JANUS HENDERSON GROUP PLC - PRE 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
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	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)

Payment of Filing Fee (Check all boxes that apply):
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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; 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 Diversity Improves Results 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 and launched two proprietary funds. 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* investors worldwide.

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,

JANUS HENDERSON GROUP PLC ● 2026 Proxy Statement

NOTICE OF 2026 ANNUAL GENERAL
MEETING OF SHAREHOLDERS


		AGENDA
DATE May 29, 2026 Wednesday TIME 9:00 a.m. Denver Time PLACE Janus Henderson Group plc 151 Detroit Street Denver, Colorado 80206, USA RECORD DATE Monday, April 13, 2026		Proposals		Board Recommendation	More information Beginning on page
		1	Elect 11 directors to serve on the Board until the 2027 Annual General Meeting of Shareholders	FOR each director nominee	See Page 16
		2	Approve an increase in the cap on the aggregate amount of compensation that the Company may pay to its non-executive directors annually	FOR	See Page 43
		3	Adopt a resolution, on an advisory basis, to approve the Company’s executive compensation	FOR	See Page 48
		4	Authorize the Company to repurchase its ordinary shares (“*common stock*”)	FOR	See Page 88
		5	Approve the reappointment and remuneration of auditors	FOR	See Page 89
		6	Any other business, if properly raised for consideration at the Meeting
		YOUR VOTE IS IMPORTANT:
	Please carefully review the proxy materials and follow the instructions on page 92 to cast your vote as soon as possible in advance of the 2026 Annual Meeting.

VOTING METHODS:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you.



	INTERNET		BY TELEPHONE		BY MAIL		IN PERSON
Visit the website on your proxy card or voting instruction form		Call the telephone number on your proxy card		Sign, date, and return your proxy card or voting instruction form		Attend the 2026 Annual Meeting in Denver, Colorado, USA. See page 92

WHO MAY VOTE:

Only holders of shares of the Company’s common stock and UK Depositary Interests on April 13, 2026 (the “Record Date”), are entitled to notice of, to attend, and to vote at the 2026 Annual General Meeting of Shareholders (the “2026 Annual Meeting” or “Meeting”) and at any adjournment or postponement thereof, provided such persons satisfy the applicable requirements described in the proxy materials. This 2026 Notice of Annual General Meeting and Proxy Statement is being mailed or made available to shareholders starting on or about April 17, 2026.

ATTENDING THE MEETING:

Please see page 92 for instructions on how to attend the Meeting in person or listen to the Meeting via a listen-only webcast or dial-in.

By order of the Board of Directors,

MICHELLE ROSENBERG

Chief Administrative Officer, General Counsel, and Company Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 29, 2026:

Our Proxy Statement for the 2026 Annual Meeting and 2025 Annual Report are available at www.janushenderson.com/AGM2026

JANUS HENDERSON GROUP PLC ● 2026 Proxy Statement

Chair Letter		3

Notice of Meeting		5

Proxy Summary		7

Proposal 1:	Election of Directors	16

Corporate Governance		33

Board Compensation		41

Proposal 2:	Approval to Increase the Cap on Aggregate Annual Compensation for Non-Executive Directors	43

Responsibility		45

Proposal 3:	Advisory Say-on-Pay Vote on Executive Compensation	48

Executive Compensation		49

Executive Compensation Tables		70

Related Party Transactions		82

Security Ownership of Certain Beneficial Owners and Management		84

Our Executive Officers		86

Proposal 4:	Renewal of the Board’s Authority to Repurchase Common Stock	88

Proposal 5:	Reappointment and Remuneration of Auditors	89

Audit Committee Report		91

Questions and Answers about the Annual General Meeting		92

Other Information		96

Annex A – Reconciliation of Non-GAAP Financial Measures		99



FREQUENTLY REFERENCED INFORMATION
Director Nominee Highlights	11
Board Self-Evaluations	30
CD&A	49
Clawback Policy	68
Committees of the Board	33

Investing in a Brighter Future Together

Our Strategic Vision

MESSAGE FROM OUR BOARD CHAIR

Dear Fellow Shareholder,

NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

NOTICE OF 2026 ANNUAL GENERAL
MEETING OF SHAREHOLDERS

SEC Form PRE 14A filed by Janus Henderson Group plc