Janus Henderson (JHG) agrees to $49 cash buyout backed by $1B MassMutual commitment

Rhea-AI Filing Summary

Janus Henderson Group plc has agreed to be acquired in an all-cash merger. Under a Merger Agreement with Jupiter Company Limited and its merger subsidiary, each outstanding Ordinary Share will be converted into the right to receive $49.00 in cash per share, except for shares specified otherwise in the agreement.

Massachusetts Mutual Life Insurance Company filed this Schedule 13D reporting that it beneficially owns less than 0.1% of Janus Henderson’s shares through advisory accounts. In connection with the transaction, MassMutual has committed, via a preferred equity commitment letter, to contribute up to $1,000,000,000 to the acquirer’s parent in exchange for preferred equity, subject to closing conditions. If the merger is completed, Janus Henderson plans to delist from the New York Stock Exchange and deregister its shares under U.S. securities laws.

Positive

• Cash merger consideration of $49.00 per share provides a defined all-cash exit price for each outstanding Ordinary Share, subject to the terms and conditions of the Merger Agreement.
• Up to $1,000,000,000 preferred equity commitment from MassMutual supports the acquirer’s financing structure for the transaction, reducing uncertainty around funding for the agreed cash consideration.

Negative

• Planned delisting and deregistration of Janus Henderson shares following completion of the merger means investors would lose access to a publicly traded stock and ongoing SEC reporting for the company.

Insights

M&A and capital structure analyst

JHG agreed to a $49 cash buyout, backed by MassMutual’s up to $1B preferred equity commitment.

The disclosure shows that Janus Henderson Group plc entered into a Merger Agreement under which each Ordinary Share will receive $49.00 in cash, subject to stated exceptions and conditions. This represents a full cash exit for existing shareholders if the merger closes, with the company becoming a wholly owned subsidiary of the acquiring parent.

MassMutual reports beneficial ownership of less than 0.1% of JHG’s outstanding Ordinary Shares through advisory accounts, while also committing up to $1,000,000,000 in preferred equity financing to the acquirer’s parent under an Equity Commitment Letter. The filing notes that, if the merger is consummated, JHG intends to delist its shares from the New York Stock Exchange and deregister them under the Exchange Act, meaning the stock would cease to trade publicly and ongoing SEC reporting would end.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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
1295 State Street,
Springfield, MA, 01111
(800) 767-1000

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

12/21/2025

(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).

SCHEDULE 13D

CUSIP No. G4474Y214

1

Name of reporting person

MASSACHUSETTS MUTUAL LIFE INSURANCE CO

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 9,283.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 9,283.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,283.00

12

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

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

IC

Comment for Type of Reporting Person:

The Reporting Person's beneficial ownership is less than 0.1%.

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 Statement on Schedule 13D (this "Schedule 13D") relates to 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").
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by: Massachusetts Mutual Life Insurance Company ("MassMutual"). Information regarding each director and executive officer of MassMutual is set forth on Schedule I attached hereto as Exhibit 99.1 and is incorporated herein by reference in this Item 2.
(b)	The principal business address of MassMutual is 1295 State Street, Springfield, MA, 01111.
(c)	The principal business of MassMutual is that of a diversified financial services organization providing financial products and services that include mutual funds, money management, trust services, retirement planning products, life insurance, annuities, disability income insurance, and long-term care insurance.
(d)	During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	MassMutual is a Massachusetts mutual life insurance company.
Item 3.	Source and Amount of Funds or Other Consideration
	The securities reported herein were acquired through advisory accounts of MassMutual. The information set forth or incorporated in Items 4 and 5 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 3.
Item 4.	Purpose of Transaction
	On December 21, 2025, the Issuer, Jupiter Company Limited, a company incorporated in Jersey ("Parent"), and Jupiter Merger Sub Limited, a company incorporated in Jersey ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for the acquisition of the Issuer by Parent. The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time ("Effective Time"), Merger Sub will merge with and into the Issuer (the "Merger") in accordance with the Companies (Jersey) Law 1991 (the "Companies Law"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each Ordinary Share issued and outstanding immediately prior to the Effective Time (except for shares held by Parent and as otherwise provided in the Merger Agreement) will be converted into the right to receive $49.00 per Ordinary Share in cash, without interest (the "Merger Consideration"). If the Merger is consummated, the Issuer intends to delist the Ordinary Shares from the New York Stock Exchange and deregister such shares under the Exchange Act. In connection with the Merger Agreement, on December 21, 2025, Parent, at the direction of Trian Fund Management, L.P. and its affiliates (collectively, "Trian") and General Catalyst Group Management, LLC and its affiliates (collectively, "General Catalyst" and, together with Trian, the "Sponsors"), entered into a preferred equity commitment letter (the "Equity Commitment Letter") with MassMutual. Pursuant to the terms of the Equity Commitment Letter, MassMutual has committed to contribute to Parent up to $1,000,000,000 at the closing of the Merger in exchange for certain preferred equity interests of TopCo (the "Transaction"), subject to the completion of the Merger and the satisfaction of customary conditions set forth in the Equity Commitment Letter. The foregoing descriptions of the Merger Agreement and Equity Commitment Letter do not purport to be complete and are qualified in their entirety by reference to the text of such agreements, which with respect to (i) the Merger Agreement has been filed as an exhibit to the Issuer's Report on Form 8-K filed with the Securities and Exchange Commission on December 22, 2025, and (ii) the Equity Commitment Letter has been filed as an exhibit to this Schedule 13D, and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Calculations of the percentage of Ordinary Shares beneficially owned assumes that there are a total of 154,476,408 Ordinary Shares outstanding (as reported in the Form 10-Q filed by the Issuer on October 30, 2025). The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Person and, for the Reporting Person, the number of Ordinary Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover page of this Schedule 13D and are incorporated herein by reference. As of December 22, 2025, MassMutual may be deemed to beneficially own 9,283.527 Ordinary Shares held in advisory accounts over which a wholly-owned subsidiary of MassMutual may be deemed to have dispositive power. None of the Reporting Persons has any pecuniary interest in such 9,283.527 Ordinary Shares as such term is used for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). By virtue of the Equity Commitment Letter, MassMutual and Trian may be deemed to be acting as a group for purposes of Rule 13d-5 under the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that MassMutual and Trian are members of any such group. The beneficial ownership of MassMutual reported herein does not include any Ordinary Shares beneficially owned by Trian and MassMutual expressly disclaims beneficial ownership of all securities beneficially owned by Trian. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the beneficial owner of Ordinary Shares referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(b)	See Item 5(a) above.
(c)	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.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth or incorporated in Items 3 and 4 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Preferred Equity Commitment Letter, dated as of December 21, 2025, by and among Massachusetts Mutual Life Insurance Company and Jupiter Parent Limited. Exhibit 99.2 Schedule I to Schedule 13D Exhibit 99.3 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 CO

Signature:	/s/ Jaime Genua
Name/Title:	Jaime Genua, Assistant Secretary
Date:	12/23/2025

FAQ

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

The content describes an Agreement and Plan of Merger under which Janus Henderson Group plc will be acquired by Jupiter Company Limited through a merger of a subsidiary into Janus Henderson, leaving Janus Henderson as a wholly owned subsidiary of the acquirer.

How much will Janus Henderson (JHG) shareholders receive per share in the merger?

Each Ordinary Share of Janus Henderson Group plc issued and outstanding immediately before the effective time will be converted into the right to receive $49.00 in cash per share, without interest, except for shares held by the parent and other exceptions specified in the Merger Agreement.

What role does Massachusetts Mutual Life Insurance Company play in this Janus Henderson deal?

Massachusetts Mutual Life Insurance Company filed a Schedule 13D reporting beneficial ownership of less than 0.1% of Janus Henderson’s Ordinary Shares through advisory accounts, and it entered into a preferred equity commitment letter under which it may contribute up to $1,000,000,000 to the acquirer’s parent in exchange for preferred equity at the merger closing.

How many Janus Henderson (JHG) shares does MassMutual report as beneficially owned?

The filing states that MassMutual’s beneficial ownership represents 0.1% of the class of Janus Henderson’s Ordinary Shares, with beneficial ownership reported as less than 0.1% in the type-of-reporting-person comment.

What happens to Janus Henderson’s stock listing if the merger closes?

If the merger is consummated, Janus Henderson Group plc intends to delist its Ordinary Shares from the New York Stock Exchange and to deregister the shares under the Exchange Act, ending public trading and SEC reporting for the stock.

Why did Massachusetts Mutual Life Insurance Company file a Schedule 13D related to JHG?

MassMutual filed the Schedule 13D to report its beneficial ownership in Janus Henderson’s Ordinary Shares and to disclose its participation in the transaction through the Equity Commitment Letter, under which it agreed to provide up to $1,000,000,000 in preferred equity financing to the acquiring parent.