JHG / Janus Henderson Group plc - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Sukh Grewal To Succeed Roger Thompson as Janus Henderson Chief Financial Officer Grewal will retain role as Head of Strategy & Corporate Development

Exhibit 99.1 Sukh Grewal To Succeed Roger Thompson as Janus Henderson Chief Financial Officer Grewal will retain role as Head of Strategy & Corporate Development LONDON – August 18, 2025 – Janus Henderson Group plc (NYSE: JHG, “Janus Henderson,” or “the firm”) today announced that Sukh Grewal, in addition to his current role as Head of Strategy & Corporate Development, has been appointed Chief Fin

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): August 15, 2025 JANUS HENDERSON G

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): August 15, 2025 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commissi

Form of US DIP Share Unit (RSU) Award Agreement for CEO special award granted under the Janus Henderson Group plc 2022 Deferred Incentive Plan effective May 12, 2025

Exhibit 10.3 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP SHARE UNIT (RSU) AWARD AGREEMENT CEO SPECIAL AWARD Janus Henderson Group plc (the “Company”) grants to Ali Dibadj (the “Grantee”), effective as of May 12, 2025 (the “Grant Date”), a deferred incentive award in the form of Share Units (the “DIP Share Unit Award”) as described below, subject to the terms and conditions set fort

Settlement Agreement dated May 16, 2025, between Janus Henderson Administration UK Limited and James Lowry

Exhibit 10.4 WITHOUT PREJUDICE SUBJECT TO CONTRACT SETTLEMENT AGREEMENT DATE: May 16, 2025 PARTIES: (1) You: James Lowry (2) The Company: Janus Henderson Administration UK Limited (company number 00290577) whose registered office is at 201 Bishopsgate, London EC2M 3AE WHEREAS (1) The Company is duly authorised to enter into this Agreement on its own behalf and as agent for any Group Company. (2) W

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): July 31, 2025 Commission File Num

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): July 31, 2025 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction of

Janus Henderson Group plc Reports Second Quarter 2025 Results

Exhibit 99.1 Janus Henderson Group plc Reports Second Quarter 2025 Results ● Solid investment performance, with 72%, 76%, 67%, and 72% of assets under management (“AUM”) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of June 30, 2025 ● AUM of US$457 billion as of June 30, 2025, an increase of 27% year over year and 23% quarter over quarter ● Second

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 JANU

Form of US DIP Performance-Based Share Unit (PSU) Award Agreement for CEO special award granted under the Janus Henderson Group plc 2022 Deferred Incentive Plan effective May 12, 2025

Exhibit 10.2 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP PERFORMANCE-BASED SHARE UNIT (PSU) AWARD AGREEMENT CEO SPECIAL AWARD Janus Henderson Group plc (the “Company”) grants to Ali Dibadj (the “Grantee”), effective as of May 12, 2025 (the “Grant Date”), a deferred incentive award in the form of performance-based Share Units (the “DIP PSU Award”) as described below, subject to the

Employment Agreement dated May 9, 2025, between Janus Henderson Investors US LLC and Ali Dibadj

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this May 9, 2025, by and between Janus Henderson Investors US LLC (“JHIUS”), a Delaware limited liability company, as employing entity, and Janus Henderson Group plc (“JHG”, and together with JHIUS, the “Company”), and Ali Dibadj (the “Executive”). WHEREAS, (i) JHG previously entered into an employment offer let

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANG

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 16, 2025 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 9, 2025 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 jurisd

Submission of Matters to a Vote of Security Holders

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): April 30, 2025 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commissio

Current Report

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): May 1, 2025 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 JAN

Janus Henderson Group plc Reports First Quarter 2025 Results

Exhibit 99.1 Janus Henderson Group plc Reports First Quarter 2025 Results ● Solid investment performance, with 77%, 65%, and 73% of assets under management (“AUM”) outperforming relevant benchmarks on a three-, five-, and 10-year basis, respectively, as of March 31, 2025 ● AUM of US$373 billion as of March 31, 2025, an increase of 6% year over year ● First quarter 2025 net inflows of US$2.0 billio

Form of Warrant to Purchase Ordinary Shares

Exhibit 4.1 FINAL FORM THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION

Guardian and Janus Henderson Announce Multifaceted, Strategic Partnership

Exhibit 99.1 Guardian and Janus Henderson Announce Multifaceted, Strategic Partnership · Janus Henderson will manage the $45 billion investment grade public fixed income asset portfolio for Guardian’s general account, becoming Guardian’s investment grade public fixed income asset manager · Guardian will receive equity warrants and other economic consideration, supporting a shared goal of accelerat

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): April 8, 2025 Commission File Num

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): April 8, 2025 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 juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

JANUS HENDERSON GROUP PLC - DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

MESSAGE FROM OUR BOARD CHAIR NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS PROXY SUMMARY PROPOSAL 1 ELECTION OF DIRECTORS CORPORATE GOVERNANCE BOARD COMPENSATION RESPONSIBILITY PROPOSAL 2 ADVISORY SAY-ON-PAY VOTE ON EXECUTIVE COMPENSATION EXE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

MESSAGE FROM OUR BOARD CHAIR NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS PROXY SUMMARY PROPOSAL 1 ELECTION OF DIRECTORS CORPORATE GOVERNANCE BOARD COMPENSATION RESPONSIBILITY PROPOSAL 2 ADVISORY SAY-ON-PAY VOTE ON EXECUTIVE COMPENSATION EXE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

List of the Subsidiaries of the company prepared pursuant to Item 601(b)(21) of Regulation S-K**

Exhibit 21.1 List of Subsidiaries The following is a list of subsidiaries included in our consolidated financial statements and the state or country of incorporation of each: Organization Percentage of ownership State or other jurisdiction of ownership Alphagen Capital Limited 100 UK Gartmore Investment Management Limited 100 UK Gartmore Services Limited 100 Jersey (Channel Islands) Henderson Equi

Janus Henderson Group Global Remuneration Policy Statement* **

Exhibit 10.14 Global Remuneration Policy Statement (“GRPS") Last Review Date: February 2025 Contents 1 Overview 1 1.1 Policy Statement 1 1.2 Key principles 1 1.3 Scope 6 1.4 Roles and Responsibilities 6 1.5 References 7 1.6 Review Schedule 8 1.7 Escalation Requirements 8 2 Definitions 8 1 Overview 1.1 Policy Statement Janus Henderson Group plc (the “Company”) operates a single Remuneration Policy

Janus Henderson Group plc Share Trading Policy**

Exhibit 19.1 Share Trading Policy Last Review Date: October 29, 2024 Contents 1 Overview 1 1.1 Purpose 1 1.2 Policy Statement 1 1.3 Definition of Material, Non-Public Information 2 1.4 Persons Subject to this Policy 2 1.5 Roles and Responsibilities 3 1.6 Compliance with Insider Trading Laws 3 1.7 Escalation Procedures 4 2 Definitions 4 3 Additional Procedures 5 3.1 Account Disclosures 5 3.2 Pre-Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38103 JANUS HE

Service Agreement between Henderson Administrative Limited and James R. Lowry, effective from May 21, 2021* **

Exhibit 10.11 Ref: RW/James Lowry 21 May 2021 Dear James I am pleased to confirm our offer to you to join Henderson Administration Limited (the Company) on the following terms, subject to: ● proof that you are entitled to work in the United Kingdom; ● the Company’s satisfaction with the outcome of reference, criminal records and other pre- employment checks as required by the Company. For the avoi

Janus Henderson US (Holdings) Inc. Offer to Exchange Up to $400,000,000 5.450% Senior Notes due 2034 (the “Outstanding Notes”) for up to $400,000,000 5.450% Senior Notes due 2034 (the “New Notes”) that have been registered under the Securities Act of

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-283305 PROSPECTUS Janus Henderson US (Holdings) Inc. Offer to Exchange Up to $400,000,000 5.450% Senior Notes due 2034 (the “Outstanding Notes”) for up to $400,000,000 5.450% Senior Notes due 2034 (the “New Notes”) that have been registered under the Securities Act of 1933 (the “Securities Act”) We are offering to exchange u

JANUS HENDERSON GROUP PLC 201 Bishopsgate London, United Kingdom JANUS HENDERSON US (HOLDINGS) INC. 151 Detroit Street Denver, CO 80206

JANUS HENDERSON GROUP PLC 201 Bishopsgate London, United Kingdom EC2M3AE JANUS HENDERSON US (HOLDINGS) INC.

Current Report

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): January 31, 2025 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction

Janus Henderson Group plc Reports Fourth Quarter and Full-Year 2024 Results

Exhibit 99.1 Janus Henderson Group plc Reports Fourth Quarter and Full-Year 2024 Results ● Solid investment performance, with 65%, 72%, 55%, and 73% of assets under management (“AUM”) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of December 31, 2024 ● AUM increased 13% year over year to US$378.7 billion as of December 31, 2024 ● Fourth quarter 202

Janus Henderson Group plc 201 Bishopsgate London, United Kingdom Janus Henderson US (Holdings) Inc. 151 Detroit Street Denver, CO 80206 January 21, 2025

Janus Henderson Group plc 201 Bishopsgate London, United Kingdom EC2M3AE Janus Henderson US (Holdings) Inc.

As filed with the Securities and Exchange Commission on January 21, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 21, 2025 Registration Statement No.

Letter of Transmittal

EXHIBIT 99.1 LETTER OF TRANSMITTAL JANUS HENDERSON US (HOLDINGS) INC. OFFER FOR ALL OUTSTANDING 5.450% SENIOR NOTES DUE 2034 IN EXCHANGE FOR 5.450% SENIOR NOTES DUE 2034 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS DATED , 2025 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2025 (THE “EXPIRATION DATE”), UNLESS EXTENDED. T

As filed with the Securities and Exchange Commission on December 13, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 13, 2024 Registration Statement No.

Janus Henderson Group plc 201 Bishopsgate London, United Kingdom Janus Henderson US (Holdings) Inc. 151 Detroit Street Denver, CO 80206 December 13, 2024

Janus Henderson Group plc 201 Bishopsgate London, United Kingdom EC2M3AE Janus Henderson US (Holdings) Inc.

JANUS HENDERSON GROUP PLC 201 Bishopsgate London, United Kingdom JANUS HENDERSON US (HOLDINGS) INC. 151 Detroit Street Denver, CO 80206

JANUS HENDERSON GROUP PLC 201 Bishopsgate London, United Kingdom EC2M3AE JANUS HENDERSON US (HOLDINGS) INC.

Certificate of Incorporation of Janus Henderson US (Holdings) Inc.

Exhibit 3.3 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Janus Capital Group Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporati

Filing Fee table

Calculation of Filing Fee Tables S-4 JANUS HENDERSON GROUP PLC Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5.

Amended and Restated Bylaws of Janus Henderson US (Holdings) Inc.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF JANUS CAPITAL GROUP INC. As amended and restated as of October 21, 2008 ARTICLE I Offices Section 1.      Registered Office. The registered office of the Corporation in the State of Delaware shall be at such location within the State of Delaware as shall from time to time be determined by the Board of Directors. Section 2.      Other Offices. The Corporat

Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture, dated September 10, 2024, for the 5.450% Senior Notes due 2034

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) California 95-357

As filed with the Securities and Exchange Commission on November 18, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 18, 2024 Registration Statement No.

List of Guarantors and Subsidiary Issuers of Guaranteed Securities.

Exhibit 22.1 List of Guarantors and Subsidiary Issuers of Guaranteed Securities The subsidiary of Janus Henderson Group plc identified in the table below has issued the debt securities listed opposite such subsidiary issuer. Janus Henderson Group plc has fully and unconditionally guaranteed all such securities. Subsidiary Issuer Guaranteed Securities Janus Henderson US (Holdings) Inc. 5.450% Senio

JHG / Janus Henderson Group plc / Silchester International Investors LLP - SC 13G/A Passive Investment

SC 13G/A 1 d887398dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Schedule 13G under the Securities Exchange Act of 1934 (Amendment No. 2) Janus Henderson Group plc (Name of Issuer) Common stock (Title of Class of Securities) G4474Y214 (CUSIP Number) September 30, 2024 Date of Event Which Requires Filing of the Statement Chec

Joint Filing Agreement

EX-99.1 2 d887398dex991.htm EX-99.1 CUSIP NO. G4474Y214 13G Page 11 of 11 EXHIBIT 99.1 Joint Filing Agreement November 14, 2024 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Silchester International Investors LLP, Silchester Partners Limited, Silchester Continuation Limited and Stephen Charles Butt each hereby agree to the joint filing of this statement

Janus Henderson Group plc Reports Third Quarter 2024 Results

Exhibit 99.1 Janus Henderson Group plc Reports Third Quarter 2024 Results ● Solid investment performance, with 75%, 71%, 67%, and 85% of assets under management (“AUM”) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of September 30, 2024 ● Consecutive quarters of net inflows with third quarter 2024 net inflows of US$0.4 billion ● Third quarter 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103

Current Report

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): October 31, 2024 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 10, 2024 (September 10, 2024) JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other j

Registration Rights Agreement, dated September 10, 2024, among Janus Henderson US (Holdings) Inc., as issuer, JHG, as guarantor, and Citigroup Global Markets Inc., BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives, is hereby incorporated by reference from Exhibit 4.2 to JHG’s Current Report on Form 8-K, dated September 10, 2024 (File No. 001-38103)

Exhibit 4.2 Janus Henderson US (Holdings) Inc. Registration Rights Agreement $400,000,000 5.450% Senior Notes Due 2034 September 10, 2024 This Registration Rights Agreement dated September 10, 2024 (this “Agreement”) is entered into by and among Janus Henderson US (Holdings) Inc., a Delaware corporation (the “Issuer”), Janus Henderson Group plc, a public limited company incorporated under the laws

Indenture, dated as of September 10, 2024, among Janus Henderson US (Holdings) Inc., as issuer, JHG, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, is hereby incorporated by reference from Exhibit 4.1 to JHG’s Current Report on Form 8-K, dated September 10, 2024 (File No. 001-38103)

Exhibit 4.1 JANUS HENDERSON US (HOLDINGS) INC. as Issuer JANUS HENDERSON GROUP PLC as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee $400,000,000 5.450% SENIOR NOTES DUE 2034 SENIOR INDENTURE Dated as of September 10, 2024 TABLE OF CONTENTS Page Article 1 Definitions and Incorporation by Reference Section 1.01. Definitions 1 Section 1.02. Other Definitions 9 Section 1.03

Other Events

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): September 5, 2024 (September 5, 2024) JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jur

Regulation FD Disclosure

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): September 3, 2024 (September 3, 2024) JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jur

Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): August 12, 2024 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 ju

Janus Henderson Announces Acquisition of Global Private Credit Manager Victory Park Capital

EX-99.1 2 tm2421336d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Janus Henderson Announces Acquisition of Global Private Credit Manager Victory Park Capital · Acquisition further expands Janus Henderson’s private credit and institutional capabilities · Victory Park Capital has a nearly two decade-long track record in asset-backed focused private credit · Victory Park Capital complements Janus Henderson’s

Current Report

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): August 1, 2024 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 JANU

Janus Henderson Group plc Reports Second Quarter 2024 Results

Exhibit 99.1 Janus Henderson Group plc Reports Second Quarter 2024 Results ● Solid investment performance, with 69%, 63%, 66%, and 84% of assets under management (“AUM”) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of June 30, 2024 ● Second quarter 2024 net inflows of US$1.7 billion reflect net inflows in Intermediary and Institutional ● Second qu

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 28, 2024 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission

Submission of Matters to a Vote of Security Holders

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): May 1, 2024 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 JAN

Current Report

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): May 2, 2024 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction of i

Janus Henderson Group plc Reports First Quarter 2024 Results

Exhibit 99.1 Janus Henderson Group plc Reports First Quarter 2024 Results ● Solid investment performance, with 70%, 60%, 68%, and 85% of assets under management (“AUM”) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of March 31, 2024 ● AUM increased 5% quarter over quarter and 14% year over year to US$352.6 billion as of March 31, 2024 ● First quart

MESSAGE FROM OUR BOARD CHAIR PROXY STATEMENT – SUMMARY BOARD OF DIRECTORS PROPOSAL 1 ELECTION OF DIRECTORS CORPORATE GOVERNANCE BOARD COMPENSATION RESPONSIBLE INVESTING CORPORATE RESPONSIBILITY EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION TABLES PRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

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): March 11, 2024 JANUS HENDERSON GR

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): March 11, 2024 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commissio

MESSAGE FROM OUR BOARD CHAIR PROXY STATEMENT – SUMMARY BOARD OF DIRECTORS PROPOSAL 1 ELECTION OF DIRECTORS CORPORATE GOVERNANCE BOARD COMPENSATION RESPONSIBLE INVESTING CORPORATE RESPONSIBILITY EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION TABLES PRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38103 JANUS HE

Janus Henderson Group Global Remuneration Policy Statement is hereby incorporated by reference from Exhibit 10.25 to JHG’s Annual Report on Form 10-K, dated February 27, 2024 (File No. 001-38103)

Exhibit 10.25 Global Remuneration Policy Statement (“GRPS") Last Review Date: February 2024 Contents 1 Overview 1 1.1 Policy Statement 1 1.2 Key principles 1 1.3 Scope 6 1.4 Roles and Responsibilities 6 1.5 References 7 1.6 Review Schedule 8 1.7 Escalation Requirements 8 2 Definitions 8 1 Overview 1.1 Policy Statement Janus Henderson Group plc (the “Company”) operates a single Remuneration Policy

List of the Subsidiaries of JHG prepared pursuant to Item 601(b)(21) of Regulation S-K, is hereby incorporated by reference from Exhibit 21.1 to JHG’s Annual Report on Form 10-K, dated February 27, 2024 (File No. 001-38103)

Exhibit 21.1 List of Subsidiaries The following is a list of subsidiaries included in our consolidated financial statements and the state or country of incorporation of each: Organization Percentage of ownership State or other jurisdiction of ownership Alphagen Capital Limited 100 UK Gartmore Investment Limited 100 UK Gartmore Investment Management Limited 100 UK Gartmore Services Limited 100 Jers

Form of US DIP Performance-Based Share Unit (PSU) Award Agreement for grants to executive officers under the Janus Henderson Group 2022 Deferred Incentive Plan on or after January 1, 2023 is hereby incorporated by reference from Exhibit 10.28 to JHG’s Annual Report on Form 10-K, dated February 27, 2024 (File No. 001-38103)

Exhibit 10.28 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP PERFORMANCE-BASED SHARE UNIT (PSU) AWARD AGREEMENT Janus Henderson Group plc (the “Company”) grants to (the “Grantee”), effective as of (the “Grant Date”), a deferred incentive award in the form of performance-based Share Units (the “DIP PSU Award”) as described below, subject to the terms and conditions set forth in this DI

Janus Henderson Group plc Clawback Policy for Executive Officers**

Exhibit 97.1 JANUS HENDERSON GROUP PLC CLAWBACK POLICY FOR EXECUTIVE OFFICERS Adopted August 1, 2023 The Human Capital and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Janus Henderson Group plc (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and

JHG / Janus Henderson Group plc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Janus Henderson Group PLC Title of Class of Securities: Common Stock CUSIP Number: G4474Y214 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is fi

JHG / Janus Henderson Group plc / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Janus Henderson Group PLC (Name of Issuer) Common Stock (Title of Class of Securities) G4474Y214 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Current Report

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): February 1, 2024 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction

Janus Henderson Group plc Reports Fourth Quarter and Full-Year 2023 Results

Exhibit 99.1 Janus Henderson Group plc Reports Fourth Quarter and Full-Year 2023 Results ● Solid long-term investment performance, with 60%, 69%, and 71% of assets under management (“AUM”) outperforming relevant benchmarks on a three-, five-, and 10-year basis, respectively, as of December 31, 2023 ● AUM increased 9% quarter over quarter and 17% year over year to US$334.9 billion as of December 31

Joint Filing Agreement

EX-99.1 2 d134583dex991.htm EX-99.1 CUSIP NO. G4474Y214 13G Page 11 of 11 EXHIBIT 99.1 Joint Filing Agreement January 29, 2024 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Silchester International Investors LLP, Silchester Partners Limited, Silchester Continuation Limited and Stephen Charles Butt each hereby agree to the joint filing of this statement

JHG / Janus Henderson Group plc / Silchester International Investors LLP - SC 13G/A Passive Investment

SC 13G/A 1 d134583dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Schedule 13G under the Securities Exchange Act of 1934 (Amendment No. 1) Janus Henderson Group plc (Name of Issuer) Common stock (Title of Class of Securities) G4474Y214 (CUSIP Number) December 31, 2023 Date of Event Which Requires Filing of the Statement Check

Janus Henderson Group plc Reports Third Quarter 2023 Results

Exhibit 99.1 Janus Henderson Group plc Reports Third Quarter 2023 Results ● Solid investment performance, with 65%, 58%, 67%, and 72% of assets under management (“AUM”) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of September 30, 2023 ● AUM decreased 4% compared to the second quarter 2023 to US$308.3 billion ● US$(2.6) billion of net outflows in

Separation and Release Agreement, dated August 16, 2023, between Tiphani Krueger and Janus Henderson Investors US LLC is hereby incorporated by reference from Exhibit 10.1 to JHG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (File No. 001-38103)

Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the “Agreement”) between Tiphani Krueger (“you” or “your”) and Janus Henderson Investors US LLC (“Employer” and together with you, “Parties”) sets forth in its entirety the terms and conditions of the Parties’ agreement related to the termination of your employment without cause with Employer. For purposes of this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103

Other Events

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): November 1, 2023 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction

BNTC / Benitec Biopharma Inc / JANUS HENDERSON GROUP PLC - JHG PLC OWNS 9.9% OF BENITEC Passive Investment

SC 13G 1 benitec080923.txt JHG PLC OWNS 9.9% OF BENITEC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 0* Name of Issuer: Benitec Biopharma Inc. Title of Class of Securities: Common Stock CUSIP Number: 08205P209 Date of Event Which Requires Filing of this Statement: 8/9/2023 Check the appropriate box to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): August 18, 2023 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commissi

Janus Henderson Group plc Reports Second Quarter 2023 Results

Exhibit 99.1 Janus Henderson Group plc Reports Second Quarter 2023 Results ● Solid investment performance, with 64%, 68%, 66%, and 71% of assets under management (“AUM”) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of June 30, 2023 ● AUM increased 4% compared to the first quarter 2023 to US$322.1 billion ● US$(0.5) billion of net outflows in secon

Current Report

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): August 2, 2023 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 JANU

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, 2023 JANUS HENDERSON GRO

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, 2023 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission

Facility Agreement, US$200,000,000 Revolving Credit Facility, dated as of June 30, 2023, among Janus Henderson Group plc, as borrower, Janus Henderson US (Holdings) Inc., as guarantor, Bank of America Europe Designated Activity Company, as coordinator, bookrunner and mandated lead arranger, and facility agent, Citibank, N.A., as bookrunner and mandated lead arranger, BNP Paribas, London Branch, NatWest Markets plc, State Street Bank and Trust Company, and Well Fargo Bank, national Association , as mandated lead arrangers, and other lenders party thereto is hereby incorporated by reference from Exhibit 10.1 to JHG’s Current report on Form 8-K, filed on July 5, 2023 (File No.: 001-38103)

Exhibit 10.1 Execution version 30 June 2023 JANUS HENDERSON GROUP PLC and BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY as Coordinator, Bookrunner and Mandated Lead Arranger and as Facility Agent FACILITY AGREEMENT US$200,000,000 REVOLVING CREDIT FACILITY Herbert Smith Freehills LLP 1 TABLE OF CONTENTS Clause Headings Page 1. Definitions and interpretation 1 2. The Facility 19 3. Purpose 23 4

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANG

JHG / Janus Henderson Group plc / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 12 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

Janus Henderson Announces Changes to Board of Directors

Exhibit 99.1 Janus Henderson Announces Changes to Board of Directors LONDON – June 2, 2023 – Janus Henderson Group plc (NYSE/ASX: JHG) (“Janus Henderson” or the “Company”) today announced that Ed Garden has resigned from the Company’s Board of Directors, and Josh Frank, a Partner at Trian Fund Management, L.P. (“Trian”), has been appointed as an independent non-executive director in place of Mr. G

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 1, 2023 JANUS HENDERSON GROU

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 1, 2023 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission

Janus Henderson Announces Appointment of Leslie F. Seidman to Board of Directors

Exhibit 99.1 Janus Henderson Announces Appointment of Leslie F. Seidman to Board of Directors LONDON – May 31, 2023 – Janus Henderson Group plc (NYSE/ASX: JHG) (“Janus Henderson” or the “Company”) today announced that Leslie F. Seidman has been appointed to serve as an independent director on the Board of the Company, effective June 1, 2023. Ms. Seidman will also serve as Chair of the Audit Commit

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): May 30, 2023 JANUS HENDERSON GROU

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): May 30, 2023 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission

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): May 3, 2023 Commission File Numbe

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): May 3, 2023 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 jurisd

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): May 3, 2023 Commission File Numbe

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): May 3, 2023 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 JANUS HENDERSON GROUP

Janus Henderson Group plc Reports First Quarter 2023 Results

Exhibit 99.1 Janus Henderson Group plc Reports First Quarter 2023 Results ● Solid investment performance, with 67%, 70%, 67%, and 84% of assets under management (“AUM”) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of March 31, 2023 ● AUM increased 8% to US$310.5 billion compared to the fourth quarter, due to market performance, U.S. dollar depreci

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): March 24, 2023 JANUS HENDERSON GR

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): March 24, 2023 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

MESSAGE FROM OUR BOARD CHAIR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

MESSAGE FROM OUR BOARD CHAIR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Description of Securities

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Janus Henderson Group plc (the “company” or “JHG”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): ordinary shares, $1.50 per share par value. The following summary of the material terms of J

Form of US DIP Matching Restricted Stock Unit (RSU) Award Agreement for matching grants under the Janus Henderson group 2022 Deferred Incentive Plan on or after January 1, 2023 is hereby incorporated by reference from Exhibit 10.29 to JHG’s Annual Report on Form 10-K, dated February 27, 2024 (File No. 001-38103)

Exhibit 10.29 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE PLAN AWARD AGREEMENT (FOR UNITED STATES GRANTEES) The Company grants to (“you” or “Grantee”), effective as of (the “Grant Date”), a Matching Restricted Stock Unit Award (the “LTI Award”) as described below, subject to the terms and conditions set forth in this agreement (the “LTI Award Agreement”), the Company’s 2022 Deferred Incentive Pla

Form of US DIP Performance-Based Share Unit (PSU) Award Agreement for grants to executive officers under the Janus Henderson Group 2022 Deferred Incentive Plan on or after January 1, 2023*

Exhibit 10.28 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP PERFORMANCE-BASED SHARE UNIT (PSU) AWARD AGREEMENT Janus Henderson Group plc (the “Company”) grants to (the “Grantee”), effective as of (the “Grant Date”), a deferred incentive award in the form of performance-based Share Units (the “DIP PSU Award”) as described below, subject to the terms and conditions set forth in this DI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38103 JANUS HE

Janus Henderson Group Global Remuneration Policy Statement*

Exhibit 10.25 Global Remuneration Policy Statement (“GRPS") Last Review Date: February 2023 Global Remuneration Policy Statement (“GRPS") Contents 1 Overview‌1 1.1 Policy Statement‌1 1.2 Key principles‌1 1.3 Scope‌6 1.4 Roles and Responsibilities‌6 1.5 References‌7 1.6 Review Schedule‌8 1.7 Escalation Requirements‌8 2 Definitions‌8 Global Remuneration Policy Statement (“GRPS") 1 Overview 1.1 Polic

List of the Subsidiaries of the company prepared pursuant to Item 601(b)(21) of Regulation S-K

Exhibit 21.1 List of Subsidiaries The following is a list of subsidiaries included in our consolidated financial statements and the state or country of incorporation of each: Organization Percentage of ownership State or other jurisdiction of ownership Alphagen Capital Limited 100 UK Gartmore Investment Limited 100 UK Gartmore Investment Management Limited 100 UK Gartmore Services Limited 100 Jers

Form of US DIP Share Unit (RSU) Award Agreement for grants to executive officers under the Janus Henderson Group 2022 Deferred Incentive Plan on or after January 1, 2023 is hereby incorporated by reference from Exhibit 10.26 to JHG’s Annual Report on Form 10-K, dated February 27, 2024 (File No. 001-38103)

Exhibit 10.26 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP SHARE UNIT (RSU) AWARD AGREEMENT The Company grants to (the “Grantee”), effective as of , (the “Grant Date”), a deferred incentive award in the form of Share Units (the “DIP Share Unit Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s 2022 Deferred Incentive

Form of US DIP Fund Award Agreement for grants to executive officers under the Janus Henderson Group 2022 Deferred Incentive Plan on or after January 1, 2023 is hereby incorporated by reference from Exhibit 10.27 to JHG’s Annual Report on Form 10-K, dated February 27, 2024 (File No. 001-38103)

Exhibit 10.27 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP FUND AWARD AGREEMENT The Company grants to (the “Grantee”) effective as of , (the “Grant Date”), a deferred incentive award in the form of a cash value that is notionally invested in an underlying fund or funds and granted pursuant to Article 9 of the Company Plan (the “DIP Fund Award”) as described below, subject to the ter

OLMA / Olema Pharmaceuticals Inc / JANUS HENDERSON GROUP PLC - JHG PLC OWNS >5% Passive Investment

SC 13G/A 1 olema02102023.txt JHG PLC OWNS >5% UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 2* Name of Issuer: OLEMA PHARMACEUTICALS, INC. Title of Class of Securities: Common Stock CUSIP Number: 68062P106 Date of Event Which Requires Filing of this Statement: 12/31/2022 Check the appropriate box to des

JHG / Janus Henderson Group PLC / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Janus Henderson Group plc Title of Class of Securities: Common Stock and CDI CUSIP Number: G4474Y214 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedu

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): February 2, 2023 Commission File

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): February 2, 2023 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction

Janus Henderson Group plc Reports Fourth Quarter and Full-Year 2022 Results

EXHIBIT 99.1 Janus Henderson Group plc Reports Fourth Quarter and Full-Year 2022 Results ● Solid long-term investment performance, with 41%, 67%, 70%, and 75% of assets under management (“AUM”) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as of December 31, 2022 ● AUM increased 5% to US$287 billion compared to the prior quarter, due to market perform

Joint Filing Agreement

EX-99.1 2 d439863dex991.htm EX-99.1 CUSIP NO. G4474Y214 13G Page 11 of 11 EXHIBIT 99.1 Joint Filing Agreement January 31, 2023 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Silchester International Investors LLP, Silchester Partners Limited, Silchester Continuation Limited and Stephen Charles Butt each hereby agree to the joint filing of this statement

JHG / Janus Henderson Group PLC / Silchester International Investors LLP - SC 13G Passive Investment

SC 13G 1 d439863dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Schedule 13G under the Securities Exchange Act of 1934 (Amendment No. ) Janus Henderson Group plc (Name of Issuer) Common stock (Title of Class of Securities) G4474Y214 (CUSIP Number) December 31, 2022 Date of Event Which Requires Filing of the Statement Check the a

Janus Henderson announces changes to Board of Directors

Exhibit 99.1 Janus Henderson announces changes to Board of Directors LONDON - Janus Henderson Group plc (NYSE/ASX: JHG) (?Janus Henderson? or the ?Company?) today announced that current board member, John Cassaday, has been appointed to succeed Richard Gillingwater as Chair of the Janus Henderson Board following Mr. Gillingwater?s retirement, effective December 31, 2022. The Company also announced

JHG / Janus Henderson Group PLC / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 11 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 15, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 ? JANUS HENDE

2 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on s li de 32. 2 See the US GAAP Statement of Income on slide 37 for detail on the revision to Q2 2022 diluted EPS on a GAAP

Exhibit 99.2 Thursday 27 October 2022 THIRD QUARTER 2022 RESULTS Ali Dibadj Chief Executive Officer Roger Thompson Chief Financial Officer 2 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on s li de 32. 2 See the US GAAP Statement of Income on slide 37 for detail on the revision to Q2 2022 diluted EPS on a GAAP basis. 3 Se

Janus Henderson Group plc Reports Third Quarter 2022 Results

Exhibit 99.1 Janus Henderson Group plc Reports Third Quarter 2022 Results ? ? Solid long-term investment performance, with 50%, 64%, 67%, and 75% of assets under management (?AUM?) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as at 30 September 2022 ? AUM decreased 8% to US$274.6 billion compared to the prior quarter, due to market declines, US dolla

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): October 27, 2022 ? Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) ? ? Jersey, Channel Islands (State or other ju

Janus Henderson announces changes to Board of Directors

Exhibit 99.1 Janus Henderson announces changes to Board of Directors LONDON - Janus Henderson Group plc (NYSE/ASX: JHG, ?Janus Henderson?, ?the Company?) today announced several upcoming retirements from the Company's Board of Directors. Richard Gillingwater, Chair of the Board, will retire effective 31 December 2022, and non-executive directors Lawrence (Larry) Kochard and Jeffrey (Jeff) Diermeie

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 30, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commi

Janus Henderson Group plc 2022 Deferred Incentive Plan is hereby incorporated by reference from Exhibit 10.2 to JHG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-38103)

Exhibit 10.2 JANUS HENDERSON GROUP PLC 2022 DEFERRED INCENTIVE PLAN (effective May 4, 2022) Article 1? ? HISTORY, EFFECTIVE DATE, OBJECTIVES AND DURATION (1)Overview. The name of the Plan, established and maintained by Janus Henderson Group plc (the ?Company?) is the Janus Henderson Group plc 2022 Deferred Incentive Plan (as may be amended from time to time, the ?Plan?). The Plan became effective

2 CEO FIRST IMPRESSIONS ▪ Very talented people who want to win ▪ Research, security selection, portfolio management powerhouse ▪ Strong client focus and loyal clients ▪ Global, forward - thinking corporate functions and infrastructure ▪ Strong financ

Exhibit 99.2 Thursday 28 July 2022 SECOND QUARTER 2022 RESULTS Ali Dibadj Chief Executive Officer Roger Thompson Chief Financial Officer 2 CEO FIRST IMPRESSIONS ? Very talented people who want to win ? Research, security selection, portfolio management powerhouse ? Strong client focus and loyal clients ? Global, forward - thinking corporate functions and infrastructure ? Strong financial position

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): July 28, 2022 ? Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) ? ? Jersey, Channel Islands (State or other juris

Separation and Release Agreement, dated June 15, 2022, between Suzanne Cain and Janus Henderson Investors US LLC is hereby incorporated by reference from Exhibit 10.1 to JHG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-38103)

Exhibit 10.1 ? ? SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (the ?Agreement?) between Suzanne Cain (?you? or ?your?) and Janus Henderson Investors US LLC (?Employer? and together with you, ?Parties?) sets forth in its entirety the terms and conditions of the Parties? agreement related to the termination of your employment with Employer. For purposes of this Agreement, ?

Janus Henderson Group plc Reports Second Quarter 2022 Results

Exhibit 99.1 Janus Henderson Group plc Reports Second Quarter 2022 Results ? ? Solid long-term investment performance, with 50%, 60%, 65%, and 76% of assets under management (?AUM?) outperforming relevant benchmarks on a one-, three-, five-, and 10-year basis, respectively, as at 30 June 2022 ? AUM decreased 17% to US$299.7 billion compared to the prior quarter, due to challenged global markets, U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 ? JANUS HENDERSON

Letter regarding unaudited interim financial information

Exhibit 15.1 ? July 28, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our report dated July 28, 2022 on our review of interim financial statements of Janus Henderson Group plc, which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in the Registration Statements on Form S-3 (No. 333-252714) and Form S-8 (

Janus Henderson Group plc 2022 Global Employee Stock Purchase Plan is hereby incorporated by reference from Exhibit 10.3 to JHG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (File No. 001-38103)

Exhibit 10.3 JANUS HENDERSON GROUP PLC 2022 GLOBAL EMPLOYEE STOCK PURCHASE PLAN 1. History; Purpose of the Plan. (a) The name of the Plan is the Janus Henderson Group plc 2022 Global Employee Stock Purchase Plan (as may be amended from time to time, the ?Plan?). The Plan became effective on May 4, 2022, the date it was approved by Company shareholders (the ?Effective Date?). (b) The purpose of the

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANG

Ali Dibadj joins Janus Henderson as Chief Executive Officer and Director

Exhibit 99.1 Ali Dibadj joins Janus Henderson as Chief Executive Officer and Director LONDON ? 21 JUNE 2022 ? Janus Henderson Group plc (NYSE/ASX: JHG) (?JHG? or the ?Company?) announced that Ali Dibadj has joined the Company as Chief Executive Officer (?CEO?). Additionally, Mr. Dibadj has been appointed to the Company?s Board of Directors. He succeeds Roger Thompson, Chief Financial Officer, who

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 21, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission

Filing Fee Table*

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) JANUS HENDERSON GROUP PLC (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Proposed Maximum Offering Maximum Amount of Security Fee Calculation Amount Price Per Aggregate Registration Type Security Class Title (1) Rule (2) Registered Unit Offering Price Fee Rate Fee Equity Common stock, p

Letter of Awareness from PricewaterhouseCoopers LLP*

EX-15.1 3 tm2218457d1ex15-1.htm EXHIBIT 15.1 Exhibit 15.1 June 16, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our report dated May 4, 2022 on our review of interim financial statements of Janus Henderson Group plc, which is included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 is incorporat

As filed with the Securities and Exchange Commission on June 16, 2022

As filed with the Securities and Exchange Commission on June 16, 2022 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 15, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission

Submission of Matters to a Vote of Security Holders

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): May 4, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission F

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 5, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission F

Notification of buy-back

Exhibit 99.1 Notification of buy-back Announcement Summary Name of entity JANUS HENDERSON GROUP PLC Announcement type New announcement Date of this announcement 5/5/2022 ASX Security code and description of the class of +securities the subject of the buy-back JHG : CHESS DEPOSITARY INTERESTS 1:1 The type of buy-back is: On market buy-back Refer to next page for full details of the announcement Not

Severance Rights Agreement, dated March 23, 2022, between Janus Henderson Investors US LLC and Ali Dibadj is hereby incorporated by reference from Exhibit 10.2 to JHG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 001-38103)

EXECUTION VERSION?Exhibit 10.2 ? Janus Henderson Investors US LLC SEVERANCE RIGHTS AGREEMENT THIS SEVERANCE RIGHTS AGREEMENT (this ?Agreement?) is made this March 23, 2022 (?Effective Date?) by and between Janus Henderson Investors US LLC, a Delaware limited liability company (the ?Company?), and Ali Dibadj (the ?Executive?). WHEREAS, in partial consideration for the employment of Executive with t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 ? JANUS HENDERSON

BUSINESS AND FINANCIAL UPDATE 3 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on s li de 23. 2 See adjusted financial measures reconciliation on slides 29 and 30 for additio

Exhibit 99.2 Wednesday 4 May 2022 FIRST QUARTER 2022 RESULTS Roger Thompson Interim Chief Executive Officer Chief Financial Officer BUSINESS AND FINANCIAL UPDATE 3 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on s li de 23. 2 See adjusted financial measures reconciliation on slides 29 and 30 for additional information. K

Janus Henderson Group plc Reports First Quarter 2022 Results

Exhibit 99.1 Janus Henderson Group plc Reports First Quarter 2022 Results ? ? Solid long-term investment performance, with 50%, 62%, 74% and 83% of assets under management (?AUM?) outperforming relevant benchmarks on a one-, three-, five- and 10-year basis, respectively, as at 31 March 2022 ? First quarter 2022 operating income was US$124.6 million; first quarter 2022 adjusted operating income was

Service Agreement between Henderson Administrative Limited and Georgina Fogo, effective from March 15, 2018, is hereby incorporated by reference from Exhibit 10.3 to JHG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 001-38103)

Exhibit 10.3 ? ? ? 15 March 2018 ? ? Dear Georgina ? I am pleased to confirm our offer to you to join Henderson Administration Limited (the Company) on the following terms, subject to: ? ?proof that you are entitled to work in the United Kingdom: ?the Company's satisfaction with the outcome of reference, criminal records and other pre-employment checks as required by the Company. ? For the avoidan

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): May 4, 2022 ? Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) ? ? Jersey, Channel Islands (State or other jurisdi

Letter regarding unaudited interim financial information

EX-15.1 5 jhg-20220331xex15d1.htm EX-15.1 Exhibit 15.1 May 4, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our report dated May 4, 2022 on our review of interim financial statements of Janus Henderson Group plc, which is included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 is incorporated by

CEO Offer letter, dated March 23, 2022, between Janus Henderson Group plc and Ali Dibadj is hereby incorporated by reference from Exhibit 10.1 to JHG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (File No. 001-38103)

Exhibit 10.1 EXECUTION COPY March 23, 2022 ? Ali Dibadj Via email ? Dear Ali: ? Janus Henderson Group plc (the ?Company? or ?JHG?) is pleased to extend an offer of employment to you for the position of Chief Executive Officer of the Company. We are committed to setting ourselves apart from other employers to retain our talent and reward your contributions to our firm. One way we accomplish this is

JHG / Janus Henderson Group PLC / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 10 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Exhibit 99.1 Rules 4.7.3 and 4.10.3 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity Janus Henderson Group plc ABN/ARBN Financial year ended: 67 133 992 766 31 December 2021 Our corporate governance statement1 for the period above can be found at:2 ? These pages of our annual report: x This URL on our website: www.janushenderson.com/ir The C

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 24, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commissio

Janus Henderson Group plc 2022 Global Employee Stock Purchase Plan is hereby incorporated by reference from Annex B to the Registrant’s Proxy Statement on Schedule 14A filed on March 24, 2022

DEF 14A 1 ljhg2022def14a.htm JANUS HENDERSON GROUP PLC - DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Janus Henderson Announces Ali Dibadj as Next Chief Executive Officer Roger Thompson, CFO, Appointed Interim CEO effective 1 April 2022

Exhibit 99.1 Janus Henderson Announces Ali Dibadj as Next Chief Executive Officer Roger Thompson, CFO, Appointed Interim CEO effective 1 April 2022 LONDON ? MARCH 23, 2022 ? Janus Henderson Group plc (NYSE/ASX: JHG) (?JHG? or the ?Company?) today announced that its Board of Directors has unanimously appointed Ali Dibadj as Chief Executive Officer (?CEO?) of the Company effective no later than 27 J

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 23, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-38103 Commis

Press Release dated March 23, 2022

Exhibit 99.1 Janus Henderson Announces Ali Dibadj as Next Chief Executive Officer Roger Thompson, CFO, Appointed Interim CEO effective 1 April 2022 LONDON ? MARCH 23, 2022 ? Janus Henderson Group plc (NYSE/ASX: JHG) (?JHG? or the ?Company?) today announced that its Board of Directors has unanimously appointed Ali Dibadj as Chief Executive Officer (?CEO?) of the Company effective no later than 27 J

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): March 23, 2022 JANUS HENDERSON GR

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): March 23, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction of incorporation) 001-38103 Commis

JHG / Janus Henderson Group PLC / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 9 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

MESSAGE FROM OUR CHAIRMAN PROXY STATEMENT – SUMMARY BOARD OF DIRECTORS PROPOSAL 1 ELECTION OF DIRECTORS CORPORATE GOVERNANCE BOARD COMPENSATION PROPOSAL 2 APPROVAL TO INCREASE THE CAP ON AGGREGATE ANNUAL COMPENSATION FOR NON-EXECUTIVE DIRECTORS ENVIR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

List of the Subsidiaries of the company prepared pursuant to Item 601(b)(21) of Regulation S-K

Exhibit 21.1 List of Subsidiaries ? The following is a list of subsidiaries included in our consolidated financial statements and the state or country of incorporation of each: ? Organization Percentage of ownership State or other jurisdiction of ownership Alphagen Capital Limited 100 UK Gartmore Group Limited 100 Cayman Islands Gartmore Investment Limited 100 UK Gartmore Investment Management Lim

Amendment and Restatement Agreement dated December 21, 2021, between Janus Henderson Group plc, as Company, and Janus Capital Group Inc., as Guarantor, with Bank of America Europe Designated Activity Company (as successor in title to Bank of America Merrill Lynch International Limited), as Facility Agent relating to the US$200,000,000 Revolving Credit Facility dated February 16, 2017.

Exhibit 10.18 ? ? EXECUTION VERSION AMENDMENT AND RESTATEMENT AGREEMENT dated 21 December 2021 between ? JANUS HENDERSON GROUP PLC as Company and JANUS CAPITAL GROUP INC. as Guarantor with BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY (as successor in title to Bank of America Merrill Lynch International Limited) as Facility Agent ? relating to a US$200,000,000 Facility Agreement dated 16 Febr

Janus Henderson Group Global Remuneration Policy Statement*

Exhibit 10.17 Global Remuneration Policy Statement (?GRPS") ? Policy Statement ? Janus Henderson Group plc (the ?Company?) operates a single Remuneration Policy which applies in its entirety to all entities and employees including the executives, unless local laws or regulations set more rigorous requirements for any aspect, in which case the higher standards apply. ? The GRPS is in place to ensur

Settlement Agreement dated November 18, 2021, between Janus Henderson Investors US LLC (f/k/a Janus Capital Management LLC) and Richard Weil is hereby incorporated by reference from Exhibit 10.19 to JHG’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-38103)

Exhibit 10.19 ? ? SETTLEMENT AGREEMENT ? DATE:18 November 2021 ? PARTIES: ? (1)You:Richard M Weil ? (2) The Company: Janus Capital Management LLC whose registered office is at 151 Detroit St, Denver Co, 80206 ? WHEREAS ? (1) The Company is duly authorised to enter into this Agreement on its own behalf and as agent for any Group Company. ? (2) Without admission of liability by either party, the Com

JHG / Janus Henderson Group PLC / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Janus Henderson Group plc Title of Class of Securities: Common Stock and CDI CUSIP Number: G4474Y214 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedu

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 1, 2022 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commiss

Janus Henderson Appoints Nelson Peltz and Ed Garden of Trian Partners to Board of Directors

Exhibit 99.1 Janus Henderson Appoints Nelson Peltz and Ed Garden of Trian Partners to Board of Directors LONDON ? 01 February 2022 ? Janus Henderson Group plc (NYSE/ASX: JHG) (?Janus Henderson? or the ?Company?) today announced that it is expanding its Board of Directors with the addition of two new members. Nelson Peltz and Ed Garden of Trian Partners (?Trian?) will join as Independent Non-Execut

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): February 3, 2022 ? Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) ? ? Jersey, Channel Islands (State or other ju

Janus Henderson Group plc Reports Fourth Quarter 2021 Results and Announces Management-Led Buyout of Quantitative Equities Subsidiary Intech

Exhibit 99.1 Janus Henderson Group plc Reports Fourth Quarter 2021 Results and Announces Management-Led Buyout of Quantitative Equities Subsidiary Intech ? ? Solid long-term investment performance, with 54%, 58%, 76% and 84% of assets under management (?AUM?) outperforming relevant benchmarks on a one-, three-, five- and 10-year basis, respectively, as at 31 December 2021 ? Fourth quarter 2021 ope

Thursday 3 February 2022 FOURTH QUARTER AND FULL - YEAR 2021 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer 2021 RESULTS AND PROGRESS Dick Weil Chief Executive Officer 3 1 Represents percentage of AUM outperforming t

EX-99.2 3 jhg-20220203xex99d2.htm EX-99.2 Exhibit 99.2 Thursday 3 February 2022 FOURTH QUARTER AND FULL - YEAR 2021 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer 2021 RESULTS AND PROGRESS Dick Weil Chief Executive Officer 3 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on s li de 27. 2 S

JHG / Janus Henderson Group PLC / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 8 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

Joint Filing Agreement January 13, 2022

EX-99.1 2 d291268dex991.htm EX-99.1 CUSIP NO. G4474Y214 13G Page 11 of 11 EXHIBIT 99.1 Joint Filing Agreement January 13, 2022 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Silchester International Investors LLP, Silchester Partners Limited, Silchester Continuation Limited and Stephen Charles Butt each hereby agree to the joint filing of this statement

JHG / Janus Henderson Group PLC / Silchester International Investors LLP - SCHEDULE 13G/A (AMENDMENT NO. 3) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Schedule 13G under the Securities Exchange Act of 1934 (Amendment No. 3) Janus Henderson Group plc (Name of Issuer) Common stock (Title of Class of Securities) G4474Y214 (CUSIP Number) December 31, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the r

JHG / Janus Henderson Group PLC / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 7 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

JHG / Janus Henderson Group PLC / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 6 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

Janus Henderson Group Announces CEO Retirement Dick Weil to Retire After 12 Years as CEO; Effective 31 March 2022 Board of Directors Commences Search for Successor

EX-99.1 2 tm2133320d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Janus Henderson Group Announces CEO Retirement Dick Weil to Retire After 12 Years as CEO; Effective 31 March 2022 Board of Directors Commences Search for Successor LONDON, 18 November 2021 – Janus Henderson Group plc (NYSE/ASX: JHG) (“JHG” or the “Company”) today announced that Dick Weil intends to retire as Chief Executive Officer and as a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 18, 2021 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commis

JHG / Janus Henderson Group PLC / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 5 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

Letter regarding unaudited interim financial information

Exhibit 15.1 ? October 28, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our report dated October 28, 2021 on our review of interim financial information of Janus Henderson Group plc, which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in the Registration Statements on Form S-3 (No. 333-252714) and For

Thursday 28 October 2021 THIRD QUARTER 2021 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer STRATEGY UPDATE Dick Weil Chief Executive Officer 3 OUR STRATEGY: SIMPLE EXCELLENCE Strengthening our core foundation while m

Exhibit 99.2 Thursday 28 October 2021 THIRD QUARTER 2021 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer STRATEGY UPDATE Dick Weil Chief Executive Officer 3 OUR STRATEGY: SIMPLE EXCELLENCE Strengthening our core foundation while maximising growth potential Delivering on our strategy of Simple Excellence Produce dependable investment outcomes Excel in distribution a

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): October 28, 2021 ? Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) ? ? Jersey, Channel Islands (State or other ju

Janus Henderson Group plc Reports Third Quarter 2021 Diluted EPS of US$1.14, or US$1.16 on an Adjusted Basis

Exhibit 99.1 Janus Henderson Group plc Reports Third Quarter 2021 Diluted EPS of US$1.14, or US$1.16 on an Adjusted Basis ? Solid investment performance, with 72%, 64%, 67% and 86% of assets under management (?AUM?) outperforming relevant benchmarks on a one-, three-, five- and 10-year basis, respectively, as at 30 September 2021 ? Third quarter 2021 operating income was US$248.3 million; third qu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 ? JANUS HENDE

JHG / Janus Henderson Group PLC / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.4)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 2, 2021 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commissio

Announcement Summary

Exhibit 99.1 Notification of buy-back Announcement Summary Name of entity JANUS HENDERSON GROUP PLC Announcement type New announcement Date of this announcement 2/8/2021 ASX Security code and description of the class of +securities the subject of the buy-back JHG : CHESS DEPOSITARY INTERESTS 1:1 The type of buy-back is: On market buy-back Refer to next page for full details of the announcement Not

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): July 29, 2021 ? Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) ? ? Jersey, Channel Islands (State or other juris

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 ? JANUS HENDERSON

Thursday 29 July 2021 SECOND QUARTER 2021 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer 2 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on

Exhibit 99.2 Thursday 29 July 2021 SECOND QUARTER 2021 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer 2 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on slide 24. 2 See adjusted financial measures reconciliation on slides 30 and 31 for additional information. Key metrics ? Q2 2021 vs Q1 2

Janus Henderson Group plc Reports Second Quarter 2021 Diluted EPS of US$0.79, or US$1.16 on an Adjusted Basis

Exhibit 99.1 Janus Henderson Group plc Reports Second Quarter 2021 Diluted EPS of US$0.79, or US$1.16 on an Adjusted Basis ? Solid long-term investment performance, with 66% and 63% of assets under management (?AUM?) outperforming relevant benchmarks on a three- and five-year basis, respectively, as at 30 June 2021 ? Second quarter 2021 operating income was US$225.0 million; second quarter 2021 ad

Letter regarding unaudited interim financial information

Exhibit 15.1 ? July 29, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our report dated July 29, 2021 on our review of interim financial information of Janus Henderson Group plc, which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in the Registration Statements on Form S-3 (No. 333-252714) and Form S-8

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 22, 2021 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commission

James Lowry to join Janus Henderson as Global Chief Operating Officer

Exhibit 99.1 James Lowry to join Janus Henderson as Global Chief Operating Officer LONDON ? Janus Henderson Group plc (NYSE/ASX: JHG) announces the appointment of James Lowry (J.R.) to the newly created role of Global Chief Operating Officer at Janus Henderson Group plc. James Lowry has over 25 years of relevant global experience and joins the firm from State Street where he currently holds the po

JHG / Janus Henderson Group PLC / TRIAN FUND MANAGEMENT, L.P. - JHG13D/A - AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.3)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

Submission of Matters to a Vote of Security Holders

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): April 29, 2021 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commissio

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): April 29, 2021 ? Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) ? ? Jersey, Channel Islands (State or other juri

Letter regarding unaudited interim financial information

Exhibit 15.1 ? April 29, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our report dated April 29, 2021 on our review of interim financial information of Janus Henderson Group plc, which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in the Registration Statements on Form S-3 (No. 333-252714) and Form S-

Quarterly Report - 10-Q

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 ? JANUS HENDERSON

Thursday 29 April 2021 FIRST QUARTER 2021 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer 2 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on

Exhibit 99.2 Thursday 29 April 2021 FIRST QUARTER 2021 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer 2 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on slide 22. 2 See adjusted financial measures reconciliation on slides 28 and 29 for additional information. Key metrics ? Q1 2021 vs Q4 2

Janus Henderson Group plc Reports First Quarter 2021 Diluted EPS of US$0.88, or US$0.91 on an Adjusted Basis

Exhibit 99.1 Janus Henderson Group plc Reports First Quarter 2021 Diluted EPS of US$0.88, or US$0.91 on an Adjusted Basis ? Solid long-term investment performance, with 62% and 70% of assets under management (?AUM?) outperforming relevant benchmarks on a three- and five-year basis, respectively, as at 31 March 2021 ? AUM of US$405.1 billion increased 1% compared to the prior quarter, reflecting po

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Exhibit 99.3 Rules 4.7.3 and 4.10.3 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity Janus Henderson Group plc ABN/ARBN Financial year ended: 67 133 992 766 31 December 2020 Our corporate governance statement1 for the period above can be found at:2 ? These pages of our annual report: x This URL on our website: www.janushenderson.com/ir The C

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 19, 2021 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commissio

Invested in Connecting Janus Henderson is a global asset manager with more than 350 investment professionals and expertise across all major asset classes. Our individual, intermediary and institutional clients span the globe and entrust us with more

Exhibit 99.1 Invested in Connecting Janus Henderson is a global asset manager with more than 350 investment professionals and expertise across all major asset classes. Our individual, intermediary and institutional clients span the globe and entrust us with more than US$400 billion of their assets. Our commitment to active management offers clients the opportunity to outperform passive strategies

Janus Henderson Group plc Registered office: 13 Castle Street, St Helier, Jersey JE1 1ES Company registration number: 101484  ABN: 67 133 992 766 www.janushenderson.com AGM details: Thursday, 29 April 2021 Denver, Colorado, USA Start Time: 3.00pm (De

Exhibit 99.2 Janus Henderson Group plc Registered office: 13 Castle Street, St Helier, Jersey JE1 1ES Company registration number: 101484? ABN: 67 133 992 766 www.janushenderson.com AGM details: Thursday, 29 April 2021 Denver, Colorado, USA Start Time: 3.00pm (Denver time) 151 Detroit Street, Denver, CO 80206, USA Information for shareholders This booklet contains: ? Information about who may vote

Form of US Restricted Stock Unit Award Agreement for grants to executive officers under the Janus Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2021, is hereby incorporated by reference to Exhibit 10.27.1 of JHG’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 333-38103)

Exhibit 10.27.1 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US ? DIP SHARE UNIT (RSU) AWARD AGREEMENT The Company grants to (the ?Grantee?), effective as of [DATE], 2021 (the ?Grant Date?), a deferred incentive award in the form of Share Units (the ?DIP Share Unit Award?) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company?s Third Amend

Janus Henderson Group Global Remuneration Policy Statement*

Exhibit 10.26 ? February 2021 ? Global Remuneration Policy Statement (?GRPS") ? Summary of Janus Henderson Group plc Remuneration Policy ? Janus Henderson Group plc (the ?Company?) operates a single Remuneration Policy which applies in its entirety to all entities and employees including the executives, unless local laws or regulations set more rigorous requirements for any aspect, in which case t

Form of Performance Share Unit Award Agreement for grants to executive officers under the Janus Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2021, is hereby incorporated by reference to Exhibit 10.27.3 of JHG’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 333-38103)

? Exhibit 10.27.3 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US ? DIP PERFORMANCE-BASED SHARE UNIT (PSU) AWARD AGREEMENT The Company grants to [Grantee Name] (the ?Grantee?), effective as of [Date] (the ?Grant Date?), a deferred incentive award in the form of performance-based Share Units (the ?DIP PSU Award?) as described below, subject to the terms and conditions set forth in this DIP Aw

Form of UK Restricted Stock Unit Award Agreement for grants to executive officers under the Janus Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2021, is hereby incorporated by reference to Exhibit 10.27.2 of JHG’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 333-38103)

Exhibit 10.27.2 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD UK ? DIP SHARE UNIT (RSU) AWARD AGREEMENT The Company grants to (the ?Grantee?), effective as of [DATE], 2021 (the ?Grant Date?), a deferred incentive award in the form of Share Units (the ?DIP Share Unit Award?) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company?s Third Amend

Form of UK Fund Award Agreement for grants to executive officers under the Janus Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2021, is hereby incorporated by reference to Exhibit 10.27.5 of JHG’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 333-38103)

Exhibit 10.27.5 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD UK ? DIP FUND AWARD AGREEMENT The Company grants to (the ?Grantee?) effective as of [DATE], 2021 (the ?Grant Date?), a deferred incentive award in the form of a cash value that is notionally invested in an underlying fund or funds and granted pursuant to Article 9 of the Company Plan (the ?DIP Fund Award?) as described below, subje

List of the Subsidiaries of the company prepared pursuant to Item 601(b)(21) of Regulation S-K

Exhibit 21.1 List of Subsidiaries ? The following is a list of subsidiaries included in our consolidated financial statements and the state or country of incorporation of each: ? Organization Percentage of ownership State or other jurisdiction of ownership Alphagen Capital Limited 100 UK Gartmore Group Limited 100 Cayman Islands Gartmore Investment Limited 100 UK Gartmore Investment Management Lim

Annual Report - 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Form of US Fund Award Agreement for grants to executive officers under the Janus Henderson Group Third Amended and Restated 2010 Deferred Incentive Plan on or after January 1, 2021, is hereby incorporated by reference to Exhibit 10.27.4 of JHG’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 333-38103)

Exhibit 10.27.4 JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US ? DIP FUND AWARD AGREEMENT The Company grants to (the ?Grantee?) effective as of [DATE], 2021 (the ?Grant Date?), a deferred incentive award in the form of a cash value that is notionally invested in an underlying fund or funds and granted pursuant to Article 9 of the Company Plan (the ?DIP Fund Award?) as described below, subje

Janus Henderson Announces Appointment of Alison Davis to Board of Directors

Exhibit 99.1 Janus Henderson Announces Appointment of Alison Davis to Board of Directors LONDON – 16 February 2021 – Janus Henderson Group plc (NYSE/ASX: JHG, ‘Janus Henderson’, ‘the Company’) announces the appointment of Alison Davis as an Independent Non-Executive Director, effective today. Ms Davis will serve as a member of the Board’s Audit Committee, Nominating and Corporate Governance Commit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 16, 2021 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other jurisdiction of (Commis

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Janus Henderson Group plc Title of Class of Securities: Common Stock CUSIP Number: G4474Y214 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 9, 2021 (February 4, 2021) JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands 001-38103 98-1376360 (State or other juris

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11) Janus Henderson Group plc (Name of Issuer) Ordinary Shares, par value $1.50 per Share (Title of Class

SC 13D/A 1 d110671dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11) Janus Henderson Group plc (Name of Issuer) Ordinary Shares, par value $1.50 per Share (Title of Class of Securities) G4474Y 214 (CUSIP Number) Mayu Mashimo Manager, Actuarial and Accounting Unit Dai-ichi Life Hold

Underwriting Agreement, dated February 4, 2021, among Janus Henderson Group plc, Dai-ichi Life Holdings, Inc. and Goldman Sachs & Co. LLC

Exhibit 1.1 EXECUTION VERSION Janus Henderson Group plc 30,668,922 Shares of Common Stock, $1.50 par value Underwriting Agreement February 4, 2021 Goldman Sachs & Co. LLC As representative (the “Representative”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Ladies and Gentlemen: Dai-ichi Life Holdings, Inc., a joint stoc

Joint Filing Agreement February 5, 2021

EX-99.1 CUSIP NO. G4474Y214 13G Page 11 of 11 EXHIBIT 99.1 Joint Filing Agreement February 5, 2021 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Silchester International Investors LLP, Silchester Partners Limited, Silchester Continuation Limited and Stephen Charles Butt each hereby agree to the joint filing of this statement on Schedule 13G (including a

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-252714 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock, par value $1.50 per share 30,668,922 $ 29.25 $ 897,065,968.500 $ 97,869.897 (1) Calcula

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Schedule 13G under the Securities Exchange Act of 1934 (Amendment No. 2) Janus Henderson Group plc (Name of Issuer) Common stock (Title of Class of Se

Schedule 13G/A (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Schedule 13G under the Securities Exchange Act of 1934 (Amendment No. 2) Janus Henderson Group plc (Name of Issuer) Common stock (Title of Class of Securities) G4474Y214 (CUSIP Number) December 31, 2020 Date of Event Which Requires Filing of the Statement Check the a

Subject to Completion, dated February 4, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Janus Henderson Announces Secondary Offering of its Common Stock Held by Dai-ichi Life Holdings, Inc; Plans up to US$230 Million Stock Repurchase JHG Enters New Strategic Co-operation Agreement with Dai-ichi Life

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10) Janus Henderson Group plc (Name of Issuer) Ordinary Shares, par value $1.50 per Share (Title of Class

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10) Janus Henderson Group plc (Name of Issuer) Ordinary Shares, par value $1.50 per Share (Title of Class of Securities) G4474Y 214 (CUSIP Number) Mayu Mashimo Manager, Actuarial and Accounting Unit Dai-ichi Life Holdings, Inc. 13-1, Yurakucho 1-C

Janus Henderson Group plc Reports Fourth Quarter 2020 Diluted EPS of US$1.02, or US$1.04 on an Adjusted Basis

Exhibit 99.1 Janus Henderson Group plc Reports Fourth Quarter 2020 Diluted EPS of US$1.02, or US$1.04 on an Adjusted Basis ● Solid long-term investment performance, with 65% and 72% of assets under management (‘AUM’) outperforming relevant benchmarks on a three- and five-year basis, respectively, as at 31 December 2020 ● AUM increased 12% to US$401.6 billion compared to the prior quarter, reflecti

Form of Indenture for debt securities between Janus Henderson Group plc and the trustee to be named therein is hereby incorporated by reference from Exhibit 4.2 to JHG’s Registration Statement on Form S-3, filed on February 4, 2021 (File No. 333-252714)

Exhibit 4.2 JANUS HENDERSON GROUP PLC - INDENTURE Dated as of [ ] - DEBT SECURITIES THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section § 310(a) 11.04(a), 16.02 (b) 11.01(f), 11.04(b), 11.05(1), 16.02 (b)(1) 11.04(b), 16.02 § 311 11.01(f), 16.02 § 312 14.02(d), 16.02 (b) 1

Statement of Awareness of PricewaterhouseCoopers LLP (United States), Independent Registered Public Accounting Firm.

Exhibit 15.1 February 4, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our reports dated April 30, 2020, July 29, 2020, and October 29, 2020 on our reviews of interim financial information of Janus Henderson Group plc, which are included in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30,

Termination and Amendment Agreement, dated as of February 4, 2021, by and between Janus Henderson Group plc and Dai-ichi Life Holdings, Inc., is hereby incorporated by reference from Exhibit 10.1 to JHG’s Current Report on Form 8-K, dated February 4, 2021 (File No. 333-38103)

EXHIBIT 10.1 TERMINATION AND AMENDMENT AGREEMENT This Termination and Amendment Agreement, dated as of February 4, 2021 (this “Agreement”), is entered into by and between Janus Henderson Group plc, a company incorporated and registered in Jersey, Channel Islands (“JHG”), and Dai-ichi Life Holdings, Inc., a Japanese corporation (“Dai-ichi”). JHG and Dai-ichi may be referred to in this Agreement ind

Statement of Eligibility on Form T-1 of trustee under the Indenture.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) California 95-357

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TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 4, 2021 Registration No.

TERMINATION AND AMENDMENT AGREEMENT

Exhibit 1 Exhibit 1 TERMINATION AND AMENDMENT AGREEMENT This Termination and Amendment Agreement, dated as of February 4, 2021 (this “Agreement”), is entered into by and between Janus Henderson Group plc, a company incorporated and registered in Jersey, Channel Islands (“JHG”), and Dai-ichi Life Holdings, Inc.

Specimen of Common Stock Certificate is hereby incorporated by reference from Exhibit 4.1 to JHG’s Registration Statement on Form S-3, filed on February 4, 2021 (File No. 333-252714)

Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# G4474Y 21 4 DD-MMM-YYYY **000000 ****************** ***000000 ***************** **** 000000 **************** ***** 000000 *************** ****** 000000 ************** ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Al

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

? ? 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): February 4, 2021 ? Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) ? ? Jersey, Channel Islands (State or other ju

Thursday 4 February 2021 FOURTH QUARTER AND FULL-YEAR 2020 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer 2020 RESULTS AND STRATEGY UPDATE Dick Weil Chief Executive Officer 3 1 Represents percentage of AUM outperform

Exhibit 99.2 Thursday 4 February 2021 FOURTH QUARTER AND FULL-YEAR 2020 RESULTS Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer 2020 RESULTS AND STRATEGY UPDATE Dick Weil Chief Executive Officer 3 1 Represents percentage of AUM outperforming the relevant benchmark. Full performance disclosures detailed in the appendix on s lide 31. 2 See adjusted financial measures reconci

Janus Henderson Group plc Reports Third Quarter 2020 Diluted EPS of US$0.65, or US$0.70 on an Adjusted Basis

Exhibit 99.1 Janus Henderson Group plc Reports Third Quarter 2020 Diluted EPS of US$0.65, or US$0.70 on an Adjusted Basis ● Solid long-term investment performance, with 61% and 73% of assets under management (‘AUM’) outperforming relevant benchmarks on a three- and five-year basis, respectively, as at 30 September 2020 ● AUM increased 6% to US$358.3 billion compared to the prior quarter, reflectin

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File Number 001-38103 JANUS HENDERSON G

Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer Janus Henderson Group 3Q20 results presentation Thursday 29 October 2020 1 3Q20 results • Long-term investment performance remains solid • AUM increased 6.4% to US$358.3bn; stre

Exhibit 99.2 Dick Weil Chief Executive Officer Roger Thompson Chief Financial Officer Janus Henderson Group 3Q20 results presentation Thursday 29 October 2020 1 3Q20 results • Long-term investment performance remains solid • AUM increased 6.4% to US$358.3bn; strength in global markets was partially offset by net outflows of US$(2.9)bn • Adjusted diluted EPS of US$0.70 • Declared US$0.36 per share

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): October 29, 2020 Commission File Number 001-38103 JANUS HENDERSON GROUP PLC (Exact name of registrant as specified in its charter) Jersey, Channel Islands (State or other jurisdiction

Letter regarding unaudited interim financial information

Exhibit 15.1 October 29, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We are aware that our report dated October 29, 2020 on our review of interim financial information of Janus Henderson Group plc, which appears in this Quarterly Report on Form 10-Q, is incorporated by reference in the Registration Statements on Form S-8 (Nos. 333-218365 and 333-2

JHG / Janus Henderson Group plc / TRIAN FUND MANAGEMENT, L.P. - JHG13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* JANUS HENDERSON GROUP PLC (Name of Issuer) Ordinary Shares, $1.50 per share par value (Title of Class of Securities) G4474Y214 (CUSIP Number) Brian L. Schorr, Esq. Trian Fund Management, L.P. 280 Park Avenue, 41st Floor New York, New York 10017 Tel. No.:

AKRO / Akero Therapeutics, Inc. / JANUS HENDERSON GROUP PLC - JANUS HENDERSON GROUP PLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Akero Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00973Y108 (CUSIP Number) August 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this