{"filing":{"accession_number":"0001104659-26-079401","cik":"0001274173","ticker":"JHG","company_name":"JANUS HENDERSON GROUP PLC","form":"8-K","filing_date":"2026-06-30","report_date":null,"primary_document":"tm2619303d2_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1274173/000110465926079401/tm2619303d2_8k.htm"},"events":[{"id":15005,"run_id":13386,"accession_number":"0001104659-26-079401","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Janus Henderson Group PLC completed a take-private merger transaction on June 30, 2026, whereby it was acquired by an investor group led by Trian Fund Management, General Catalyst, and Qatar Investment Authority for $52.00 per share in cash, representing approximately $6.5 billion in aggregate merger consideration. The company became a wholly owned subsidiary, its ordinary shares were delisted from the NYSE, and shareholders' rights were terminated. The transaction was financed in part by a $2.9 billion senior secured term loan credit facility.","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12602,"accession_number":"0001104659-26-079401","item_number":"1.01","item_title":"Entry","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses the completion of a take-private merger transaction in which Janus Henderson Group PLC was acquired by Trian, General Catalyst, and QIA for $52.00 per share in cash, with the company's shares delisted from the NYSE. The filing also documents the concurrent entry into a $2.9 billion senior secured term loan credit facility with JPMorgan Chase and other lenders to finance the transaction. This is a material change of control and acquisition event that fundamentally alters the registrant's status from a public to a private company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12603,"accession_number":"0001104659-26-079401","item_number":"1.02","item_title":"Termination of Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a take-private transaction whereby Janus Henderson was acquired by Trian, General Catalyst, and QIA for $52.00 per share in cash, with the company's ordinary shares delisted from the NYSE. While Item 1.02 formally addresses termination of the revolving credit facility and warrant, the substantive disclosure centers on the completion of a material change of control and merger transaction, which is the core M\u0026A activity required to be disclosed under Item 1.01 or 2.01 of Form 8-K.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12604,"accession_number":"0001104659-26-079401","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a take-private merger transaction in which Janus Henderson Group PLC was acquired by an investor group led by Trian Fund Management and General Catalyst. The filing explicitly states that \"Janus Henderson shares not already owned or controlled by Trian have been converted into a right to receive $52.00 per share in cash\" and that \"Janus Henderson's ordinary shares have been delisted from the New York Stock Exchange,\" confirming the effective completion of the merger at the Effective Time. This is a material change of control and acquisition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12605,"accession_number":"0001104659-26-079401","item_number":"2.03","item_title":"Creation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a take-private transaction where Janus Henderson shares were converted into a right to receive $52.00 per share in cash, with the company's ordinary shares delisted from the NYSE. This represents a material change of control and completion of a merger/acquisition transaction involving Trian, General Catalyst, and QIA, as stated in the press release: \"Janus Henderson Group Ltd...announced today they have completed their previously announced take-private transaction.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12606,"accession_number":"0001104659-26-079401","item_number":"3.01","item_title":"Notice of Delisting or Failure to","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a take-private merger transaction and the resulting delisting of Janus Henderson's shares from the NYSE. The Item 3.01 section explicitly states that the Company \"requested that the NYSE (i) halt trading of the Shares on the NYSE prior to the opening of trading on July 1, 2026, (ii) withdraw the Shares from listing on the NYSE and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b).\" The shares, which previously traded under symbol \"JHG,\" will no longer be listed on the NYSE, and the Company intends to file Form 15 to suspend reporting obligations. This is a material event affecting all equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12607,"accession_number":"0001104659-26-079401","item_number":"3.03","item_title":"Material Modification to Rights of","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a take-private merger transaction where Janus Henderson was acquired by Trian, General Catalyst, and QIA. Item 3.03 explicitly states that \"holders of Shares immediately prior to such time ceased to have any rights as shareholders of the Company\" and the press release confirms \"Janus Henderson shares not already owned or controlled by Trian have been converted into a right to receive $52.00 per share in cash\" and \"Janus Henderson's ordinary shares have been delisted from the New York Stock Exchange.\" This is a material change of control and acquisition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12608,"accession_number":"0001104659-26-079401","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a take-private merger transaction in which Janus Henderson Group PLC became a wholly owned subsidiary of a parent entity controlled by Trian Fund Management and General Catalyst. The transaction involved approximately $6.5 billion in aggregate merger consideration, with shares converted at $52.00 per share and the company delisted from NYSE. This is a material change of control and acquisition event meeting the definition of ma_activity under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12609,"accession_number":"0001104659-26-079401","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a take-private merger transaction where Janus Henderson was acquired by Trian, General Catalyst, and QIA for $52.00 per share in cash, with the company's shares delisted from NYSE. This is a material change of control and acquisition event. While Item 5.02 addresses director and officer changes, the core event is the merger completion itself, which is the principal material disclosure referenced in the Introductory Note and Item 2.01/5.01 (incorporated by reference), making this fundamentally an M\u0026A activity classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12610,"accession_number":"0001104659-26-079401","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.03 disclosure incorporates by reference Item 3.01, which covers the completion of a take-private merger transaction. The press release (EX-99.1) confirms that Janus Henderson completed its previously announced take-private transaction with Trian, General Catalyst, and QIA on June 30, 2026, with shares converted to $52.00 per share in cash and delisting from NYSE. This is a material change of control and acquisition event, not merely a routine bylaw amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12611,"accession_number":"0001104659-26-079401","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing announces the completion of a take-private transaction in which Janus Henderson Group PLC was acquired by Trian Fund Management, General Catalyst, and Qatar Investment Authority. The press release explicitly states \"they have completed their previously announced take-private transaction\" with shares converted to $52.00 per share in cash and the company delisted from NYSE. This is a material change of control and completion of a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":12602,"accession_number":"0001104659-26-079401","item_number":"1.01","item_title":"Entry","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses the completion of a take-private merger transaction in which Janus Henderson Group PLC was acquired by Trian, General Catalyst, and QIA for $52.00 per share in cash, with the company's shares delisted from the NYSE. The filing also documents the concurrent entry into a $2.9 billion senior secured term loan credit facility with JPMorgan Chase and other lenders to finance the transaction. This is a material change of control and acquisition event that fundamentally alters the registrant's status from a public to a private company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"},{"id":12603,"accession_number":"0001104659-26-079401","item_number":"1.02","item_title":"Termination of Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a take-private transaction whereby Janus Henderson was acquired by Trian, General Catalyst, and QIA for $52.00 per share in cash, with the company's ordinary shares delisted from the NYSE. While Item 1.02 formally addresses termination of the revolving credit facility and warrant, the substantive disclosure centers on the completion of a material change of control and merger transaction, which is the core M\u0026A activity required to be disclosed under Item 1.01 or 2.01 of Form 8-K.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"},{"id":12604,"accession_number":"0001104659-26-079401","item_number":"2.01","item_title":"Completion of Acquisition or Disposition","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a take-private merger transaction in which Janus Henderson Group PLC was acquired by an investor group led by Trian Fund Management and General Catalyst. The filing explicitly states that \"Janus Henderson shares not already owned or controlled by Trian have been converted into a right to receive $52.00 per share in cash\" and that \"Janus Henderson's ordinary shares have been delisted from the New York Stock Exchange,\" confirming the effective completion of the merger at the Effective Time. This is a material change of control and acquisition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"},{"id":12605,"accession_number":"0001104659-26-079401","item_number":"2.03","item_title":"Creation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a take-private transaction where Janus Henderson shares were converted into a right to receive $52.00 per share in cash, with the company's ordinary shares delisted from the NYSE. This represents a material change of control and completion of a merger/acquisition transaction involving Trian, General Catalyst, and QIA, as stated in the press release: \"Janus Henderson Group Ltd...announced today they have completed their previously announced take-private transaction.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"},{"id":12606,"accession_number":"0001104659-26-079401","item_number":"3.01","item_title":"Notice of Delisting or Failure to","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a take-private merger transaction and the resulting delisting of Janus Henderson's shares from the NYSE. The Item 3.01 section explicitly states that the Company \"requested that the NYSE (i) halt trading of the Shares on the NYSE prior to the opening of trading on July 1, 2026, (ii) withdraw the Shares from listing on the NYSE and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b).\" The shares, which previously traded under symbol \"JHG,\" will no longer be listed on the NYSE, and the Company intends to file Form 15 to suspend reporting obligations. This is a material event affecting all equity holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"},{"id":12607,"accession_number":"0001104659-26-079401","item_number":"3.03","item_title":"Material Modification to Rights of","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a take-private merger transaction where Janus Henderson was acquired by Trian, General Catalyst, and QIA. Item 3.03 explicitly states that \"holders of Shares immediately prior to such time ceased to have any rights as shareholders of the Company\" and the press release confirms \"Janus Henderson shares not already owned or controlled by Trian have been converted into a right to receive $52.00 per share in cash\" and \"Janus Henderson's ordinary shares have been delisted from the New York Stock Exchange.\" This is a material change of control and acquisition event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"},{"id":12608,"accession_number":"0001104659-26-079401","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a take-private merger transaction in which Janus Henderson Group PLC became a wholly owned subsidiary of a parent entity controlled by Trian Fund Management and General Catalyst. The transaction involved approximately $6.5 billion in aggregate merger consideration, with shares converted at $52.00 per share and the company delisted from NYSE. This is a material change of control and acquisition event meeting the definition of ma_activity under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"},{"id":12609,"accession_number":"0001104659-26-079401","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of a take-private merger transaction where Janus Henderson was acquired by Trian, General Catalyst, and QIA for $52.00 per share in cash, with the company's shares delisted from NYSE. This is a material change of control and acquisition event. While Item 5.02 addresses director and officer changes, the core event is the merger completion itself, which is the principal material disclosure referenced in the Introductory Note and Item 2.01/5.01 (incorporated by reference), making this fundamentally an M\u0026A activity classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"},{"id":12610,"accession_number":"0001104659-26-079401","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.03 disclosure incorporates by reference Item 3.01, which covers the completion of a take-private merger transaction. The press release (EX-99.1) confirms that Janus Henderson completed its previously announced take-private transaction with Trian, General Catalyst, and QIA on June 30, 2026, with shares converted to $52.00 per share in cash and delisting from NYSE. This is a material change of control and acquisition event, not merely a routine bylaw amendment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"},{"id":12611,"accession_number":"0001104659-26-079401","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing announces the completion of a take-private transaction in which Janus Henderson Group PLC was acquired by Trian Fund Management, General Catalyst, and Qatar Investment Authority. The press release explicitly states \"they have completed their previously announced take-private transaction\" with shares converted to $52.00 per share in cash and the company delisted from NYSE. This is a material change of control and completion of a merger transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:18:37.993359+00:00","company_name":"JANUS HENDERSON GROUP PLC","ticker":"JHG","filing_date":"2026-06-30"}]}