8-K - Janus Henderson Group plc | StockGist

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Janus Henderson Group plc entered into Amendment No. 1 to the Agreement and Plan of Merger dated December 21, 2025, with Jupiter Company Limited and Jupiter Merger Sub Limited, increasing the cash consideration for each ordinary share from $49.00 to $52.00. The amendment also raises termination fees and expense reimbursement amounts, permits a quarterly dividend up to $1.00 per share starting July 1, 2026 under specified conditions, and allows equity rollover opportunities for employees.

Key Takeaways

1Merger cash consideration increased to $52.00 per share from $49.00.

2Termination fees increased to $394,000,000 (if no prior expense payment) or $275,800,000 (if expense payment made).

3Expense reimbursement payment fixed at $118,200,000 upon certain terminations.

4Company permitted to pay quarterly dividend up to $1.00 per share for fiscal quarters starting on or after July 1, 2026, after Required Company Vote and Client Consent Percentage.

5Parent may offer rollover equity opportunities to select Company employees post Required Company Vote.

6Shareholders' meeting scheduled for April 16, 2026 to vote on the merger.

Current Report Details

Event Type

Material Agreement

Other Event

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. Amendment to Agreement and Plan of Merger On March 24, 2026, Janus Henderson Group plc (the “ Company ”), entered in

Material Agreement

$1.50$49.00$52.00$111.4M

8.01

Other Events. On March 24, 2026, the Company issued a press release announcing the signing of the Amendment. A copy of the press release is attached as Exhibit

Other Event

9.01

Financial Statements and Exhibits (d) Exhibits The exhibits listed on the Exhibit Index are incorporated herein by reference. Exhibit Number Description 2.1* Am

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Amendment No. 1 to the Agreement and Plan of Merger
Parties: Janus Henderson Group plc, Jupiter Company Limited, Jupiter Merger Sub Limited

•Increase cash consideration per ordinary share from $49.00 to $52.00.
•Fixed expense reimbursement payment of $118,200,000 upon termination for failure to obtain Required Company Vote.
•Increase termination fees to $394,000,000 (if Expense Reimbursement Payment not paid) or $275,800,000 (if paid).
•Permit quarterly dividend not exceeding $1.00 per share of Company Common Stock for fiscal quarters commencing on or after July 1, 2026, subject to satisfaction of conditions including Required Company Vote and required Client Consent Percentage.
•Permit Parent to offer rollover and equity purchase opportunities to Company employees following Required Company Vote, without creating pre-Closing liability for Company.

Exhibits (3)

2.1

EXHIBIT 2.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1