[SCHEDULE 13G] Minerva Neurosciences, Inc. Passive Investment Disclosure (>5%)
Janus Henderson Discloses 9.9% Stake in Minerva
Minerva Neurosciences disclosed that Janus Henderson Group plc reports beneficial ownership of 9.9% of its common stock, representing 4,307,759 shares.
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Minerva Neurosciences disclosed that Janus Henderson Group plc reports beneficial ownership of 9.9% of its common stock, representing 4,307,759 shares. The filing states the holdings include 9,000 pre-funded Series A Warrants and 4,500 Series A Warrants, held through multiple Janus Henderson asset managers that exercise shared voting and dispositive power on behalf of managed portfolios.
The filing notes that the asset managers generally exercise voting and investment discretion for client accounts and that the managed portfolios (not Janus Henderson) have the right to receive dividends and sale proceeds; one fund is identified as holding more than 5% of the class. The filing is dated 03/31/2026 with signature dated 5/15/2026.
Insights
Janus Henderson discloses a near-10% stake via pooled managed accounts.
Janus Henderson Group plc reports beneficial ownership of 4,307,759 shares, equal to 9.9% of Minerva common stock, held through multiple Asset Managers that exercise shared voting and dispositive power on behalf of managed portfolios.
Concentration is concentrated in managed accounts rather than direct proprietary holdings; one fund is identified as holding more than 5%. Subsequent filings may show changes if managed-portfolio allocations are rebalanced.
The filing follows Schedule 13G disclosure conventions for passive/managed holdings.
The statement clarifies that Asset Managers may be deemed beneficial owners because they exercise voting/dispositive discretion for client accounts, while disclaiming rights to dividends or sale proceeds for those managers. It also references an Exhibit identifying the acquiring subsidiary.
Note the irrevocable delegation language affecting reporting status for the identified fund; any material change in control or voting intention would require updated filings.
Key Figures
Beneficially owned shares:4,307,759 sharesPercent of class:9.9%Pre-funded Series A Warrants:9,000 warrants+3 more
6 metrics
Beneficially owned shares4,307,759 sharesAmount beneficially owned reported in Schedule 13G
Percent of class9.9%Percent of Minerva common stock reported
Pre-funded Series A Warrants9,000 warrantsIncluded in the beneficial ownership total
Series A Warrants4,500 warrantsIncluded in the beneficial ownership total
Sole voting power0 sharesSole power to vote reported as zero
Shared voting power4,307,759 sharesShared power to vote as reported
Key Terms
Schedule 13G, pre-funded Series A Warrants, beneficial ownership, Managed Portfolios
4 terms
Schedule 13Gregulatory
"Janus Henderson Group plc reports beneficial ownership on Schedule 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
pre-funded Series A Warrantsfinancial
"including 9,000 pre-funded Series A Warrants and 4,500 Series A Warrants"
beneficial ownershipregulatory
"may be deemed to be the beneficial owner of 4,307,759 common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Managed Portfoliosfinancial
"held in their respective accounts referred to herein as Managed Portfolios"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Janus Henderson report in Minerva Neurosciences (NERV)?
Janus Henderson reports beneficial ownership of 4,307,759 shares, representing 9.9% of Minerva's common stock. These holdings are held through multiple managed portfolios for which Janus Henderson asset managers exercise voting and investment discretion.
Do Janus Henderson’s asset managers have sole voting power over the shares?
No. The filing states the asset managers report 0 shares of sole voting power and 4,307,759 shares of shared voting power, indicating voting/dispositive authority is exercised jointly on behalf of managed accounts.
Are any warrants included in the disclosed position?
Yes. The disclosure specifies the position includes 9,000 pre-funded Series A Warrants and 4,500 Series A Warrants as part of the total 4,307,759 beneficially owned shares reported by Janus Henderson.
Which managed portfolio holds more than 5% of Minerva common stock?
Janus Henderson Biotech Innovation Master Fund Ltd. is identified as a managed portfolio that holds the right to receive dividends or proceeds exceeding 5% of Minerva's common stock, per the filing's Item 6 disclosure.
Does Janus Henderson claim economic ownership of the shares?
The filing disclaims dividend and sale-proceeds rights for the Asset Managers. It explains the asset managers exercise voting/dispositive discretion for client accounts, while the managed portfolios themselves hold economic rights to dividends and sale proceeds.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MINERVA NEUROSCIENCES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
603380205
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
603380205
1
Names of Reporting Persons
JANUS HENDERSON GROUP PLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,307,759.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,307,759.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,307,759.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
MINERVA NEUROSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
1500 DISTRICT AVENUE
BURLINGTON, MA 01803
Item 2.
(a)
Name of person filing:
Janus Henderson Group plc
(b)
Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom
(c)
Citizenship:
Y9
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
603380205
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Janus Henderson Group plc (JHG) is the ultimate parent of a number of SEC-registered investment advisers and foreign equivalents thereof, including but not limited to Janus Henderson Investors US LLC, Janus Henderson Investors UK Limited, Janus Henderson Investors Australia Institutional Funds Management Limited, Janus Henderson Investors Middle East Limited, Janus Henderson Investors (Jersey) Limited, Janus Henderson Investors (Japan) Limited, Janus Henderson Investors (Singapore) Limited, Kapstream Capital Pty Limited, Privacore Capital Advisors LLC, Tabula Investment Management Limited, and Victory Park Capital Advisors LLC (each, an Asset Manager and together, the Asset Managers). The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include investment companies, other investment advisers, institutional separate accounts and retail separate accounts (collectively referred to herein as Managed Portfolios).
As a result of their exercise of investment and/or voting discretion on behalf of the Managed Portfolios, the Asset Managers may be deemed to be the beneficial owner of 4,307,759 common stock, including 9,000 pre-funded series A Warrants and 4,500 series A Warrants of Minerva Neurosciences, Inc. However, the Asset Managers do not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaim any ownership associated with such rights.
(b)
Percent of class:
9.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
4307759
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
4307759
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts.
Of the Managed Portfolios, only the Janus Henderson Biotech Innovation Master Fund Ltd. has the right to receive dividends from, or the proceeds from the sale of, more than five percent of the common stock of Minerva Neurosciences, Inc. Due to an irrevocable delegation of investment and voting discretion to an Asset Manager on less than 60 days notice, the Fund is not considered a Reporting Person under Section 13(d) and (g).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please refer to Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
