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

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	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

JANUS HENDERSON GROUP PLC

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ABOUT JANUS HENDERSON GROUP PLC

Janus Henderson is an independent global asset manager offering a broad range of investment solutions across all major asset classes to a client base around the world.

493.2bn

350+

2,000+

Client assets under
management

Investment
professionals

Offices globally

Employees

Investing in a Brighter Future Together



Strong track record of long-term investment performance	Renewed strategic direction and team	Deep client relationships and world-class service	Disciplined operating model	Healthy balance sheet and capital use

Our Strategic Vision

Protect & Grow Our core businesses	We have identified existing opportunities to better align resources to protect and grow our core businesses.


Amplify Strengths not fully leveraged	Our research, portfolio management, and client service strengths can be amplified with adjacent products, channels, geographies, and vehicles.

Diversify Where clients give us the right to win	We have identified significant white spaces in asset management where we can have the right to win, whether that is by filling gaps in investment teams or capabilities, or within channels or regions.

Data as of 31 December 2025.

MESSAGE FROM OUR BOARD CHAIR

JOHN CASSADAY

Chair

Dear Fellow Shareholder,

On behalf of our Board of Directors, we are pleased to invite you to the 2026 Annual General Meeting of Shareholders of Janus Henderson Group plc to be held on Friday, May 29, 2026, at 151 Detroit Street, Denver, Colorado 80206, USA, starting at 9:00 a.m. local time. Please read the following Notice of Annual General Meeting and Proxy Statement, as well as our 2025 Annual Report, carefully before you vote.

This proxy statement relates only to the Annual General Meeting of Shareholders. As previously disclosed, on December 21, 2025, Janus Henderson entered into a definitive merger agreement to be acquired by an investor group led by funds and investment vehicles associated with our largest shareholder, Trian Fund Management, L.P., and General Catalyst Group Management, LLC (the “Proposed Merger”). Completion of the merger is subject to the satisfaction of certain conditions, including shareholder and regulatory approvals. We will be holding a separate special meeting of shareholders to vote on the Proposed Merger. For additional information related to the merger, please refer to Janus Henderson’s definitive merger proxy statement and other relevant materials filed with the SEC.

In 2025, Janus Henderson again demonstrated meaningful progress across the business. The Company delivered significantly improved financial results, with year-over-year increases in total adjusted operating income and adjusted diluted EPS of 36% and 35%, respectively; solid investment performance, with over 65% of assets outperforming peers over all time periods⁽¹⁾; maintained a strong balance sheet, with net cash of $1.5 billion; and generated healthy cash flow of $720 million, which enabled us to return nearly $420 million to shareholders through dividends and share repurchases. Assets under management (“AUM”) of $493.2 billion increased 30% to the highest level in Company history, reflecting strong investment performance and $56.5 billion of net inflows in 2025.

Driving this success is our dedication to our Mission, Values, and Purpose, or “MVP,” along with our three “Strategic Pillars” of Protect & Grow our core businesses, Amplify strengths not fully leveraged, and Diversify where clients give us the right to win, which we use to guide our decision making and prioritization.

Our five core “Values” — Clients Come First – Always, Execution Supersedes Intention, Together We Win, Diversity Improves Results, and Truth Builds Trust — drive our behaviors and align our long-term goals with our “Purpose” of Investing in a Brighter Future Together with our clients, and their clients. For the past few years, we have used this letter to highlight a core Value and how colleagues living this Value have helped us to succeed and achieve our Purpose. It is fitting this year that we would highlight the Value of Together We Win, as a testament to the ongoing commitment and hard work of our valued employees.

Under the Protect & Grow Strategic Pillar, together we achieved positive annual net sales for our US Intermediary business for the third consecutive year, with a 4% net new money growth. Notably, the Asia Pacific Intermediary region experienced its best annual net flow result since 2021. Meanwhile, our Amplify efforts led to positive net sales for our active exchange traded funds (“ETFs”), which have impressively averaged 73% AUM growth per year since 2019. Strategic partnerships with Guardian Life and CNO Financial Group have further amplified our strengths in Fixed Income, Multi-Asset, and Model Portfolios, while enhancing our footprint in institutional markets and the insurance sector. Our Diversify Strategic Pillar saw our joint venture Privacore Capital advising on $2.5 billion raised in the private wealth channel, marking its presence on multiple wirehouses and platforms with two proprietary funds launched. Additionally, our Emerging Markets Private Investments team achieved a strategic milestone with $125.5 million committed in the first close of the Janus Henderson MENA Private Credit Fund IV.

We also invested in strengthening our global brand, cementing Janus Henderson as a trusted financial partner. Launched in March 2025, our global “Ampersand” brand campaign brings our theme of “Together” to life in the market and embodies our belief that working together is the way to work better. It represents the connection between us and our clients, as we bring people and ideas together to invest in brighter futures on behalf of more than 60 million⁽²⁾ investors worldwide.

⁽¹⁾	Investment performance data represents percentage of AUM outperforming the relevant benchmark over three years. See page 52 for additional time periods.
⁽²⁾	Figure reflects the estimated number of individuals as of December 31, 2025, where either their current assets or future benefits are invested in Janus Henderson investment products and is based on JHG’s AUM market share by country, the size of the investing population by country, and average account sizes, using industry and government data and internal estimates.

JANUS HENDERSON GROUP PLC ● 2026 Proxy Statement

Finally, the Proposed Merger offers compelling, immediate shareholder value while further enhancing our Mission. Trian and General Catalyst’s interest in partnering with Janus Henderson is a powerful affirmation of our progress on our strategic initiatives and always keeping our clients at the forefront. It is a direct result of the power inherent in our Together We Win Value. Their support underscores the tangible momentum we have built together and reflects confidence in our long-term strategy and the exceptional talent driving it.

As we continue to build on these achievements, we remain focused on disciplined execution and strategic investments to ensure sustained growth and superior outcomes for all our stakeholders.

As a shareholder, it is important that your shares are represented at the 2026 Annual Meeting in person or by proxy. You may vote your shares by internet, telephone, or mail pursuant to the instructions included on the proxy card or voting instruction form. At the 2025 Annual Meeting, approximately 88% of all eligible votes were cast by shareholders, demonstrating the strong engagement and commitment of our shareholders to Janus Henderson.

In conclusion, on behalf of the Board of Directors, we thank you for your share ownership of Janus Henderson and your continued support. We hope you can attend our 2026 Annual Meeting.

Very truly yours,

SEC Form DEF 14A filed by Janus Henderson Group plc