Janus Henderson (NYSE: JHG) advances $52 per share take-private with June 30, 2026 closing target
Rhea-AI Filing Summary
Janus Henderson Group plc has taken another key step toward going private. The company entered a side letter with Jupiter Company Limited and Jupiter Merger Sub Limited that further amends the existing merger agreement governing its take-private transaction.
Janus Henderson also announced it has secured all required regulatory approvals and client consents to complete the deal with investment firms Trian and General Catalyst. The transaction is expected to close on June 30, 2026, subject to remaining closing conditions. At closing, Janus Henderson shares not already owned or controlled by Trian will be converted into the right to receive $52.00 per share in cash, after which the company will become privately held and its ordinary shares will be delisted from the New York Stock Exchange.
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Insights
Janus Henderson advances its $52/share take-private, with closing targeted for June 30, 2026.
The filing confirms that Janus Henderson has obtained the regulatory approvals and client consents needed to complete its sale to funds affiliated with Trian and General Catalyst. A side letter further amends the merger agreement, indicating continued negotiation of detailed terms as closing nears.
Shareholders whose stock is not already owned or controlled by Trian are expected to receive $52.00 per share in cash at closing. The company states that completion remains subject to all closing conditions in the amended merger agreement, and reiterates typical forward-looking statement risks around timing, potential litigation, costs, and business disruption.
Upon completion, Janus Henderson will be delisted from the NYSE and become privately held, ending public trading in its shares. As of March 31, 2026, the firm reported approximately US$480 billion in assets under management, underscoring the scale of the asset manager being taken private.
8-K Event Classification
Key Figures
Key Terms
take-private transaction financial
Agreement and Plan of Merger regulatory
Regulation FD Disclosure regulatory
forward-looking statements regulatory
assets under management financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 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 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.
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: June 18, 2026
| JANUS HENDERSON GROUP PLC | ||
| By: | /s/ Sukh Grewal | |
| Name: | Sukh Grewal | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Janus
Henderson Announces Receipt of Required Regulatory Approvals and
Client Consents following Resounding Shareholder Approval of the Trian and General
Catalyst Take-Private Transaction
Anticipates June 30, 2026 Closing Date
June 18, 2026
LONDON -- Janus Henderson Group plc (NYSE: JHG; “Janus Henderson”, or the “Company”) today announced that it has secured the regulatory approvals and client consents required to complete its previously announced take-private transaction with Trian Fund Management, L.P. and its affiliated funds (“Trian”), and General Catalyst Group Management, LLC and its affiliated funds (“General Catalyst”). The receipt of required regulatory approvals and client consents represents a significant milestone toward the completion of the transaction with Trian and General Catalyst following the earlier announced resounding shareholder approval.
The take-private transaction with Trian and General Catalyst is expected to close on June 30, 2026, subject to the continued satisfaction of all closing conditions under the definitive agreement for the transaction.
At the closing, pursuant to the definitive agreement for the transaction dated December 21, 2025, as amended, holders of Janus Henderson shares not already owned or controlled by Trian will be converted into a right to receive $52.00 per share in cash. Upon completion of the transaction, Janus Henderson will become a privately held company, and its ordinary shares will be delisted from the NYSE.
Trian and General Catalyst have great respect for the Janus Henderson team and are excited to partner with them to invest in growth, as a private company for the benefit of its clients.
Forward Looking Statements
Certain statements in this press release 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 press release include, but are not limited to, 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.
About Janus Henderson
Janus Henderson Group is a leading global active asset manager dedicated to helping clients define and achieve superior financial outcomes through differentiated insights, disciplined investments, and world-class service. As of March 31, 2026, Janus Henderson had approximately US$480 billion in assets under management, more than 2,000 employees, and offices in 26 cities worldwide. The firm helps millions of people globally invest in a brighter future together. Headquartered in London, Janus Henderson is listed on the New York Stock Exchange.
About Trian
Trian is a leading investment company with decades of experience bringing an entrepreneurial spirit, deep operational expertise, and an ownership mentality across its public and private investments. Trian's team is a collection of founders, operators, and investors who have served on boards and transformed some of the world's leading and most iconic companies. Trian’s approach is to invest in high-quality businesses with untapped potential and work closely with leadership teams to drive sustainable long-term shareholder value.
About General Catalyst
General Catalyst is a global investment and transformation company with venture at its core. We meet the most ambitious founders where they are from seed to growth stage and beyond to drive resilience and applied AI. With offices in San Francisco, New York City, Boston, Berlin, Bangalore, London, and Washington, D.C., we support entrepreneurs with a long-term view who challenge the status quo and give them access to insanely powerful advantages. General Catalyst has supported the growth of 800+ businesses, including Airbnb, Anduril, Anthropic, Applied Intuition, Commure, Glean, Guild, Gusto, Helsing, Hubspot, Kayak, Livongo, Mistral, Ramp, Samsara, Snap, Stripe, Sword, and Zepto.
Investor enquiries:
Jim Kurtz
Head of Investor Relations
+1 303 336 4529
jim.kurtz@janushenderson.com
Media enquiries:
Candice Sun
Global Head of Corporate Communications
+1 303 336 5452
candice.sun@janushenderson.com