JANUS HENDERSON GROUP PLC

false 0001274173 0001274173 2026-06-16 2026-06-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2026 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey , Channel Islands 98-1376360 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 201 Bishopsgate EC2M3AE London , United Kingdom (Zip Code) (Address of principal executive offices) +44 (0) 20 7818 1818 (Registrant’s telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $1.50 Per Share Par Value JHG New York Stock Exchange Check the appropriate box below if the Form 8 K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a 12 under the Exchange Act (17 CFR 240.14a 12) ¨ Pre-commencement communications pursuant to Rule 14d 2(b) under the Exchange Act (17 CFR 240.14d 2(b)) ¨ Pre-commencement communications pursuant to Rule 13e 4(c) under the Exchange Act (17 CFR 240.13e 4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b 2 of the Securities Exchange Act of 1934 (§240.12b 2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Explanatory Note As previously announced, on December 21, 2025, Janus Henderson Group plc (the “Company”) entered into the Agreement and Plan of Merger (the “Original Merger Agreement” and, as amended by the Amendment (as defined below), the “Merger Agreement”), 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”), 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. On March 24, 2026, the Company, Parent and Merger Sub entered into Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”), pursuant to which certain terms of the Original Merger Agreement were amended. Subsequently, at the extraordinary general meeting of shareholders of the Company held on April 16, 2026, the shareholders of the Company approved the proposal to approve and adopt the Merger Agreement, as amended or supplemented from time to time, and the transactions contemplated by the Merger Agreement. Item 1.01 Entry into a Material Definitive Agreement. Amendment to Agreement and Plan of Merger On June 16, 2026, the Company entered into a side letter agreement (the “ Side Letter ”) with Parent and Merger Sub, which further supplements and amends certain terms of the Merger Agreement (as further amended and supplemented by the Side Letter, the “ Amended Merger Agreement ”). Pursuant to the terms of the Side Letter, the Company, Parent and Merger Sub have agreed that, among other things: i. the closing of the Merger (the “ Closing ”) shall occur on June 30, 2026, subject to the satisfaction or waiver of all conditions to Closing as set forth in the Amended Merger Agreement, or if any Closing conditions set forth in the Amended Merger Agreement have not been satisfied or waived as of June 30, 2026, then Closing shall occur seven (7) Business Days after the date upon which all Closing conditions set forth in the Amended Merger Agreement have been satisfied or waived (other than those conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or waiver thereof) or on such other date as Parent and the Company mutually agree in writing; ii. conditions related to those regulatory approvals received as of the date of the Side Letter are satisfied as of the date of the Side Letter; and iii. the date after which the Merger Agreement may be terminated if the merger has not occurred on or prior to such date (referred to in the Merger Agreement as the Termination Date), shall be September 20, 2026. The foregoing description of the Side Letter does not purport to be a complete statement and is qualified in its entirety by reference to (a) the Side Letter, which is attached as Exhibit 2.1.1 to this Current Report on Form 8-K and incorporated herein by reference, (b) 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 (the “ SEC ”) and incorporated herein by reference, and (c) the Amendment, which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K filed by the Company on March 24, 2026 with the SEC and incorporated herein by reference. Item 7.01 Regulation FD Disclosure. On June 18, 2026, the Company issued a press release announcing that it has secured the regulatory approvals and client consents required to complete its previously announced take-private transaction. The transaction is expected to close on June 30, 2026, subject to the continued satisfaction of all closing conditions under the Amended Merger Agreement. A copy of the press release 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. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1.1 Side Letter, dated as of June 16, 2026, by and among Janus Henderson Group plc, Jupiter Company Limited, and Jupiter Merger Sub Limited. 2.1.2* + 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 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2025). 2.1.3 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 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2026). 99.1 Press Release, dated as of June 18, 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. + Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. 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 t