Form SCHEDULE 13D/A JANUS HENDERSON GROUP Filed by: TRIAN FUND MANAGEMENT, L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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JANUS HENDERSON GROUP PLC (Name of Issuer) |
Ordinary Shares, $1.50 per share par value (Title of Class of Securities) |
(CUSIP Number) |
Brian L. Schorr, Esq. 280 Park Avenue, 41st Floor, New York, NY, 10017 (212) 451-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Nelson Peltz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
25,654,382.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
16.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the "Form 10-Q")
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Peter W. May | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
25,654,382.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Trian Fund Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
25,654,382.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Trian Fund Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,654,382.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Trian Partners AM Holdco II, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
25,654,382.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.65 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
*Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, $1.50 per share par value | |
| (b) | Name of Issuer:
JANUS HENDERSON GROUP PLC | |
| (c) | Address of Issuer's Principal Executive Offices:
201 Bishopsgate, London,
UNITED KINGDOM
, EC2M 3AE. | |
Item 1 Comment:
Item 1 Comment: This Amendment No. 17 ("Amendment No. 17") amends and supplements the Schedule 13D filed with the SEC on October 2, 2020 as amended by Amendment No. 1, filed on May 12, 2021, as amended by Amendment No. 2 filed on May 19, 2021, as amended by Amendment No. 3 filed on July 19, 2021, as amended by Amendment No. 4 filed on October 4, 2021, as amended by Amendment No. 5 filed on November 16, 2021, as amended by Amendment No. 6 filed on December 13, 2021, as amended by Amendment No. 7 filed on January 6, 2022, as amended by Amendment No. 8 filed on February 1, 2022, as amended by Amendment No. 9 filed on March 9, 2022, as amended by Amendment No. 10 filed on March 31, 2022, as amended by Amendment No. 11 filed on November 15, 2022, as amended by Amendment No. 12 filed on June 2, 2023, as amended by Amendment No. 13 filed on May 2, 2025, as amended by Amendment No. 14 filed on October 27, 2025, as amended by Amendment No. 15 filed on December 22, 2025, and as amended by Amendment No. 16 filed on March 24, 2026 (as amended, the "Schedule 13D"), relating to the Ordinary Shares of the Issuer. The address of the principal executive office of the Issuer is 201 Bishopsgate, London, EC2M 3AE United Kingdom.
Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Items 4 and 5 of the Schedule 13D are hereby amended as follows:
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| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
The sales of Shares by Reporting Persons reported below in Item 5 were done for portfolio management purposes by certain funds managed by Trian Management which primarily hold publicly traded securities. As contemplated by the Voting and Rollover Agreement dated as of December 21, 2025, entered into by and among the Issuer and the other parties thereto, an affiliate of Trian Management will roll over at least 24,750,000 shares of the Issuer in connection with the closing of the previously announced acquisition of the Issuer by Trian Management and its affiliated funds, and General Catalyst and its affiliated funds. Progress toward closing is continuing, with the Issuer's shareholders approving the acquisition on April 16, 2026. The transaction is expected to close in mid-2026, subject to customary closing conditions, including receipt of applicable regulatory approvals and client consents. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of 4:00 p.m., New York City time, on May 12, 2026, the Reporting Persons beneficially owned, in the aggregate, 25,654,382 Shares, representing approximately 16.65% of the Issuer's outstanding Shares (calculated based on 154,075,608 Shares outstanding on May 6, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026).
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| (b) | Trian AM Holdco beneficially and directly owns 25,654,382 Shares, except to the extent that other Reporting Persons as described in this Item 5(b) may be deemed to have shared voting power and shared dispositive power with regard to such Shares.
On May 12, 2026, Trian AM Holdco, on behalf of certain of its fund equity holders, effected the sale of 6,213,418 Shares in the open market at a price of $51.6001.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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