654,382 ordinary shares, or 16.65% of shares outstanding as of May 6, 2026.

The filing notes that Trian Partners AM Holdco II, Ltd. sold 6,213,418 shares in the open market on May 12, 2026 at $51.6001 per share for portfolio management purposes, while an affiliate of Trian is expected to roll over at least 24,750,000 shares in connection with the previously announced acquisition of Janus Henderson by Trian-managed funds and General Catalyst. Shareholders have approved the acquisition, and closing is expected in mid-2026, subject to customary regulatory approvals and client consents.

Key Figures

Beneficial ownership: 25,654,382 shares Ownership percentage: 16.65% Shares outstanding: 154,075,608 shares +4 more

7 metrics

Beneficial ownership 25,654,382 shares Shares beneficially owned by reporting persons as of May 12, 2026

Ownership percentage 16.65% Portion of Janus Henderson ordinary shares outstanding

Shares outstanding 154,075,608 shares Janus Henderson ordinary shares outstanding as of May 6, 2026

Shares sold 6,213,418 shares Sold by Trian Partners AM Holdco II, Ltd. on May 12, 2026

Sale price $51.6001 per share Open-market sale price on May 12, 2026

Rollover commitment 24,750,000+ shares Minimum shares to be rolled over by a Trian affiliate

Amendment number Amendment No. 17 Amendment to prior Schedule 13D on Janus Henderson

Key Terms

Schedule 13D, beneficially owned, Voting and Rollover Agreement, Quarterly Report on Form 10-Q, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 17 ("Amendment No. 17") 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.

beneficially owned financial

"the Reporting Persons beneficially owned, in the aggregate, 25,654,382 Shares, representing approximately 16.65% of the Issuer's outstanding Shares"

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.

Voting and Rollover Agreement regulatory

"As contemplated by the Voting and Rollover Agreement dated as of December 21, 2025, entered into by and among the Issuer and the other parties thereto"

Quarterly Report on Form 10-Q regulatory

"based on 154,075,608 Shares outstanding on May 6, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"

A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.

dispositive power financial

"Shared Dispositive Power 25,654,382.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

regulatory approvals regulatory

"The transaction is expected to close in mid-2026, subject to customary closing conditions, including receipt of applicable regulatory approvals and client consents."

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)

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)

05/12/2026

(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 25,654,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,654,382.00

11

Aggregate amount beneficially owned by each reporting person

25,654,382.00

12

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

13

Percent of class represented by amount in Row (11)

16.65 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the "Form 10-Q")

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 25,654,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,654,382.00

11

Aggregate amount beneficially owned by each reporting person

25,654,382.00

12

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

13

Percent of class represented by amount in Row (11)

16.65 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q.

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 25,654,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,654,382.00

11

Aggregate amount beneficially owned by each reporting person

25,654,382.00

12

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

13

Percent of class represented by amount in Row (11)

16.65 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q.

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 25,654,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,654,382.00

11

Aggregate amount beneficially owned by each reporting person

25,654,382.00

12

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

13

Percent of class represented by amount in Row (11)

16.65 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q.

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 25,654,382.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,654,382.00

11

Aggregate amount beneficially owned by each reporting person

25,654,382.00

12

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

13

Percent of class represented by amount in Row (11)

16.65 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q.

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: Item 1 Comment: This Amendment No. 17 ("Amendment No. 17") 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, and as amended by Amendment No. 16 filed on March 24, 2026 (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 and 5 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: The sales of Shares by Reporting Persons reported below in Item 5 were done for portfolio management purposes by certain funds managed by Trian Management which primarily hold publicly traded securities. As contemplated by the Voting and Rollover Agreement dated as of December 21, 2025, entered into by and among the Issuer and the other parties thereto, an affiliate of Trian Management will roll over at least 24,750,000 shares of the Issuer in connection with the closing of the previously announced acquisition of the Issuer by Trian Management and its affiliated funds, and General Catalyst and its affiliated funds. Progress toward closing is continuing, with the Issuer's shareholders approving the acquisition on April 16, 2026. The transaction is expected to close in mid-2026, subject to customary closing conditions, including receipt of applicable regulatory approvals and client consents.
Item 5.	Interest in Securities of the Issuer
(a)	As of 4:00 p.m., New York City time, on May 12, 2026, the Reporting Persons beneficially owned, in the aggregate, 25,654,382 Shares, representing approximately 16.65% of the Issuer's outstanding Shares (calculated based on 154,075,608 Shares outstanding on May 6, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026).
(b)	Trian AM Holdco beneficially and directly owns 25,654,382 Shares, except to the extent that other Reporting Persons as described in this Item 5(b) may be deemed to have shared voting power and shared dispositive power with regard to such Shares. On May 12, 2026, Trian AM Holdco, on behalf of certain of its fund equity holders, effected the sale of 6,213,418 Shares in the open market at a price of $51.6001.

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:	05/14/2026

Peter W. May

Signature:	/s/ Peter W. May
Name/Title:	Peter W. May
Date:	05/14/2026

Trian Fund Management, L.P.

Signature:	/s/ Peter W. May
Name/Title:	Member of the General Partner of the Reporting Person
Date:	05/14/2026

Trian Fund Management GP, LLC

Signature:	/s/ Peter W. May
Name/Title:	Member
Date:	05/14/2026

Trian Partners AM Holdco II, Ltd.

Signature:	/s/ Peter W. May
Name/Title:	Director
Date:	05/14/2026

FAQ

What stake in Janus Henderson Group (JHG) do the Trian entities report?

The Trian reporting persons collectively report beneficial ownership of 25,654,382 Janus Henderson ordinary shares, representing 16.65% of the company’s outstanding shares, based on 154,075,608 shares outstanding as of May 6, 2026 in the issuer’s Form 10-Q.

How many Janus Henderson (JHG) shares did Trian sell and at what price?

On May 12, 2026, Trian Partners AM Holdco II, Ltd. sold 6,213,418 Janus Henderson shares in the open market at a price of $51.6001 per share. The filing describes these sales as being for portfolio management purposes by funds managed by Trian.

What are Trian’s rollover plans in the Janus Henderson (JHG) acquisition?

The filing states that an affiliate of Trian Fund Management will roll over at least 24,750,000 Janus Henderson shares in connection with the closing of the previously announced acquisition of the company by Trian-managed funds and General Catalyst, under a Voting and Rollover Agreement dated December 21, 2025.

What percentage ownership figure for Janus Henderson (JHG) does the 13D/A amendment use?

The amendment calculates Trian’s 16.65% beneficial ownership using 154,075,608 Janus Henderson ordinary shares outstanding as of May 6, 2026, as reported in the company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.

What is the status of the Janus Henderson (JHG) acquisition involving Trian and General Catalyst?

The document notes that Janus Henderson shareholders approved the acquisition on April 16, 2026. The transaction is expected to close in mid-2026, subject to customary closing conditions, including required regulatory approvals and client consents, with progress toward closing described as continuing.

Who are the reporting persons in this Janus Henderson (JHG) Schedule 13D/A?

Named reporting persons include Nelson Peltz, Peter W. May, Trian Fund Management, L.P., Trian Fund Management GP, LLC, and Trian Partners AM Holdco II, Ltd. Each reports the same aggregate beneficial ownership of 25,654,382 shares and shared voting and dispositive power figures.