JHG Janus Henderson Group PLC - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Agreement and Plan of Merger

On March 24, 2026, Janus Henderson Group plc (the
“ Company ”), entered into Amendment No. 1 to the Agreement and Plan of Merger (the “ Amendment ”) with
Jupiter Company Limited, a company incorporated in Jersey (“ Parent ”), and Jupiter Merger Sub Limited, a company incorporated
in Jersey and a wholly owned subsidiary of Parent (“ Merger Sub ”), which amends the previously announced Agreement and
Plan of Merger, dated as of December 21, 2025 (the “ Original Merger Agreement ” and, the Original Merger Agreement as
amended, supplemented and otherwise modified by the Amendment, the “ Amended Merger Agreement ”), pursuant to which Merger
Sub will merge with and into the Company (the “ Merger ”) in accordance with the Companies (Jersey) Law 1991, with the
Company continuing as the surviving company and a wholly owned subsidiary of Parent. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Amended Merger Agreement.

Under the terms of the Amendment, the Company,
Parent and Merger Sub have agreed, as compared to the Original Merger Agreement and among other things, to:

i.

increase the cash consideration to be paid by Parent for each ordinary share, par value $1.50 per share,
of the Company (collectively, the “ Shares ”) issued and outstanding immediately prior to the Effective Time (except
for shares held by Parent and as otherwise provided in the Amended Merger Agreement) from $49.00 to $52.00 per Share in cash, without
interest;

ii.

modify the amount payable by the Company if either Parent or the Company terminates the Amended Merger
Agreement because of the failure to obtain the Required Company Vote from a reimbursement of certain fees and expenses actually incurred
by or on Parent’s behalf, not to exceed $111,420,000, to a fixed payment of $118,200,000 (the “ Expense Reimbursement Payment ”);

iii.

increase the fees payable by the Company upon termination of the Amended Merger Agreement under specified
circumstances (including if the Company terminates the Amended Merger Agreement in order to enter into an alternative transaction that
constitutes a Superior Proposal), from (a) $297,130,000 to $394,000,000 if the Expense Reimbursement Payment has not been paid or (b)
$222,850,000 to $275,800,000 if the Expense Reimbursement Payment has been paid;

iv.

allow the Company to declare, set aside or pay a quarterly dividend not to exceed $1.00 per share of Company
Common Stock beginning with fiscal quarters commencing on or after July 1, 2026, with declaration and payment dates consistent with past
practice, and subject to the prior satisfaction or waiver by Parent of certain conditions, including (but not limited to) receipt of the
(a) Required Company Vote to approve the Merger and (b) required Client Consent Percentage; and

v.

allow Parent to, following receipt of the Required Company Vote and subject to compliance with Applicable
Law, make available to employees of the Company capacity for rollover and other equity purchase and/or participation opportunities, such
employees to be identified based on their expressed interest and in consultation with senior management of the Company, provided that
no such opportunity shall create any obligation or other liability of the Company prior to the Closing.

The foregoing description of the Amendment and
the Amended Merger Agreement does not purport to be a complete statement and is qualified in its entirety by reference to the Amendment,
which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference, and the Original Merger Agreement,
which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K filed by the Company on December 22, 2025 with the
Securities and Exchange Commission and incorporated herein by reference.

Item 8.01 Other Events.

On March 24, 2026, the Company
issued a press release announcing the signing of the Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

Forward Looking Statements

Certain statements in this Form 8-K not based
on historical facts are “forward-looking statements” within the meaning of the federal securities laws. Such forward-looking
statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance
or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies,
objectives, events, conditions, financial performance, prospects or future events, including with respect to the timing and anticipated
benefits of pending and recently completed transactions and strategic partnerships, and expectations regarding opportunities that align
with our strategy. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,”
“expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” “continue,” “likely,” “will,” “would,”
and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable
by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which
speak only as of the date they are made and are not guarantees of future performance. We do not undertake any obligation to publicly update
or revise these forward-looking statements.

Various risks, uncertainties, assumptions and
factors that could cause our future results to differ materially from those expressed by the forward-looking statements included in this
Form 8-K include, but are not limited to, the impact of any alternative proposal, Janus Henderson’s ability to obtain the regulatory,
shareholder and other approvals required to consummate the proposed transaction and the timing of the closing of the proposed transaction,
including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of
the proposed transaction would not occur, the outcome of any legal proceedings that may be instituted against the parties and others related
to the merger agreement, that shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of
the proposed transaction or result in significant costs of defense, indemnification and liability, unanticipated difficulties or expenditures
relating to the proposed transaction, including the impact of the transaction on Janus Henderson’s business, that the proposed transaction
generally may involve unexpected costs, liabilities or delays, that the business of Janus Henderson may suffer as a result of uncertainty
surrounding the proposed transaction or the identity of the purchaser, that Janus Henderson may be adversely affected by other economic,
business, and/or competitive factors, including the net asset value of assets in certain of Janus Henderson’s funds, and/or potential
difficulties in employee retention as a result of the announcement and pendency of the proposed transaction, changes in interest rates
and inflation, changes in trade policies (including the imposition of new or increased tariffs), volatility or disruption in financial
markets, our investment performance as compared to third-party benchmarks or competitive products, redemptions, and other risks, uncertainties,
assumptions, and factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, and in other filings or furnishings
made by Janus Henderson with the SEC from time to time.

Important Additional Information and Where
to Find It

In connection with the proposed transaction, Janus
Henderson Group plc (“ Janus Henderso n”) filed a definitive proxy statement with the U.S. Securities and Exchange Commission
(the “ SEC ”) on March 11, 2026, which was first mailed to Janus Henderson’s shareholders on or about March 12,
2026. Janus Henderson and affiliates of Janus Henderson jointly filed a transaction statement on Schedule 13E-3 on March 11, 2026. Janus
Henderson may also file other documents with the SEC regarding the proposed transaction, including amendments or supplements to the proxy
statement or Schedule 13E-3. This communication is not a substitute for the proxy statement, the Schedule 13E-3 or any other document
that may be filed by Janus Henderson with the SEC. INVESTORS AND SECURITY HOLDERS OF JANUS HENDERSON ARE URGED TO READ THE PROXY STATEMENT,
THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain the proxy statement and the Schedule 13E-3 and other documents that are
filed with the SEC by Janus Henderson free of charge from the SEC’s website at https://www.sec.gov or through the investor relations
section of Janus Henderson’s website at https://ir.janushenderson.com.

Participants in the Solicitation

Janus Henderson and its directors and certain
of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Janus Henderson’s
shareholders in connection with the proposed transaction. Information about the directors and executive officers of Janus Henderson and
their ownership of Janus Henderson common shares is contained in the definitive proxy statement for Janus Henderson’s 2025 annual
meeting of shareholders (the “ Annual Meeting Proxy Statement ”), which was filed with the SEC on March 21, 2025, including
under the headings “Proposal 1: Election of Directors,” “Corporate Governance,” “Board Compensation,”
“Proposal 2: Advisory Say-on-Pay Vote on Executive Compensation,” “Executive Compensation,” “Executive Compensation
Tables,” “Securities Ownership of Certain Beneficial Owners and Management” and “Our Executive Officers.”
Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders
of Janus Henderson in connection with the proposed transaction, including a description of their direct or indirect interests, by security
holdings or otherwise, has been included in the definitive proxy statement relating to the proposed transaction. To the extent holdings
of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual
Meeting Proxy Statement, such information has been or will be reflected on the Statements of Change in Ownership of Janus Henderson on
Forms 3 and 4 filed with the SEC. Free copies of the proxy statement relating to the proposed transaction and free copies of the other
SEC filings to which reference is made in this paragraph may be obtained from the SEC’s website at https://www.sec.gov or through
the investor relations section of Janus Henderson’s website at https://ir.janushenderson.com.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The exhibits listed on the Exhibit Index are incorporated
herein by reference.

Exhibit

Number

Description

2.1*

Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 24, 2026, by and among Janus Henderson Group plc, Jupiter Company Limited, and Jupiter Merger Sub Limited.

99.1

Press Release, dated as of March 24, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.