Janus Henderson Group (OCGN) discloses 10M-share beneficial stake in Ocugen

Rhea-AI Filing Summary

Janus Henderson Group Ltd. reports beneficial ownership of Ocugen, Inc. common stock on a passive basis through its asset management subsidiaries. The asset managers may be deemed the beneficial owner of 10,000,000 Ocugen common stock, including 10,000,000 warrants, representing 3.0% of the common stock class as of June 30, 2026.

All voting and dispositive authority over these securities is held on a shared basis, with no sole voting or dispositive power reported. Economic benefits belong to the underlying managed portfolios, which receive all dividends and sale proceeds, and none of those individual portfolios holds more than five percent of Ocugen’s common stock.

Key Figures

Beneficially owned securities: 10,000,000 common stock including 10,000,000 Warrants Percent of class: 3.0% Shared voting power: 10,000,000 +3 more

6 metrics

Beneficially owned securities 10,000,000 common stock including 10,000,000 Warrants Securities that Janus Henderson asset managers may be deemed to beneficially own for managed portfolios

Percent of class 3.0% Reported percentage of Ocugen common stock class represented by the 10,000,000 securities

Shared voting power 10,000,000 Number of Ocugen securities over which Janus Henderson reports shared power to vote or direct the vote

Sole voting power 0 Number of Ocugen securities over which Janus Henderson reports sole power to vote

Shared dispositive power 10,000,000 Number of Ocugen securities over which Janus Henderson reports shared power to dispose

Sole dispositive power 0 Number of Ocugen securities over which Janus Henderson reports sole power to dispose

Key Terms

beneficial owner, dispositive power, Managed Portfolios, parent holding company, +1 more

5 terms

beneficial owner financial

"the Asset Managers may be deemed to be the beneficial owner of 10,000,000 common stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

dispositive power financial

"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 10,000,000.00"

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.

Managed Portfolios financial

"collectively referred to herein as Managed Portfolios"

parent holding company financial

"Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company"

Schedule 13G regulatory

"If a parent holding company has filed this schedule, pursuant to (ii)(G)"

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.

FAQ

What percentage of Ocugen (OCGN) does Janus Henderson Group report owning?

Janus Henderson Group Ltd. reports beneficial ownership of 3.0% of Ocugen’s common stock. This reflects securities managed across various investment portfolios, where the underlying clients, not Janus Henderson, receive dividends and proceeds from any sale of the securities.

How many Ocugen (OCGN) shares and warrants are reported by Janus Henderson?

The filing states Janus Henderson’s asset managers may be deemed beneficial owners of 10,000,000 Ocugen common stock, including 10,000,000 warrants. These positions are held in managed portfolios for clients, which receive all dividends and sale proceeds.

Does Janus Henderson have sole voting power over its Ocugen (OCGN) holdings?

No. The filing reports 0 shares with sole voting power and 10,000,000 shares with shared voting power. Voting and investment decisions are generally exercised by affiliated asset managers on behalf of their managed portfolios.

Who receives dividends and sale proceeds from the Ocugen (OCGN) securities reported by Janus Henderson?

According to the filing, the managed portfolios have the right to receive all dividends and proceeds from sales of Ocugen securities. Janus Henderson and its asset managers disclaim ownership of these economic rights, which belong to their underlying clients.

Do any individual Janus Henderson portfolios own over 5% of Ocugen (OCGN)?

No. The filing states that none of the managed portfolios own more than five percent of Ocugen’s common stock. The reported 3.0% stake aggregates holdings across multiple portfolios managed by Janus Henderson’s asset management subsidiaries.

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

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Available on EDGAR 08/13/2026 - 12:42 PM Accepted by SEC EDGAR 08/13/2026 - 12:41 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

OCUGEN, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

67577C105

(CUSIP Number)

06/30/2026

(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): 67577C105

1

Names of Reporting Persons

JANUS HENDERSON GROUP Ltd.

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 10,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,000,000.00

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)

3.0 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: OCUGEN, INC.
(b)	Address of issuer's principal executive offices: 11 GREAT VALLEY PARKWAY MALVERN, PA 19355
Item 2.
(a)	Name of person filing: Janus Henderson Group Ltd. In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Janus Henderson Group Ltd. It does not include securities, if any, beneficially owned by Janus Henderson Group Ltd.s ultimate parent Jupiter Topco LLC, the direct or indirect owners of Jupiter Topco LLC, or other persons that may be deemed under control of such owners. Any beneficial ownership by such persons has been disaggregated from that of Janus Henderson Group Ltd. in accordance with the release.
(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 No.: 67577C105
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 Ltd. (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, Victory Park Capital Advisors LLC, and Richard Berstein 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 10,000,000 common stock, including 10,000,000 Warrants of Ocugen, 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: 3.0 %
(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: 10000000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 10000000
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, none own more than five percent of the common stock of Ocugen, Inc.
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)(J), so indicate under Item 3(j) 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.

JANUS HENDERSON GROUP Ltd.

Signature:	Kristin Mariani
Name/Title:	Head of North America Compliance
Date:	08/13/2026

Exhibit Information

Exhibit 24: Power of Attorney Exhibit 99: Item 7