SEC Form 4 · accession 0001193125-26-295183
Janus Henderson Group Ltd. · JHG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 30, 2026
Accepted (ET)
Jul 2, 2026 · 9:02 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001274173
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Jun 30, 2026 | J | 25,136,205 | — | D | 0 | I | Please see explanation below |
| Common StockF4,F3 | Jun 30, 2026 | D | 518,177 | $52.00 | D | 0 | I | Please see explanation below |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 30, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of December 21, 2025 (as amended, including by Amendment No. 1 dated March 24, 2026, and a side letter dated June16, 2026, the "Merger Agreement"), among the Issuer, Jupiter Company Limited ("Parent") and Jupiter Merger Sub Limited ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent and changing its name to "Janus Henderson Group Ltd.". At the effective time of the Merger (the "Effective Time"), each ordinary share, par value $1.50 per share, of the Issuer (the "Ordinary Shares") (except for Ordinary Shares held by Parent and as otherwise provided in the Merger Agreement) was converted into the right to receive $52.00 per Ordinary Share in cash, without interest (the "Merger Consideration")
- F2Immediately prior to the Effective Time, certain funds (the "Trian Funds") managed by Trian Fund Management, L.P. ("Trian Management") contributed 25,136,205 Ordinary Shares to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value.
- F3Trian Management serves as the management company for the Trian Funds and as such determines the investment and voting decisions of the Trian Funds with respect to the shares of the Issuer which they hold. Mr. Baldwin is a member of the Investment Committee and a partner of Trian Management, and a limited partner or member of certain affiliates of the Trian Funds and as such has an indirect interest in the shares of the Issuer held by the Trian Funds. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Baldwin is a director of the Issuer.
- F4Represents Ordinary Shares beneficially owned by the Trian Funds that were converted into the right to receive the Merger Consideration.