JANUS HENDERSON GROUP PLC

false --12-31 0001274173 JANUS HENDERSON GROUP PLC 0001274173 2026-06-30 2026-06-30 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 30, 2026 Commission File Number 001-38103 JANUS HENDERSON GROUP LTD. (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) Janus Henderson Group plc December 31 (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 Introductory Note On June 30, 2026 (the “ Closing Date ”), Jupiter Company Limited, a company incorporated in Jersey (“ Parent ”), completed the previously announced acquisition of Janus Henderson Group plc (the “ Company ”), pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of December 21, 2025 (the “ Original Merger Agreement ”), by and among the Company, Parent and Jupiter Merger Sub Limited, a company incorporated in Jersey and a wholly owned subsidiary of Parent (“ Merger Sub ”), as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 24, 2026 (the “ Amendment ”), and as further amended and supplemented by the side letter agreement, dated as of June 16, 2026 (the “ Side Letter ” and, the Original Merger Agreement, as amended, supplemented and otherwise modified by the Amendment and the Side Letter, the “ Amended Merger Agreement ”). Pursuant to the terms of the Amended Merger Agreement, Merger Sub merged with and into the Company (the “ Merger ”) in accordance with the Companies (Jersey) Law 1991, with the Company surviving such Merger as a wholly owned subsidiary of Parent and changing its name to “ Janus Henderson Group Ltd. ” (also referred to herein as the “ Surviving Company ”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended Merger Agreement. Item 1.01. Entry into a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. On the Closing Date, concurrently with the closing of the Merger, the Surviving Company, as holdings, and Janus Henderson US (Holdings) Inc. (as survivor of the merger among Jupiter Borrower, Inc. and Janus Henderson US (Holdings) Inc.), as the parent borrower, entered into that certain Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders from time to time party thereto and the subsidiary borrowers from time to time party thereto (the “ Credit Agreement ”), which provides for (a) a senior secured first-lien term loan facility in an aggregate principal amount of $2,900,000,000 (which was fully drawn on the Closing Date) and (b) a senior secured first-lien revolving credit facility in the aggregate principal amount of $500,000,000 (which was not drawn on the Closing Date). The obligations under the Credit Agreement are secured on a first priority basis by substantially all assets of the borrowers and the guarantors (including, on the Closing Date, the Surviving Company and certain of its subsidiaries), in each case, subject to certain exclusions and exceptions. The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of their respective types. Item 1.02. Termination of Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. Cancellation and Termination of Existing Credit Facility In connection with the completion of the Merger, the Company issued a notice, dated June 25, 2026, to cancel and terminate, effective as of the Closing Date, the revolving credit facility agreement, dated as of June 30, 2023 (as amended, supplemented or otherwise modified from time to time, the “ Revolving Credit Facility Agreement ”), by and between the Company and Bank of America Europe Designated Activity Company, as facility agent. The Revolving Credit Facility Agreement provided for an unsecured $200,000,000 revolving credit facility (the “ Facility ”). As of the Closing Date, the Facility was undrawn. Guardian Warrant In connection with the Merger, the Warrant to Purchase Ordinary Shares, dated as of June 30, 2025, issued by the Company to The Guardian Life Insurance Company of America ceased to be outstanding. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Pursuant to the Amended 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 of the Merger (the “ Effective Time ”) (except for Shares held by Parent and as otherwise provided in the Amended Merger Agreement) was converted into the right to receive $52.00 per Share in cash, without interest (the “ Merger Consideration ”). Also at the Effective Time: · each (i) outstanding restricted stock unit (each, a “ Company RSU Award ”) that was (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, 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 had been completed (each, a “ Vested Company PSU Award ”), terminated and were cancelled as of immediately prior to the Effective Time and were exchanged for the right to receive a lump sum cash payment equal to (a) (1) the Merger Consideration, multiplied by (2) the number of Shares subject to such Vested Company RSU Award or Vested Company PSU Award immediately prior to the Effective Time (in the case of Vested Company PSU Awards, any applicable performance goals were deemed satisfied based on actual performance), plus (b) the amount of any accrued but unpaid d