Janus Henderson Group PLC Files 8-K

TL;DR

Janus Henderson (JHG) filed an 8-K on 12/22/25, reporting a material definitive agreement and other events.

AI Summary

On December 21, 2025, Janus Henderson Group PLC entered into a material definitive agreement. The filing also indicates other events and includes financial statements and exhibits. The company is incorporated in Jersey, Channel Islands, with its principal executive offices in London, United Kingdom.

Why It Matters

This 8-K filing signals a significant event for Janus Henderson Group PLC, potentially impacting its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant changes or obligations for a company, warranting a medium risk assessment.

Key Players & Entities

• JANUS HENDERSON GROUP PLC (company) — Registrant
• December 21, 2025 (date) — Earliest event reported
• December 22, 2025 (date) — Date of report
• 001-38103 (other) — Commission File Number
• Jersey, Channel Islands (location) — Jurisdiction of incorporation
• London, United Kingdom (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $1.50 — nge on which registered Common Stock, $1.50 Per Share Par Value JHG New York Stoc
• $49.00 — be converted into the right to receive $49.00 per Share in cash, without interest (th
• $297,130,000 — o pay Parent a termination fee equal to $297,130,000 in the event that (i) Parent terminates
• $111,420,000 — s behalf, up to an amount not to exceed $111,420,000. In the event this expense reimbursemen
• $222,850,000 — able by the Company would be reduced to $222,850,000. Pursuant to the Merger Agreement, (i)

Filing Documents

• tm2534023d1_8k.htm (8-K) — 58KB
• tm2534023d1_ex2-1.htm (EX-2.1) — 1061KB
• tm2534023d1_ex10-1.htm (EX-10.1) — 111KB
• tm2534023d1_ex99-1.htm (EX-99.1) — 28KB
• tm2534023d1_8kimg001.jpg (GRAPHIC) — 5KB
• tm2534023d1_ex2-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-25-123536.txt ( ) — 1682KB
• jhg-20251221.xsd (EX-101.SCH) — 3KB
• jhg-20251221_lab.xml (EX-101.LAB) — 33KB
• jhg-20251221_pre.xml (EX-101.PRE) — 22KB
• tm2534023d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On December 21, 2025, Janus Henderson Group plc (the " Company "), Jupiter Company Limited, a company incorporated in Jersey (" Parent "), and Jupiter Merger Sub Limited, a company incorporated in Jersey (" Merger Sub "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") providing for the acquisition of the Company by Parent. The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time (the " Effective Time "), Merger Sub will merge with and into the Company (the " Merger ") in accordance with the Companies (Jersey) Law 1991 (the " Companies Law "), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, 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 Merger Agreement) will be converted into the right to receive $49.00 per Share in cash, without interest (the " Merger Consideration "). Each (i) outstanding restricted stock unit (each, a " Company RSU Award ") that is (A) vested in accordance with its terms as of the Effective Time, (B) a matching award granted in connection with purchases made under the Company's employee stock purchase plan, whether vested or unvested or (C) held by a non-employee director of the Company's Board of Directors (the " Board "), whether vested or unvested (each, a " Vested Company RSU Award "), and (ii) outstanding performance restricted stock unit (each, a " Company PSU Award ") where the performance period has been completed as of the Effective Time (each, a " Vested Company PSU Award "), will terminate and be cancelled as of immediately prior to the Effective Time in exchange for

01 Other Events

Item 8.01 Other Events On December 22, 2025, the Company issued a press release announcing its entry into the Merger Agreement. 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

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, including Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such forward-looking 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. 4 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 press release include, but are not limited to, the Company's ability to obtain the regulatory, shareholder and other approvals required to consummate the proposed transaction and the timing of the closi

01 Financial Statements and Exhibits

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*+ Agreement and Plan of Merger, dated as of December 21, 2025, by and among Janus Henderson Group plc, Jupiter Company Limited, and Jupiter Merger Sub Limited. 10.1 Voting and Rollover Agreement, dated as of December 21, 2025, by and among Janus Henderson Group plc and Stockholders party thereto. 99.1 Press Release, dated December 22, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and attachments have been omitted pursuant to the instructions of Form 8-K and Item 601(a)(5) of Regulation S-K. + Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. 6 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 22, 2025 Janus Henderson Group plc By: /s/ Michelle Rosenberg 7

View Full Filing

View this 8-K filing on SEC EDGAR