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Janus Henderson Discloses 8.5% Stake in Ziff Davis (ZD)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Janus Henderson Group plc reports a sizable passive stake in Ziff Davis common stock, disclosing beneficial ownership of 3,568,911 shares representing 8.5% of the class at the reporting level. The filing also shows certain Janus Henderson subsidiaries (JHIUS and related advisers) may be deemed to beneficially own 3,467,767 shares (reported as 8.2%), with shared voting and dispositive power on those shares.

The filing classifies the reporting person as an investment adviser and holding company, states that the holdings are managed through registered investment-adviser subsidiaries for managed portfolios, and certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

Positive

  • Beneficial ownership above 5%: reporting of 3,568,911 shares (8.5%), which is a material disclosed stake.
  • Clear passive intent: certification states holdings are in the ordinary course of business and not to influence control.
  • Managed via regulated advisers: subsidiaries identified as registered investment advisers managing portfolios.
  • Voting/dispositive power disclosed: reporting shows shared voting and shared dispositive power on the disclosed shares.

Negative

  • None.

Insights

TL;DR: A material passive stake above 5% disclosed; significant size but explicitly held in the ordinary course, not for control.

The filing shows Janus Henderson at the parent level reports 3,568,911 shares (8.5%) and related advisory subsidiaries report 3,467,767 shares (8.2%). Both figures are material for a public company because they exceed the 5% reporting threshold. The statement that the positions are held in the ordinary course and not to influence control limits governance implications; however, disclosure of this scale of ownership is important to shareholders and may affect voting aggregates and stewardship engagement visibility.

TL;DR: Ownership structure and adviser classification are clear; filing emphasizes passive intent and adviser oversight via subsidiaries.

The registrant is identified as an investment adviser/holding company and the submission identifies indirect subsidiaries (JHIUS, JHIUKL, JHIAIFML) that act as registered investment advisers furnishing advice to managed portfolios. The filing includes a power-of-attorney authorizing compliance filings, and a certification that the securities were not acquired to change or influence control. These facts point to portfolio-management activity rather than an active control campaign.






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)






SCHEDULE 13G





SCHEDULE 13G



JANUS HENDERSON GROUP PLC
Signature:Kristin Mariani
Name/Title:Head of North America Compliance, CCO
Date:08/14/2025
Exhibit Information

POWER OF ATTORNEY The undersigned, Janus Henderson Group plc ("the Company"), does hereby make, constitute and appoint each of Kristin Mariani and Caroline Barotti acting severally, as its true and lawful attorneys in-fact, for the purpose of, from time to time, executing in its name and on its behalf, whether the Company individually or as representative of others, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including, without limitation, Forms 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to each such attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by an attorney-in-fact named herein shall be conclusively evidenced by such person's execution, delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof and shall remain in full force and effect until either revoked in writing by the Company, or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates. IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be executed as of this 9th day of December, 2022. Janus Henderson Group plc By: /s/ Michelle Rosenberg Name: Michelle Rosenberg Title: General Counsel and Company Secretary

FAQ

How many Ziff Davis (ZD) shares does Janus Henderson report owning?

The filing discloses that Janus Henderson reports beneficial ownership of 3,568,911 shares at the parent reporting level and related subsidiaries report 3,467,767 shares.

What percentage of Ziff Davis does Janus Henderson's stake represent?

The parent-level aggregate is reported as 8.5% of the class, while the subsidiaries' stake is reported as 8.2%.

Is this a passive holding or an attempt to influence control of Ziff Davis (ZD)?

The filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control.

Through what entities does Janus Henderson hold these shares?

The filing identifies indirect subsidiaries (including JHIUS, JHIUKL, and JHIAIFML) as registered investment advisers furnishing advice to managed portfolios.

What classification is used for the reporting person?

The reporting person is classified as IA (investment adviser) and HC (holding company) in the filing.
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