JHG 8-K filed 2026 · insiderdelta

Item 7.01 Regulation FD Disclosure.

On March 25, 2026, Janus Henderson Group plc (the
“ Company ”) issued an investor presentation (the “ Investor Presentation ”) in connection with the
previously announced Agreement and Plan of Merger, dated as of December 21, 2025, as amended by that certain Amendment No. 1 to the Agreement
and Plan of Merger, dated as of March 24, 2026, by and among the Company, 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 ”),
pursuant to which Merger Sub will merge with and into the Company in accordance with the Companies (Jersey) Law 1991, with the Company
continuing as the surviving company and a wholly owned subsidiary of Parent. A copy of the Investor Presentation is furnished as Exhibit
99.1 hereto.

The information in this Item 7.01 and Exhibit
99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “ Exchange Act ”) or otherwise subject to the liabilities of that section, nor shall it
be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as
set forth by specific reference in such filing.

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 Henderson ”) 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.
JHG Janus Henderson Group PLC - 8-K

Item 7.01 - Regulation FD Disclosure

Item 9.01 - Financial Statements and Exhibits
