tm2534023-7_prem14a - none

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
DATED JANUARY 30, 2026

[•], 2026

Dear Fellow Shareholder:

On behalf of the board of directors, I cordially invite you to attend an extraordinary general meeting (the “special meeting”) of shareholders of Janus Henderson Group plc, a public company limited by shares incorporated in Jersey (“Janus Henderson” or the “Company”). The special meeting will be held on [•], 2026, at [•], Denver time. The special meeting can be accessed by attending in person or virtually by visiting [•], where you will be able to listen to the meeting live. You may vote your shares in advance of the special meeting by internet, telephone, or mail pursuant to the instructions on the enclosed proxy card or voting instruction form. You will not be able to vote your shares at the meeting if you attend the meeting virtually.

On December 21, 2025, the Company entered into an Agreement and Plan of Merger (as amended or supplemented from time to time, the “merger agreement”) with Jupiter Company Limited (“Parent”), a private limited company incorporated in Jersey, and Jupiter Merger Sub Limited (“Merger Sub”), a private limited company incorporated in Jersey and a wholly owned subsidiary of Parent, providing for, subject to the satisfaction or waiver of specified conditions, the acquisition of the Company by Parent at a price of $49.00 per share in cash, without interest. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), in accordance with the Companies (Jersey) Law 1991 (as amended, modified, or re-enacted from time to time, the “Companies Law”), with the Company surviving the merger as a wholly owned subsidiary of Parent. Parent was formed by funds associated with Trian Fund Management, L.P., a Delaware limited partnership (“Trian”), solely for the purpose of engaging in the transactions contemplated by the merger agreement. Immediately prior to the effective time of the merger (the “Effective Time”), Parent will be owned by, among others, funds associated with Trian and funds associated with General Catalyst Group Management, LLC, a Delaware limited liability company (“General Catalyst”). Trian Partners AM Holdco II, Ltd., a Cayman Islands exempted company with limited liability and affiliate of Trian (the “Trian Shareholder”), owned, as of the measurement date (as defined below), approximately 20.7% of the issued and outstanding ordinary shares of Company, par value $1.50 per share (the “Shares” and each, a “Share”).

At the special meeting, the Company will ask you to consider and vote on: (i) a proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger; (ii) a proposal to adjourn the special meeting to a later date or time as determined by the chair of the special meeting, if necessary, in order to solicit additional proxies (including soliciting proxies from shareholders that have previously returned properly signed proxies voting against the approval and adoption of the merger and the transactions contemplated by the merger agreement, including the merger) to approve the aforementioned proposal regarding the merger agreement (the “adjournment proposal”); and (iii) an advisory and non-binding proposal to approve certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger (the “non-binding compensation advisory proposal”).

Regardless of whether you plan to attend the special meeting, we encourage you to vote your shares by mail, by telephone or through the internet following the procedures outlined below.

If the merger is approved by the Company’s shareholders and all other conditions to the closing of the merger are either satisfied or waived, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares directly owned and held by Parent, Merger Sub (including Shares transferred by the Trian Shareholder, directly or indirectly, to Parent immediately prior to the Effective Time), the Company or any of their respective subsidiaries (other than shares held by the Company or its subsidiaries on behalf of third parties)) will be cancelled and automatically converted into the right to receive $49.00 per share in cash, without interest.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement and the transactions contemplated by the merger agreement,

TABLE OF CONTENTS

including the merger. We encourage you to carefully read the accompanying proxy statement, including the copy of the merger agreement attached as Annex A to the proxy statement as well as documents referred to or incorporated by reference in the proxy statement, including the related Schedule 13E-3, as these documents set forth other important information related to the Company and the transactions contemplated by the merger agreement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”).

On October 28, 2025, the board of directors of the Company (the “Board”) formed a special committee (the “Special Committee”), comprised solely of disinterested members of the Board who were determined by the Board to be independent of Trian and General Catalyst to among other things, explore strategic transactions outside of the ordinary course of business and review, evaluate and negotiate the merger agreement and the transactions contemplated thereby together with its own independent legal and financial advisors, and take all other actions that are, in the opinion of the Special Committee, necessary or desirable in connection with its authority. As more fully described in the proxy statement, the Special Committee, with the assistance of its own independent financial and legal advisors and, where appropriate, the Company’s management and the Company’s outside legal advisor, evaluated and negotiated the merger agreement and the other agreements and transactions contemplated therein, including the merger and evaluated other strategic alternatives for the Company. The Special Committee ultimately unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are in the best interests of the Company and (ii) recommended that the Board (A) resolve as required by Article 127E(1) of the Companies Law in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are in the best interests of the Company; (B) approve, adopt and declare advisable the merger agreement and the transactions contemplated by the merger agreement (including the merger); (C) direct that the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement (including the merger) be submitted to a vote at a meeting of the Company’s shareholders; (D) recommend the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement (including the merger) by the Company’s shareholders pursuant to Article 127F(1) of the Companies Law; and (E) approve, adopt and declare advisable the Voting and Rollover Agreement and the limited guarantees (each, as defined in the Proxy Statement).

The Board, other than certain directors recusing themselves in accordance with applicable law, carefully reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger and also considered the unanimous recommendation of the Special Committee and such other matters as it considered necessary or appropriate. By a unanimous vote, the Board (other than those directors recusing themselves in accordance with applicable law) (i) resolved as required by Article 127E(1) of the Companies Law in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated thereby (including the merger) are in the best interests of the Company, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) directed that the approval and adoption of the merger agreement (including the merger) be submitted to a vote at a meeting of the Company’s shareholders, (iv) recommended the approval and adoption of the merger agreement (including the merger) by the Company’s shareholders pursuant to Article 127F(1) of the Companies Law and (v) approved, adopted and declared advisable the Voting and Rollover Agreement and the limited guarantees (each, as defined herein). Accordingly, based, in part, on the unanimous recommendation of the Special Committee, the members of the Board that approved the merger unanimously recommend that you vote (i) “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger; (ii) “FOR” the proposal to adjourn the special meeting to a later date or time as determined by the chair of the special meeting, if necessary, to solicit additional proxies to approve the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger; and (iii) “FOR” the proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger.

Your vote is important. Whether or not you plan to attend the special meeting and regardless of the number of Shares you own, your vote on the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, the proposal to adjourn the special meeting, and the proposal regarding certain merger-related executive compensation arrangements, is

TABLE OF CONTENTS

important, and we encourage you to vote promptly. The merger cannot be completed unless the merger agreement and the transactions contemplated by the merger agreement, including the merger, are approved by special resolution. This means that, for the resolution to approve and adopt the merger agreement and the transactions contemplated thereby to be passed, at least two-thirds (2/3) of the total number of votes cast at the special meeting must be cast in favor of such resolution. The proposal to adjourn the special meeting to a later date or time as determined by the chair of the special meeting, if necessary, to solicit additional proxies, is proposed as an ordinary resolution, which means that for such resolution to be passed, more than one-half (1/2) of votes cast at the special meeting must be cast in favor of such resolution. The approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger is proposed as an ordinary resolution, which means that for such resolution to be passed, more than one-half (1/2) of the votes cast must be cast in favor of such resolution.

After reading the accompanying proxy statement, including the copy of the merger agreement attached as Annex A to the proxy statement as well as documents referred to or incorporated by reference in the proxy statement, including the related Schedule 13E-3, please make sure to vote your Shares promptly (1) by telephone by following the instructions on the enclosed proxy card; (2) through the internet by following the instructions on the enclosed proxy card; or (3) by completing, signing and dating the enclosed proxy card and returning it in the prepaid envelope provided. Instructions regarding all three methods of voting are provided on the enclosed proxy card. If you hold your Shares through an account with a bank, broker, trust or other nominee, you are considered the beneficial owner of Shares held in “street name” and should follow the instructions you receive from your bank, broker, trust or other nominee to vote your Shares. Unless you give your bank, broker, trust or other nominee instructions on how to vote your Shares, your bank, broker, trust or other nominee will not be able to vote your Shares at the special meeting. U.K. DI Holders (as defined in the proxy statement) must provide voting instructions pursuant to special procedures described in the proxy statement. To facilitate timely receipt of your proxy, we encourage you to vote via the internet or telephone (if such voting methods are available to you) by following the instructions on the enclosed proxy card promptly.

Completion of the merger is subject to the satisfaction or waiver of certain conditions set forth in the merger agreement. The proposed merger is a “going private transaction” under the rules of the Securities and Exchange Commission. If the merger is completed, Janus Henderson will become a privately held company, wholly owned by Parent, and its Shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act, as promptly as practicable following the Effective Time.

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll-free at (877) 800-5192
Banks and brokers may call collect: (212) 750-5833

Your support of and interest in Janus Henderson is sincerely appreciated.

John Cassaday
Chairman

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger and the other transactions contemplated by the merger agreement, passed upon the merits or fairness of the merger and the other transactions contemplated by the merger agreement or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2026 and is first being mailed to Janus Henderson’s shareholders on or about [•], 2026.

TABLE OF CONTENTS

JANUS HENDERSON GROUP PLC
151 Detroit Street
Denver, CO 80206

NOTICE OF EXTRAORDINARY GENERAL MEETING

To Be Held on [•], 2026

To the Shareholders of Janus Henderson Group plc:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “special meeting”) of Janus Henderson Group plc, a public company limited by shares incorporated in Jersey (“Janus Henderson” or the “Company”), will be held at [•] Denver time on [•], 2026, at [address]. The special meeting can also be accessed via live listen-only webcast by visiting [•], where you will be able to listen to the meeting live. We encourage you to allow ample time for online check-in, which will open at [•], Denver time. The purpose of holding the special meeting is to consider and, if thought fit, to pass the following resolutions as ordinary and special resolutions of Janus Henderson (as the case may be, as indicated below):

SPECIAL RESOLUTION

RESOLVED, THAT the Agreement and Plan of Merger, dated December 21, 2025, by and among the Company, Jupiter Company Limited, a private limited company incorporated in Jersey (“Parent”) and Jupiter Merger Sub Limited (“Merger Sub”) a private limited company incorporated in Jersey and a wholly owned subsidiary of Parent (as amended or supplemented from time to time, the “merger agreement”) and that states, among other things, the terms and means of effecting a merger of the Company and Merger Sub, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “merger”) under Part 18B (Mergers) of the Companies (Jersey) Law 1991 (as amended, modified, or re-enacted from time to time, the “Companies Law”) and the transactions contemplated thereby, including the merger and, subject to completion of the merger, the resulting change in status of the Company for the purposes of the Companies Law to a “private company” and in connection therewith, the alteration of the memorandum of association of the Company and, the change of the Company’s name from “Janus Henderson Group plc” to “Janus Henderson Group Ltd.” in satisfaction of the requirements of Articles 13 and 14 of the Companies Law, be and are hereby approved and adopted for all purposes, including (without limitation) for the purposes of Article 127F(1) of the Companies Law and the directors of the Company (or a duly authorized committee thereof) be and are authorized to take all such action as they may consider necessary or desirable for the implementation of the merger pursuant to the terms and subject to the conditions contained in the merger agreement (“Resolution 1”).

ORDINARY RESOLUTIONS

RESOLVED, THAT if and to the extent that at the time of the special meeting there are insufficient votes to approve and adopt Resolution 1 (including as a result of failure to achieve a quorum), the special meeting be adjourned to a later date or time, as determined by the chair of the special meeting, in order to continue to solicit additional proxies (including to solicit proxies from shareholders that have previously returned properly signed proxies voting against Resolution 1).

RESOLVED, THAT on an advisory, non-binding basis, the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise relates to the merger, as disclosed in the proxy statement pursuant to Item 402(t) of Regulation S-K under the heading “Special Factors — Interests of Directors and Executive Officers in the Merger,” beginning on page 73 (which disclosure includes the Golden Parachute Compensation Table required pursuant to Item 402(t) of Regulation S-K) be hereby approved.

Shareholders of record at the close of business on [•], 2026 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. You may vote your shares by internet, telephone, or mail pursuant to the instructions on the enclosed proxy card or voting instruction form.

TABLE OF CONTENTS

For more information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement, including the copy of the merger agreement attached as Annex A to the proxy statement as well as documents referred to or incorporated by reference in the proxy statement, including the related Schedule 13E-3, as these documents set forth other important information related to the Company and the transactions contemplated by the merger agreement. You may also obtain additional information about the Company from other documents filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

The special committee (the “Special Committee”) comprised solely of independent, disinterested directors who were determined by the Board to be independent of Trian and General Catalyst unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are in the best interests of the Company and (ii) recommended that the Board (A) resolve as required by Article 127E(1) of the Companies Law in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are in the best interests of the Company; (B) approve, adopt and declare advisable the merger agreement and the transactions contemplated by the merger agreement (including the merger); (C) direct that the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement (including the merger) be submitted to a vote at a meeting of the Company’s shareholders; (D) recommend the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement (including the merger) by the Company’s shareholders pursuant to Article 127F(1) of the Companies Law; and (E) approve, adopt and declare advisable the Voting and Rollover Agreement and the limited guarantees (each, as defined in the Proxy Statement).

The board of directors of the Company (the “Board”), other than certain directors recusing themselves in accordance with applicable law, carefully reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger and also considered the unanimous recommendation of the Special Committee and such other matters as it considered necessary or appropriate. By a unanimous vote, the Board (other than those directors recusing themselves in accordance with applicable law) (i) resolved as required by Article 127E(1) of the Companies Law in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated thereby (including the merger) are in the best interests of the Company, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) directed that the approval and adoption of the merger agreement (including the merger) be submitted to a vote at a meeting of the Company’s shareholders, (iv) recommended the approval and adoption of the merger agreement (including the merger) by the Company’s shareholders pursuant to Article 127F(1) of the Companies Law and (v) approved, adopted and declared advisable the Voting and Rollover Agreement and the limited guarantees (each, as defined herein).

A member of the Company who is entitled to attend and vote at the special meeting is entitled to one or more proxies to attend, speak and vote on behalf of the member. A proxy need not also be a member.

Based in part on the unanimous recommendation of the Special Committee, the members of the Board that approved the merger unanimously recommend that at the special meeting you vote (i) “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, (ii) “FOR” the proposal to adjourn the special meeting, if determined to be necessary by the chair of the special meeting, to solicit additional proxies and (iii) “FOR” the proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger.

The proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, is proposed as a special resolution, which means that for this resolution to be passed, at least two-thirds (2/3) of the total number of votes cast at the special meeting must be cast in favor of such resolution. The proposal to adjourn the special meeting, if determined to be necessary by the chair of the special meeting, to solicit additional proxies, is proposed as an ordinary resolution, which means that for this resolution to be passed, more than one-half (1/2) of votes cast at the special meeting must be cast in favor of this resolution. The approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger

TABLE OF CONTENTS

is proposed as an ordinary resolution, which means that for this resolution to be passed, more than one-half (1/2) of the votes cast must be cast in favor of such resolution.

Note that if at least two-thirds (2/3) of the total votes cast at the special meeting are in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, the proposal to adjourn the special meeting, if necessary to, solicit additional proxies, shall not be put to the meeting as such proposal would be rendered ineffective.

To assure that your Shares are represented at the special meeting, regardless of whether you plan to attend the special meeting, please vote by telephone or through the Internet by following the instructions set forth on the enclosed proxy card. Alternatively, you can complete, sign and mail the enclosed proxy card in the postage-paid envelope provided as soon as possible. Instructions regarding each of the methods of voting are provided on the enclosed proxy card. To facilitate timely receipt of your proxy, we encourage you to vote via the internet or telephone (if such voting methods are available to you) by following the instructions on the enclosed proxy card promptly. If you are voting by telephone or through the internet, then your voting instructions must be received by 11:59 p.m. Denver time on the day before the special meeting. Your proxy is being solicited by the Board. If you are submitting a proxy by mail you should complete, sign and date the proxy card and return it so that it is received in advance of the special meeting. Proxy cards submitted by mail must be received before polls close at the special meeting for your Shares to be voted.

If you are a holder (a “U.K. DI Holder”) of Janus Henderson Group plc U.K. Depositary Interests (“U.K. DIs”), whether through CREST or the Janus Henderson Corporate Sponsored Nominee Facility (“CSN”), you need to vote by providing voting instructions to the depositary of the U.K. DIs, Computershare Investor Services PLC (the “Depositary”) in the manner further described in proxy statement. U.K. DIs are held through two different systems, CREST or CSN. If you held a U.K. DI in either system as of [•] Denver time ([•] London time) on [•], 2026 (or, if the special meeting is adjourned, on such other date as is communicated to U.K. DI Holders), you are entitled to provide voting instructions in respect of the number of U.K. DIs registered in your name at that time. However, if you are a holder of U.K. DIs, you must provide your voting instructions earlier than record holders of the Company, and prior to the dates and times which are described in the proxy statement. If you are a U.K. DI Holder and you wish to attend the meeting in person and vote your shares at the meeting, you will need to follow the additional procedures described in the proxy statement.

If you are a beneficial owner, please check with your broker, bank, or other nominee, as applicable, and carefully follow the voting procedures provided to you.

If you have any questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”). Shareholders may call toll-free at (877) 800-5192. Banks and brokers may call collect at (212) 750-5833.

Your vote is very important. Whether or not you plan to attend the special meeting, please vote by telephone or via the Internet by following the instructions set forth on the enclosed proxy card. You may also vote by completing, signing and dating the enclosed proxy card and returning it by mail in the postage-paid envelope provided. If you are a record holder and you do not return your properly executed proxy card, vote by telephone or via the internet, or if you are a beneficial owner and you do not specifically instruct your bank, broker or other nominee how to vote any Shares held for you in “street name,” your Shares will not be voted at the special meeting.

By Order of the Board of Directors,

Michelle Rosenberg
Chief Administrative Officer, General Counsel and
Company Secretary

[•], 2026

Please Vote — Your Vote is Important

TABLE OF CONTENTS

SUMMARY TERM SHEET

This summary highlights certain information in this proxy statement but may not contain all of the information that may be important to you. You should carefully read the entire proxy statement, the attached Annexes and the other documents to which this proxy statement refers you, as well as the related Schedule 13E-3 for a more complete understanding of the matters being considered at the special meeting. In addition, this proxy statement incorporates by reference important business and financial information about Janus Henderson Group plc. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section entitled “Where You Can Find More Information.” Unless the context otherwise indicates, we refer to Janus Henderson Group plc as “Janus Henderson” the “Company,” “we,” “us” or “our.”

Since the transactions contemplated by the merger agreement, including the merger, constitute a “going-private” transaction under the rules of the U.S. Securities and Exchange Commission (the “SEC”), the Company and the Buyer Filing Parties (as defined below) have filed with the SEC a Transaction Statement on Schedule 13E-3 with respect to the transactions contemplated by the merger agreement, including the merger. You may obtain any additional information about the Schedule 13E-3 under the caption “Where You Can Find More Information.”

The Parties (see page [•])

Janus Henderson

Parent

Jupiter Company Limited, a private limited company incorporated in Jersey ( “Parent”), is a holding company formed on December 17, 2025 by funds associated with Trian Fund Management, L.P., a Delaware limited partnership (“Trian”), solely for the purpose of engaging in the transactions contemplated by the merger agreement (as defined below). Immediately prior to the Effective Time (as defined below), Parent will be owned by funds associated with Trian and funds associated with General Catalyst Group Management, LLC, a Delaware limited liability company (“General Catalyst”), among others. Parent has not conducted any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with its acquisition of Janus Henderson. Parent’s principal business address is c/o Trian Fund Management, L.P., 280 Park Avenue, 41st Floor, New York, NY 10017. The telephone number at the principal office is (212) 451-3000.

Merger Sub

Parent formed Jupiter Merger Sub Limited, a company incorporated in Jersey and a wholly owned subsidiary of Parent (“Merger Sub”), on December 17, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement (as defined below). Merger Sub has not conducted any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with Parent’s acquisition of Janus Henderson. Merger Sub’s principal business address is c/o Trian Fund Management, L.P., 280 Park Avenue, 41st Floor, New York, NY 10017. The telephone number at the principal office is (212) 451-3000.

Trian

TABLE OF CONTENTS

public and private investments. Leveraging the fifty-plus (50+) years’ operating experience of its Founding Partners, Nelson Peltz and Peter May, Trian seeks to invest in high quality companies with untapped potential. Trian works collaboratively with management teams and boards to help companies execute operational and strategic initiatives designed to drive long-term shareholder value. As of the measurement date (as defined below), Trian Partners AM Holdco II, Ltd., a Cayman Islands exempted company with limited liability and affiliate of Trian (the “Trian Shareholder”), beneficially owned approximately 20.7% of the Shares outstanding.

General Catalyst

General Catalyst is a global investment and transformation company that partners with the world’s most ambitious entrepreneurs to drive resilience and applied AI. General Catalyst supports founders with a long-term view who challenge the status quo, partnering with them from seed to growth stage and beyond. With offices in San Francisco, New York City, Boston, Berlin, Bangalore and London, the company has supported the growth of 800+ businesses.

The Merger (see page 2)

On December 21, 2025, Janus Henderson, Parent and Merger Sub entered into an Agreement and Plan of Merger (as amended or supplemented from time to time, the “merger agreement”). Under the terms of the merger agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Janus Henderson (the “merger”). Janus Henderson will survive the merger as a wholly owned subsidiary of Parent (the “Surviving Company”).

Upon completion of the merger, each ordinary share of Janus Henderson, par value $1.50 per share (the “Shares” and each, a “Share”), issued and outstanding immediately prior to the effective time of the merger (the “Effective Time”) (other than Shares directly owned and held by Parent, Merger Sub (including Shares transferred by the Trian Shareholder, directly or indirectly, to Parent immediately prior to the Effective Time), Janus Henderson or any of their respective subsidiaries (other than shares held by Janus Henderson or its subsidiaries on behalf of third parties) (collectively, the “Excluded Shares”)) will cease to be issued and outstanding, will be cancelled and will cease to exist, and each certificate formerly representing any of the Shares and each book-entry account formerly representing any uncertificated Shares (other than, in each case, Excluded Shares) will thereafter represent only the right to receive $49.00 per share in cash, without interest.

Following the completion of the merger, Janus Henderson will cease to be a publicly traded company and the Surviving Company will become a wholly owned subsidiary of Parent.

The Special Meeting (see page 29)

An extraordinary general meeting (the “special meeting”) of our shareholders will be held on [•], 2026, at [•], Denver time. The special meeting can be attended in person or accessed online by visiting [•], where you will be able to listen to the meeting live. You will not be able to vote your shares at the meeting if you attend the meeting virtually. At the special meeting, you will be asked to, among other things, vote for the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger. See the section entitled “The Special Meeting,” beginning on page 29, for additional information on the special meeting, including how to vote your Shares.

Shareholders Entitled to Vote; Vote Required to Approve the Merger and the Other Transactions Contemplated by the Merger Agreement (see page 50)

You may vote at the special meeting if you were a holder of record of Shares as of the close of business on [•], which is the record date for the special meeting (the “record date”). You will be entitled to one (1) vote for each Share that you owned on the record date.

If you are a holder (a “U.K. DI Holder”) of Janus Henderson Group plc U.K. Depositary Interests (“U.K. DIs”), your holding represents an entitlement to vote your underlying Shares if you held Shares in either of relevant systems through which U.K. DIs are held, CREST or the Janus Henderson Corporate

TABLE OF CONTENTS

Sponsored Nominee Facility (“CSN”), as of [•] Denver time ([•] London time) on [•], 2026 (or, if the special meeting is adjourned, on such other date as is communicated to U.K. DI Holders). You shall be entitled to provide voting instructions to the depositary, Computershare Investor Services PLC (the “Depositary”), in respect of the number of U.K. DIs registered in your name at that time above. Changes to entries in CREST or CSN after that time shall be disregarded in determining the rights of any UK DI Holders to provide voting instructions to the Depositary in regard to the special meeting.

As of the record date, there were [•] Shares issued and outstanding and entitled to vote at the special meeting. The approval and adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires approval by special resolution. This means that, for this resolution to be passed, at least two-thirds (2/3) of the total number of votes cast at the special meeting must be cast in favor of this resolution.

How to Vote (see page 31)

Shareholders of record have a choice of voting in person at the special meeting or by authorizing a proxy in advance of the special meeting by (1) calling the toll-free telephone number set forth on the enclosed proxy card and following the instructions, (2) through the internet by following the instructions set forth on the enclosed proxy card or (3) completing, dating and signing the enclosed proxy card and returning it by mail in the prepaid envelope provided. Please refer to your proxy card or the information forwarded to you by your bank, broker, trust or other nominee to see which options are available to you. To facilitate timely receipt of your proxy, we encourage you to vote via the internet or telephone (if such voting methods are available to you) by following the instructions on the enclosed proxy card promptly. The telephone and internet voting facilities for shareholders of record will close at 11:59 p.m. Denver time on the day before the special meeting. If you are submitting a proxy by mail you should complete, sign and date the proxy card and return it so that it is received in advance of the special meeting. Proxy cards submitted by mail must be received before polls close at the special meeting for your Shares to be voted.

Any shareholder can attend the special meeting in person or listen in live via a listen-only webcast by visiting [•]. The special meeting starts at [•], Denver time. If you are participating by internet, please have your Control Number provided on your proxy card to join the special meeting. Instructions on who can attend via internet are posted at [•].

If you wish to vote by proxy and your Shares are held in “street name” by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your Shares, your bank, broker, trust or other nominee will not be able to vote your Shares at the special meeting. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee.

If you are a U.K. DI Holder, you may vote by instructing the depositary of the U.K. DIs, Computershare Investor Services PLC by any of the methods starting on page [•] of the proxy statement. U.K. DIs are held through two different systems, CREST or CSN. However, if you are a holder of U.K. DIs in either system, you must provide your voting instructions earlier than record holders of the Company. The deadline for each potential method of submitting your vote is also set forth starting on page [•] of the proxy statement. If you are a U.K. DI Holder and you wish to attend the meeting in person and vote your Shares at the meeting, you must inform the Depositary at csnditeam@computershare.co.uk by 9:00 a.m. (London time) on [•], 2026. The Depositary will provide a Letter of Representation with respect to the relevant U.K. DI Holder that will enable such UK DI Holder, or a representative thereof, to attend, ask questions and vote the Shares underlying the U.K. DIs at the special meeting on the Depositary’s behalf. The completed Letter of Representation must be brought to the special meeting to gain access to the meeting.

YOU SHOULD NOT SEND IN YOUR STOCK CERTIFICATE(S) WITH YOUR PROXY CARD. If the merger is completed, a letter of transmittal with instructions for the surrender of certificates representing Shares will be mailed to shareholders shortly after the merger is completed.

For additional information regarding the procedure for authorizing your proxy, see the sections entitled “The Special Meeting — How to Vote,” beginning on page 31, and “The Special Meeting — Solicitation of

TABLE OF CONTENTS

Proxies,” beginning on page 34. If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”). Shareholders may call toll-free at (877) 800-5192. Banks and brokers may call collect at (212) 750-5833.

Recommendation of the Special Committee; Recommendation of the Board; Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Transactions Contemplated by the Merger Agreement, Including the Merger (see page 50)

On October 28, 2025, the board of directors of Janus Henderson (the “Board”) formed a special committee (the “Special Committee”), comprised solely of disinterested members of the Board who were determined by the Board to be independent of Trian and General Catalyst to among other things, explore strategic transactions outside of the ordinary course of business and review, evaluate and negotiate the merger agreement and the transactions contemplated thereby together with its own independent legal and financial advisors, and take all other actions that are, in the opinion of the Special Committee, necessary or desirable in connection with its authority. The Special Committee ultimately unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are in the best interests of the Company and (ii) recommended that the Board (A) resolve as required by Article 127E(1) of the Companies Law in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are in the best interests of the Company; (B) approve, adopt and declare advisable the merger agreement and the transactions contemplated by the merger agreement (including the merger); (C) direct that the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement (including the merger) be submitted to a vote at a meeting of the Company’s shareholders; (D) recommend the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement (including the merger) by the Company’s shareholders pursuant to Article 127F(1) of the Companies Law; and (E) approve, adopt and declare advisable the Voting and Rollover Agreement and the limited guarantees (each, as defined herein)

The Board, other than certain directors recusing themselves in accordance with applicable law, carefully reviewed and considered the terms and conditions of the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Board also considered the unanimous recommendation of the Special Committee and such other matters as the Board considered necessary or appropriate. By a unanimous vote, the Board (other than those directors recusing themselves in accordance with applicable law) (i) resolved as required by Article 127E(1) of the Companies (Jersey) Law 1991 (as amended, modified, or re-enacted from time to time, the “Companies Law”) in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated thereby (including the merger) are in the best interests of Janus Henderson, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) directed that the approval and adoption of the merger agreement (including the merger) be submitted to a vote at a meeting of Janus Henderson’s shareholders (iv) recommended the approval and adoption of the merger agreement (including the merger) by Janus Henderson’s shareholders pursuant to Article 127F(1) of the Companies Law and (v) approved, adopted and declared advisable the Voting and Rollover Agreement and the limited guarantees (each, as defined herein). Such approval by the Board constituted approval by a majority of the directors of Janus Henderson directors who are not employees of Janus Henderson. In addition, the members of the Board that approved the merger, on behalf of the Company believe that the merger is fair to the Company’s “unaffiliated security holders,” as such term is defined under Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Based, in part, on the unanimous recommendation of the Special Committee, the members of the Board that approved the merger unanimously recommend that you vote (i) “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger (the “merger proposal”) (See PROPOSAL 1: APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER); (ii) “FOR” the proposal to adjourn the special meeting to a later date or time as determined by the chair of the special meeting, if necessary, to solicit additional proxies to approve the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement,

TABLE OF CONTENTS

including the merger (the “adjournment proposal”) (See PROPOSAL 2: AUTHORITY TO ADJOURN THE SPECIAL MEETING); and (iii) “FOR” the proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger (the “non-binding compensation advisory proposal”) (See PROPOSAL 3: NON-BINDING COMPENSATION ADVISORY PROPOSAL).

For a discussion of the material factors considered by the Special Committee and the Board in reaching their conclusions, see the section entitled “Special Factors — Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Transactions Contemplated by the Merger Agreement, Including the Merger,” beginning on page 50. In addition, in considering the recommendations of the Special Committee and the Board with respect to the merger and the other transactions contemplated by the merger agreement, you should be aware that some of our directors and executive officers have interests that are different from, or in addition to, the interests of Janus Henderson’s shareholders generally. See the section entitled “Special Factors — Interests of Directors and Executive Officers in the Merger,” beginning on page 73.

Opinion of Goldman Sachs & Co. LLC (page 59 and Annex C)

Goldman Sachs & Co. LLC (“Goldman Sachs”) delivered its opinion to the Special Committee that, as of December 21, 2025 and based upon and subject to the factors and assumptions set forth therein, the $49.00 in cash per Share to be paid to the holders (other than Parent, the Trian Shareholder and their respective affiliates) of Shares pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated December 21, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Special Committee and, with respect to the opinion, the Board, in connection with their consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Shares should vote with respect to the merger or any other matter. Pursuant to an engagement letter among the Special Committee, the Company and Goldman Sachs, the Company has agreed to pay Goldman Sachs a transaction fee of approximately $55 million, all of which is contingent upon consummation of the merger.

Reasons of the Buyers for the Merger; Position of the Buyer Filing Parties as to the Fairness of the Merger (page 69)

Under the SEC rules governing “going-private” transactions, each of Jupiter Company Limited, a company incorporated in Jersey; Jupiter Merger Sub Limited, a company incorporated in Jersey; Jupiter Topco LLC, a Jersey limited liability company; Jupiter Acquisition Limited, a company incorporated in Jersey; Trian Fund Management, L.P., a Delaware limited partnership; Trian Fund Management GP, LLC, a Delaware limited liability company; the Trian Shareholder; Nelson Peltz; and Peter W. May (collectively, the “Buyer Filing Parties”) is an affiliate of the Company for purposes of the merger, and, therefore, the Buyer Filing Parties are required to express to the Company’s unaffiliated security holders their reasons for the Merger, as well as their beliefs as to the fairness of the merger to the Company’s “unaffiliated security holders,” as such term is defined under Rule 13e-3 of the Exchange Act.

Based on, among other things, the knowledge of and the analysis by the Buyer Filing Parties and the factors considered by, and the analysis and resulting conclusions of, the Special Committee and the Board discussed in the section entitled “Special Factors — Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Transactions Contemplated by the Merger Agreement, Including the Merger,” the Buyer Filing Parties believe that the merger is fair to the Company’s unaffiliated security holders. The views of the Buyer Filing Parties as to the fairness of the merger are not intended as, and do not constitute, a recommendation as to how the Company’s stockholders should vote their Shares relating to the merger.

For a description of the Buyer Filing Parties’ purposes and reasons for the merger, and their beliefs as to the fairness of the merger to the unaffiliated stockholders, see “Special Factors — Reasons of the Buyers for the Merger” and “Special Factors — Position of the Buyer Filing Parties as to the Fairness of the Merger.”

TABLE OF CONTENTS

Market Price and Dividend Data (see page 134)

Janus Henderson’s Shares are traded on the New York Stock Exchange (the “NYSE”) under the symbol “JHG.” On December 19, 2025, the last full trading day prior to the execution of the merger agreement and the public announcement of the merger, the closing price for Janus Henderson Shares was $46.02 per Share. On [•], 2026, the last full trading day prior to the date of this proxy statement, the closing price for Janus Henderson Shares was $[•] per Share.

Janus Henderson began paying dividends on its Shares in 2017. The Board declared quarterly cash dividends totaling $0.40 per Share for each of the first three (3) quarters of fiscal year 2025. The declaration of dividends is a decision made by the Board based on factors that the Board deems relevant, subject to the Companies Law. Janus Henderson has suspended the payment of its regular quarterly dividend from and after the signing of the merger agreement.

Certain Effects of the Merger (see page 81)

Upon completion of the merger, Merger Sub will be merged with and into Janus Henderson upon the terms set forth in the merger agreement. As the Surviving Company in the merger, Janus Henderson will continue to exist following the merger as a wholly owned subsidiary of Parent.

Following the completion of the merger, the Shares will no longer be traded on the NYSE or any other public market. In addition, the registration of the Shares under the Exchange Act will be terminated.

Consequences If the Merger Is Not Completed (see page 82)

If the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, does not receive the required approval from Janus Henderson’s shareholders, or if the merger is not completed for any other reason, you will not receive any consideration from Parent or Merger Sub for your Shares. Instead, Janus Henderson will remain a public company, and Janus Henderson Shares will continue to be listed and traded on the NYSE.

In addition, if the merger agreement is terminated under specified circumstances, Janus Henderson will be required to pay Parent a termination fee of either $297,130,000 or $222,850,000 (depending on whether the Expense Reimbursement (as defined below) is paid or becomes payable by Janus Henderson under the merger agreement) (the “termination fee”). The merger agreement also provides that Parent will be required to pay Janus Henderson a reverse termination fee of $222,850,000 if the merger agreement is terminated under specified circumstances (the “reverse termination fee”). See the section entitled “The Agreement and Plan of Merger — Expenses; Termination Fees,” beginning on page 117.

Treatment of Outstanding Equity Awards (see page 92)

The merger agreement provides that Janus Henderson’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

Company RSU Awards

Each outstanding restricted stock unit (each, a “Company RSU Award”) that is either (i) vested in accordance with its terms as of the Effective Time, (ii) a matching award granted in connection with purchases made under the ESPP (as defined below) (whether vested or unvested) or (iii) held by a non-employee director of the Board (whether vested or unvested) (each, a “Vested Company RSU Award”), will terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (a) (I) the merger consideration, multiplied by (II) the number of Shares subject to such Vested Company RSU Award, plus (b) the amount of any accrued but unpaid dividend equivalent rights.

Each Company RSU Award that is not a Vested Company RSU Award (each, an “Unvested Company RSU Award”) will be converted into the contingent right to receive a cash award of equivalent value equal to (i) (a) the merger consideration, multiplied by (b) the number of Shares subject to such Unvested Company RSU Award immediately prior to the Effective Time, plus (ii) the amount of any accrued but unpaid

TABLE OF CONTENTS

dividend equivalent rights (each, a “Replacement RSU Award”). Each Replacement RSU Award will earn interest at the prevailing money market rate of a specified Company money market fund, or the holder may elect to notionally invest fifty percent (50%) or one hundred percent (100%) of the cash in an underlying mutual fund or funds chosen from an approved list. Each Replacement RSU Award otherwise will have the same terms and conditions (including with respect to vesting and payment timing) as applied to the Unvested Company RSU Award for which it was exchanged.

Company PSU Awards

Each outstanding performance restricted stock unit (each, a “Company PSU Award”) where the performance period has been completed as of the Effective Time (each, a “Vested Company PSU Award”), will terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) (a) the merger consideration, multiplied by (b) the number of Shares subject to such Vested Company PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied based on actual performance), plus (ii) the amount of any accrued but unpaid dividend equivalent rights.

Each Company PSU Award that is not a Vested Company PSU Award (each, an “Unvested Company PSU Award”) will be converted into the contingent right to receive a cash award of equivalent value equal to (i) (a) the merger consideration, multiplied by (b) the number of Shares subject to such Unvested Company PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied at one hundred twenty percent (120%) of target), plus (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a “Replacement PSU Award”). Each Replacement PSU Award will earn interest at the prevailing money market rate of a specified Company money market fund, or the holder may elect to notionally invest fifty percent (50%) or one hundred percent (100%) of the cash in an underlying mutual fund or funds chosen from an approved list. Each Replacement PSU Award otherwise will have the same terms and conditions (including with respect to service-based vesting and payment timing but excluding any performance-based vesting conditions) as applied to the Unvested Company PSU Award for which it was exchanged.

Global Employee Stock Purchase Plan (ESPP)

Except as otherwise agreed between Parent and Janus Henderson, Janus Henderson will take all actions necessary under the ESPP to (i) cause the current offering period under the ESPP to end no later than March 31, 2026 or, if earlier, four business days prior to the date on which the Effective Time occurs; (ii) cause each ESPP participant’s accumulated contributions under the ESPP to be used to purchase Shares in accordance with the terms of the ESPP; and (iii) cause the ESPP to be terminated as of the Effective Time. Each Share that is outstanding immediately prior to the Effective Time will receive the merger consideration.

Sharesave Plan (UK SAYE)

Except as otherwise agreed between Parent and Janus Henderson, Janus Henderson will use commercially reasonable efforts to cause UK SAYE participants holding outstanding share options (the “options”) under the UK SAYE to exercise their options during the twenty (20)-day period ending immediately prior to the Effective Time in respect of the maximum number of Shares possible under the terms of their options as of the closing date, and receive, in respect of each such Share acquired upon exercise of an option, the merger consideration. At the closing date, the balance of a participant’s options not exercised, if any, will immediately lapse. The UK SAYE participants will not be permitted to increase the percentage of their payroll deduction elections from those in effect as of March 31, 2026, and no additional persons will be permitted to commence participation in the UK SAYE from and after March 31, 2026. Janus Henderson will take all actions necessary to cause the UK SAYE to be terminated immediately following the exercise or lapse of all options.

Buy As You Earn Plan (UK BAYE)

Except as otherwise agreed between Parent and Janus Henderson, the UK BAYE participants will not be permitted to increase the percentage of their payroll deduction elections from those in effect as of

TABLE OF CONTENTS

March 31, 2026, no additional persons will be permitted to commence participation in the UK BAYE from and after March 31, 2026, and Janus Henderson will cease providing “matching” shares after March 31, 2026. Janus Henderson will issue a plan termination notice in respect of the UK BAYE on the Effective Time. Each Share that is outstanding immediately prior to the Effective Time will receive the merger consideration.

Employee Benefits

For one year following the Effective Time (the “continuation period”), the Surviving Company will provide each employee of Janus Henderson or its subsidiaries at the Effective Time who continues to remain employed with Janus Henderson or its subsidiaries (a “continuing employee”) with (i) no less favorable base salary or base wage rate as that provided to such continuing employee immediately prior to the Effective Time; (ii) annual variable incentive opportunities that are consistent with Janus Henderson’s past practice relating to such incentive opportunities (it being understood that any post-closing target annual variable incentive opportunities are not required to be equity-based); (iii) other employee benefits (excluding defined benefit pension plans, retiree health and welfare and employee stock purchase opportunities) that are substantially comparable in the aggregate to those provided to such continuing employee by Janus Henderson and its subsidiaries immediately prior to the Effective Time; and (iv) unless otherwise determined by the Surviving Company’s Chief Executive Officer, hybrid work arrangements that are no less favorable than those in effect immediately prior to the Effective Time. Additionally, Parent has agreed that each continuing employee whose employment is terminated during the continuation period will be provided with severance benefits (including the payment of transitional or notice pay) that are no less favorable than that provided by Janus Henderson and its subsidiaries pursuant to the applicable Company benefit plan providing for such benefits and payments in effect as of December 21, 2025.

Interests of Directors and Executive Officers in the Merger (see page 73)

In considering the recommendation of the Special Committee and the Board that you vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, you should be aware that some of our directors and executive officers have interests that are different from, or in addition to, the interests of Janus Henderson’s shareholders generally. The Special Committee and the Board were aware of these interests and considered them at the time they approved the merger agreement and the transactions contemplated by the merger agreement, including the merger, and made their recommendation to Janus Henderson’s shareholders. These interests are discussed in more detail in the section of this proxy statement entitled “Special Factors — Interests of Directors and Executive Officers in the Merger.

Intent of Janus Henderson’s Directors and Executive Officers to Vote in Favor of the Merger (page 80)

Janus Henderson’s directors and executive officers have informed Janus Henderson that, as of the date of this proxy statement, they intend to vote all of their Shares in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, the adjournment proposal and the non-binding compensation advisory proposal. As of January 23, 2026 (the “measurement date”) Janus Henderson’s directors and executive officers beneficially owned, in the aggregate, approximately 21.2% of the voting power of the Shares outstanding. For more information, see the sections of this proxy statement captioned “Special Factors — Intent of Janus Henderson’s Directors and Executive Officers to Vote in Favor of the Merger” and “Important Information Regarding Janus Henderson.”

Intent of Certain Shareholders to Vote in Favor of the Merger (page 80)

The Trian Shareholder, who beneficially owned approximately 20.7% of the Shares outstanding as of the measurement date, entered into the Voting and Rollover Agreement (as defined below), pursuant to which the Trian Shareholder agreed to, among other things, vote all of its Shares in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, as well as the adjournment proposal, subject to the terms and conditions contained in the Voting and Rollover Agreement. The proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires approval by special resolution. This means that, for such resolution to be passed, at least two-thirds (2/3) of the total number of

TABLE OF CONTENTS

votes cast at the special meeting must be cast in favor of such resolution. The votes cast by the Trian Shareholder at the special meeting will count towards the requirement for the merger proposal to be approved by at least two-thirds (2/3) of the total number of votes cast at the special meeting. The Trian Shareholder’s voting obligations are subject to certain exceptions, including a change in recommendation by the Board in accordance with the terms of the Merger Agreement. For more information, see the section of this proxy statement entitled “Voting and Rollover Agreement” beginning on page 120, as well as the full text of the Voting and Rollover Agreement, attached as Annex B to this proxy statement, which is incorporated by reference in this proxy statement in its entirety.

Conditions to the Merger (see page 113)

Conditions to Each Party’s Obligations

The obligations of Janus Henderson, Parent and Merger Sub to effect the merger are subject to the satisfaction (or mutual waiver if permitted by law) on or prior to the Closing Date of the following conditions:

•

Janus Henderson must have obtained the Required Company Vote (as defined below);

•

no statute, rule, regulation, executive order, decree or ruling, shall have been adopted or promulgated, and no temporary restraining order, injunction or other order issued by a court or other governmental entity of competent jurisdiction shall be in effect, having the effect of making the merger illegal or otherwise prohibiting consummation of the merger; except this condition will not be available to any party whose failure to fulfill its obligations under the merger agreement will have been the cause of, or will have resulted in, such order or injunction;

•

the waiting period (or any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) related to the consummation of the transactions pursuant to the merger agreement, including the merger shall have expired or been terminated;

•

all applicable waiting periods (or extensions thereof) or consents, non-objections or approvals relating to the merger and the other transaction contemplated by the merger agreement under the applicable laws of the jurisdictions or governmental entities set forth in the Disclosure Letter (as defined below) shall have expired, been terminated, or been received and be in full force and effect without the imposition of a burdensome condition (as defined in the merger agreement); and

•

(i) the date as set out in Article 127FJ(3)(a) of the Companies Law (as defined below) shall have passed, and (ii) each applicable date as set out in Article 127FJ(3)(c) of the Companies Law shall have passed in respect of Janus Henderson’s and Merger Sub’s notification and publication obligations described in the merger agreement.

Conditions to Parent’s and Merger Sub’s Obligations

The obligations of Parent and Merger Sub to effect the merger are subject to the satisfaction, or waiver by Parent, on or prior to the Closing Date, of the following additional conditions:

•

subject to materiality qualifiers in certain cases, the accuracy of each of our representations and warranties in the merger agreement, and the receipt by Parent of a certificate of an executive officer of Janus Henderson to such effect;

•

Janus Henderson’s performance and compliance in all material respects with all agreements and covenants required to be performed or complied with by it under the merger agreement at or prior to the Closing Date, and the receipt by Parent of a certificate of an executive officer of Janus Henderson to such effect;

•

as of (i) the last day of the calendar month immediately preceding the month in which Closing occurs or (ii) where Closing occurs on or before the fifteenth calendar day of a month, the last day of the calendar month immediately preceding the month referenced in clause (i) (the “Calculation Date”), the aggregate annualized investment advisory or similar recurring fees (but not incentive or performance fees, contingent or similar fees or fulcrum fee adjustments, distribution and servicing fees, securities lending fees, transaction revenues and fund administration fees, but for funds that pay a unitary management fee, the entire unitary management fee is included) of all investment advisory

TABLE OF CONTENTS

clients of Janus Henderson and its subsidiaries (based upon aggregate assets under management as of November 30, 2025, as adjusted for net cash inflows and outflows from that date until the Calculation Date but not changes due to market appreciation or depreciation or any currency fluctuations) (the “Closing Revenue Run-Rate”) shall be at least eighty percent (80%) of the aggregate annualized investment advisory or similar recurring fees (but not incentive or performance fees, contingent or similar fees or fulcrum fee adjustments, distribution and servicing fees, securities lending fees, transaction revenues and fund administration fees, but for funds that pay a unitary management fee, the entire unitary management fee is included) of all investment advisory clients of Janus Henderson and its subsidiaries based upon aggregate assets under management as of November 30, 2025 (the “Base Date Revenue Run-Rate”); and

•

the absence of a material adverse effect to Janus Henderson since the date of the merger agreement and the receipt by Parent of a certificate of an executive officer of Janus Henderson to such effect.

Conditions to Janus Henderson’s Obligations

Our obligations to effect the merger are subject to the satisfaction of, or waiver by us, on or prior to the Closing Date of the following additional conditions:

•

subject to certain materiality qualifiers, the accuracy of each of the representations and warranties of Parent and Merger Sub in the merger agreement, and the receipt by Janus Henderson of a certificate of an executive officer of Parent to such effect; and

•

Parent’s performance and compliance in all material respects with all agreements and covenants required to be performed or complied with by it under the merger agreement, and the receipt by Janus Henderson of a certificate of an executive officer of Parent to such effect.

Regulatory Approvals Required for the Merger
(see page 86)

Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission, the merger cannot be completed until Janus Henderson and Parent each file a notification and report form with the Federal Trade Commission and the Antitrust Division of the Department of Justice and the applicable waiting period thereunder has expired or been terminated. On [•], 2026, each of Janus Henderson and Parent filed its required notification and report forms under the HSR Act with respect to the merger, commencing the initial 30 calendar-day waiting period. The waiting period under the HSR Act expired at 11:59 p.m. EST on [•], 2026, and satisfies one of the conditions to closing of the merger.

Janus Henderson must cause each of its subsidiaries that is registered with the SEC as a broker-dealer (each a “broker-dealer subsidiary”) to file a continuing membership application with the Financial Industry Regulatory Authority (“FINRA”) in accordance with FINRA Rule 1017 regarding the change of ownership of more than twenty-five percent (25%) of the equity of such broker-dealer subsidiary as a result of the transaction contemplated by the merger agreement. The transaction may not close if FINRA objects to such change of ownership of the Broker-Dealer Subsidiaries.

Certain other regulatory approvals including but not limited to, approvals from the Jersey Financial Services Commission, the Financial Conduct Authority in the U.K., the Commission de Surveillance du Secteur Financier in Luxembourg, the Monetary Authority of Singapore, and the Securities and Futures Commission of Hong Kong, are also required under the merger agreement as conditions to completion of the merger.

For a description of Janus Henderson’s, Parent’s and Merger Sub’s respective obligations under the merger agreement with respect to regulatory approvals, see the section entitled “The Agreement and Plan of Merger — Efforts to Complete the Merger,” beginning on page 107.

Financing (see page 86)

TABLE OF CONTENTS

as of December 21, 2025 and as supplemented by the Letter Agreement to Commitment Letter and Fee Letter, dated as of January 21, 2026, from the lender parties thereto (each, a “lender” and collectively, the “lenders”), pursuant to which the lenders have committed, subject to the terms and conditions thereof, to provide debt financing in the aggregate amount of $3,900,000,000 (the “debt commitment letter”); (ii) a Preferred Equity Commitment Letter, dated as of December 21, 2025, pursuant to which Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance company (the “preferred equity investor”), has agreed, subject to the terms and conditions thereof, to purchase preferred equity (the “preferred equity”) to be issued by Jupiter Topco LLC, a Jersey limited liability company and indirect parent of Parent, in an aggregate initial stated value of $1,000,000,000 (the “preferred equity commitment letter”); and (iii) an Equity Commitment Letter from each of (a) the Trian Equity Investors (as defined in the merger agreement); (b) Qatar Holding LLC; and (c) GC Jupiter Investor, LP (each, an “equity investor” and collectively, the “equity investors”), pursuant to which the Trian Equity Investors, Qatar Holding LLC and GC Jupiter Investor, LP have agreed, subject to the terms and conditions thereof, to invest in Parent in the aggregate amounts of $466,600,000, $795,000,000 and $1,000,000,000, respectively (collectively, the “equity commitment letters”). Parent has delivered to Janus Henderson the fully executed equity commitment letters, the preferred equity commitment letter, debt commitment letter (collectively, the “commitment letters”) and any fee letters related thereto (the debt financing, preferred equity financing and equity financing committed pursuant to the debt commitment letter, the preferred equity commitment letter and the equity commitment letters are collectively referred to herein as the “financing”).] The equity financing described above is in addition to the Shares the Trian Shareholder will contribute, through a series of transactions contemplated by the Voting and Rollover Agreement, to Parent in exchange for equity interests in an indirect parent company of Parent.

Parent and Merger Sub have represented in the merger agreement that the debt, preferred equity and equity financing described above, when funded in accordance with the commitment letters described above and giving effect to any “flex” provision contained in the debt commitment letter or the related fee letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s obligations under the merger agreement and the commitment letters, including the payment of the aggregate merger consideration, and any fees and expenses and other amounts of or payable by Parent or Merger Sub or Parent’s other affiliates at the Closing, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or its subsidiaries contemplated by, or required in connection with the transactions described in the merger agreement or the commitment letters (such amounts, collectively, the “financing amounts”). In no event will the receipt or availability of any funds or financing by Parent or any of its affiliates (including the financing described above) be a condition to any of Parent’s or Merger Sub’s obligations under the merger agreement.

Parent shall and shall cause each of its subsidiaries to take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things necessary, proper or advisable to obtain the financing amounts on or prior to the date on which the merger is required to be consummated pursuant to the terms of the merger agreement (taking into account the anticipated timing of the Marketing Period (as defined in the merger agreement)).

For more information, please see the section entitled “Special Factors — Financing” beginning on page 86.

Limited Guarantee (see page 89)

In addition to the financing described above, each of the equity investors and the Trian Shareholder (each, a “guarantor” and collectively, the “guarantors”) have agreed to guarantee certain obligations of Parent and Merger Sub in connection with the merger agreement, subject to aggregate caps set forth in the applicable guarantee, dated December 21, 2025, delivered by such equity investor to Janus Henderson (each, a “limited guarantee” and collectively, the “limited guarantees”). Pursuant to the limited guarantees, the guarantors absolutely, unconditionally and irrevocably guarantee to Janus Henderson on the terms and conditions thereof to pay a portion of, (i) the reverse termination fee (as defined below); (ii) Company enforcement expenses (as defined in the merger agreement); and (iii) other reimbursement and indemnification obligations. For more information, please see the section entitled “The Agreement and Plan of Merger — Expenses; Termination Fees” beginning on page 117.

TABLE OF CONTENTS

Financing Cooperation (see page 101)

The Company shall, and shall cause its subsidiaries to, and each of them shall use their reasonable best efforts to cause their respective representatives to use their reasonable best efforts to, provide customary cooperation, to the extent reasonably requested by Parent in writing, necessary for the completion of the debt financing and (if applicable) the preferred equity financing, in each case as described above.

For more information, please see the section entitled “The Agreement and Plan of Merger — Financing Cooperation” beginning on page 101.

Restriction on Solicitation of Competing Proposals

Subject to certain exceptions set forth in the merger agreement, Janus Henderson has agreed that it and its subsidiaries will not, nor will it (directly or indirectly) authorize or permit any of its or their controlled affiliates, officers, directors, employees, representatives, advisors or other intermediaries or subsidiaries to:

•

solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any person (other than Parent) relating to any acquisition proposal (as defined below), or agree to or endorse any acquisition proposal;

•

enter into any agreement to (i) consummate any acquisition proposal, (ii) approve or endorse any acquisition proposal or, (iii) in connection with any acquisition proposal, require Janus Henderson to abandon, terminate or fail to consummate the merger;

•

enter into or participate in any discussions or negotiations in connection with any acquisition proposal or inquiry with respect to any acquisition proposal, or furnish to any person any nonpublic information with respect to its business, properties or assets in connection with any acquisition proposal; or

•

agree or resolve to take, or take, any of the actions prohibited by bullets one (1), two (2) or three (3) above.

Notwithstanding anything to the contrary in the non-solicitation provisions described above, the Board (acting on the recommendation of the Special Committee), directly or indirectly, through affiliates, directors, officers, employees, representatives, advisors or other intermediaries, may take certain actions set forth in the merger agreement. For more information, please see the section entitled “The Agreement and Plan of Merger — Restriction on Solicitation of Competing Proposals” beginning on page 108.

Termination of the Merger Agreement (see page 115)

The merger agreement may be terminated, and the merger may be abandoned at any time prior to the Effective Time by the mutual written consent of Parent and Janus Henderson by action of their respective boards of directors (and, in the case of Janus Henderson, upon the recommendation of the Special Committee). In addition, the merger agreement may be terminated prior to the Effective Time by either Parent or Janus Henderson if:

•

the merger has not been consummated on or before June 22, 2026 (the “Termination Date”); provided that the Termination Date will be automatically extended (i) on or prior to such date, in each case, for forty-five days following the original Termination Date (as so extended, the “Extended Termination Date”) if all conditions to the Closing (other than certain conditions related to regulatory approvals and client consents listed in the merger agreement) are satisfied or waived or are capable of then being satisfied; provided, further, that the Extended Termination Date will be further automatically extended on or prior to the Extended Termination Date, in each case, for forty-five days following the Extended Termination Date (as so extended, the “Further Extended Termination Date”) if all conditions to the Closing (other than these same conditions related to regulatory approvals and client consents) are satisfied or waived or are capable of then being satisfied; and (ii) to the date that is seven business days after the expiration of the Marketing Period if the Marketing Period has commenced but not yet been completed as of the close of business on the seventh business day immediately prior to the Termination Date; provided, however, that the right to terminate the merger agreement under this bullet point will not be available to any party whose

TABLE OF CONTENTS

failure to fulfill any obligation under the merger agreement is the primary cause of the failure of the Effective Time to occur on or before the Termination Date and such action or failure to perform constitutes a breach of the merger agreement;

•

any governmental entity has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting or making illegal the transactions contemplated by the merger agreement, and such order, decree, ruling or other action has become final and nonappealable; provided that the right to terminate the merger agreement under this bullet will not be available to any party whose breach of the merger agreement results in the imposition of such order, decree or ruling or failure of such order, decree or ruling to be resisted, resolved or lifted; or

•

the approval by the shareholders of Janus Henderson required for the consummation of the merger has not been obtained due to the failure to obtain the Required Company Vote at the special meeting (or any adjournment or postponement of the special meeting).

Janus Henderson may also terminate the merger agreement and abandon the merger at any time prior to the Effective Time, by action taken or authorized by the Board if:

•

Janus Henderson enters into an alternative acquisition agreement that Janus Henderson (acting on the recommendation of the Special Committee) determines is a superior proposal and after consultation with our financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties or standards of conduct of the Board under applicable law, subject to the restrictions in the “acquisition proposals” and the “effect of termination” provisions in the merger agreement (as described in sections “— Restriction on Solicitation of Competing Proposals” and “— Expenses; Termination Fees,” respectively);

•

there has been a breach of any representation, warranty, covenant or agreement on the part of Parent or Merger Sub contained in the merger agreement such that the conditions set forth in “— Conditions to Each Party’s Obligations” above would not be satisfied and such breach is not curable, or (other than an intentional breach by Parent of certain material covenants) if such breach is curable, such breach must not have been cured prior to the earlier of (i) thirty days following notice of such breach and (ii) the Termination Date; provided that Janus Henderson will not have the right to terminate the merger agreement if Janus Henderson is then in material breach of any of its representations, warranties, covenants or agreements contained in the merger agreement; or

•

(i) all the closing conditions applicable to Janus Henderson have been and continue to be satisfied or waived; (ii) Parent and Merger Sub have failed to consummate the merger on or prior to the date the Closing should have occurred pursuant to the merger agreement; (iii) Janus Henderson has irrevocably confirmed to Parent in writing at least three (3) business days prior to such termination that Janus Henderson is ready, willing and able to consummate the Closing on such date of confirmation and at all times during the three (3) business day period immediately thereafter; and (iv) Parent and Merger Sub have failed to consummate the Closing within three (3) business days after the receipt of such irrevocable confirmation pursuant to the preceding clause (iii).

Parent may also terminate the merger agreement and abandon the merger at any time prior to the Effective Time if:

•

the Board makes a change in recommendation (as defined below under the section entitled “The Agreement and Plan of Merger — Obligation of the Board with Respect to Its Recommendation” beginning on page 110) or has approved or recommended an acquisition proposal (or the Board, acting on the recommendation of the Special Committee, has resolved to do any of the foregoing);

•

Janus Henderson has failed to call or hold the special meeting pursuant to the merger agreement;

•

Janus Henderson has committed an intentional breach of any of its material obligations as set forth in the section entitled “The Agreement and Plan of Merger — Restriction on Solicitation of Competing Proposals” beginning on page 108; or

•

there has been a breach of any representation, warranty, covenant or agreement made by us in the merger agreement such that the conditions set forth in “— Conditions to Each Party’s Obligations” above would not be satisfied and such breach is not curable or, if curable, is not cured prior to the

TABLE OF CONTENTS

earlier of (i) thirty days following written notice to Janus Henderson from Parent of such breach or failure and (ii) the Termination Date; provided that Parent will not have the right to terminate the merger agreement if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements under the merger agreement.

Termination Fees (see page 117)

Upon termination of the merger agreement under specified circumstances, Janus Henderson will be required to pay Parent a termination fee of either $297,130,000 or $222,850,000. The lesser amount of the termination fee will be payable if the Expense Reimbursement (as defined below) is paid or becomes payable by Janus Henderson to Parent due to the failure of Janus Henderson to obtain the Required Company Vote. This Expense Reimbursement will become payable if either Parent or Janus Henderson terminates the merger agreement because of the failure to obtain the Required Company Vote, will cover any and all reasonable and documented out-of-pocket fees and expenses actually incurred by or on Parent’s behalf in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of the merger agreement and the transactions contemplated thereby, and will not exceed $111,420,000. The merger agreement also provides that Parent may be required to pay Janus Henderson a reverse termination fee of $222,850,000 if the merger agreement is terminated under specified circumstances. For additional information, see the section entitled “The Agreement and Plan of Merger — Expenses; Termination Fees” beginning on page 117.

Right to Object

Pursuant to Article 127FB of the Companies Law, following the approval by Janus Henderson’s shareholders of the merger at the special meeting, any Company shareholder has the right to apply to the Royal Court of Jersey on the grounds that the merger would unfairly prejudice their interests. An application to the Royal Court of Jersey objecting to the merger may not be made (i) more than twenty-one (21) days after the merger has been approved by Janus Henderson’s shareholders at the special meeting or (ii) by a Company shareholder if such shareholder voted in favor of the merger. The Companies Law does not preclude a member who fails to vote their Shares on the merger proposal from making such an application. In view of this, dissenters and abstainers may bring such an application to court.

On an application to the Royal Court of Jersey in objection of the merger, the court may, if satisfied that such application is well-founded, make an order as it thinks fit for giving relief in respect of the matters complained of, subject to certain rights of the Company and Merger Sub to terminate the merger. Such order will typically be tailored to the relief sought by the applicant but may include a restraint on the merger, impose conditions on the merger or provide for the purchase of the shares of the applicant Janus Shareholder, including by Janus Henderson itself.

If you are a “street name” holder of Shares (i.e., you beneficially own Shares for which your bank, broker, trust or other nominee is the registered holder), you are not a Company shareholder / holder of record within the meaning of the Companies Law. In order to make an application to the Royal Court of Jersey in objection of the merger pursuant to Article 127FB of the Companies Law it would be necessary for you to cause your Shares to be transferred directly to you. You should contact your bank, broker, trust or nominee through which you hold Shares in “street name” who should be able to advise you on process.

U.K. Tax Considerations (see page 83)

The receipt of cash in exchange for Shares pursuant to the merger will generally be a disposal for the purposes of U.K. capital gains tax and U.K. corporation tax on chargeable gains. In general, a U.K. Holder (as such term is defined below in the section entitled “Special Factors — U.K. Tax Considerations” beginning on page 83) who receives cash in exchange for Shares in the merger may have a liability to pay capital gains tax or U.K. corporation tax on chargeable gains (as applicable) depending on such U.K. Holder’s particular circumstances, including his, her or its base cost and the availability of exemptions, reliefs or allowable losses. Non-U.K. residents will not generally be subject to U.K. tax on chargeable gains in respect of the receipt of cash in exchange for Shares pursuant to the merger. You should refer to the discussion in the section entitled “Special Factors — U.K. Tax Considerations” beginning on page 83 and consult your tax advisor with respect to the U.K. and foreign tax consequences of the merger.

TABLE OF CONTENTS

U.S. Federal Income Tax Considerations for U.S. Holders (see page 84)

The receipt of cash in exchange for Shares pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder (as such term is defined below in the section entitled “Special Factors — U.S. Federal Income Tax Considerations for U.S. Holders,” beginning on page 84) who receives cash in exchange for Shares in the merger will recognize gain or loss equal to the difference, if any, between the cash received and the U.S. holder’s adjusted tax basis in the Shares cancelled in the merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired for the same cost in a single transaction). You should refer to the discussion in the section entitled “Special Factors — U.S. Federal Income Tax Considerations for U.S. Holders,” beginning on page 84, and consult your tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of the merger.

Voting and Rollover Agreement (see page 120 and Annex B)

Concurrently with and as a condition to Janus Henderson’s execution of the merger agreement, the Trian Shareholder, which beneficially owned 31,867,800 Shares, or approximately 20.7% of the Shares outstanding as of the measurement date, entered into a voting and rollover agreement with Janus Henderson, Parent and two newly formed Jersey entities associated with Trian (the “Voting and Rollover Agreement”), pursuant to which the Trian Shareholder has agreed to, among other things, vote all of its Shares in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, as well as the adjournment proposal, subject to the terms and conditions, including certain limitations, contained in the Voting and Rollover Agreement. These voting obligations are subject to certain exceptions, including a change in recommendation by the Board in accordance with the terms of the merger agreement. The Trian Shareholder has also agreed to roll over at least 24,750,000 Shares, subject to certain adjustments as described in the Voting and Rollover Agreement (such shares, as adjusted, “rollover shares”) through a series of contributions involving the two newly formed Jersey entities that would result in Parent directly holding the rollover shares if such transactions contemplated by the Voting and Rollover Agreement are effectuated. Subject to the terms therein, the Voting and Rollover Agreement will terminate upon the earliest to occur of (i) Janus Henderson, the Trian Shareholder and Parent mutually agreeing in writing to terminate the Voting and Rollover Agreement; (ii) the Effective Time; and (iii) the termination of the merger agreement in accordance with its terms. A copy of the Voting and Rollover Agreement is attached to this proxy statement as Annex B and is incorporated by reference herein in its entirety.

Litigation Relating to the Merger (see page 89)

As of the date of this proxy statement, there are no pending lawsuits challenging the merger.

Additional Information (see page 35)

You can find more information about Janus Henderson in the periodic reports and other information we file with the SEC. The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the special meeting of shareholders and the merger. These questions and answers do not address all questions that may be important to you as a Janus Henderson shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and the documents referred to in this proxy statement.

Why am I receiving this proxy statement?

On December 21, 2025, Janus Henderson entered into the merger agreement with Parent and Merger Sub. You are receiving this proxy statement in connection with the solicitation of proxies by the Board to be voted at a special meeting of shareholders or at any adjournments or postponements of the special meeting in favor of the proposal to approve and adopt the merger agreement and transactions contemplated by the merger agreement, including the merger. This proxy statement, which you should read carefully, contains important information about the merger agreement and the transactions contemplated thereby, including the merger, and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your Shares without attending the special meeting and to ensure that your Shares are represented and voted at the special meeting.

Your vote is very important. Whether or not you plan to attend the special meeting, please vote over the telephone or via the Internet by following the instructions set forth on the enclosed proxy card. In addition, you may also vote in advance of the special meeting by completing, signing and dating the enclosed proxy card for the special meeting and returning the proxy card by mail in the postage-paid envelope provided.

As a shareholder, what will I receive in the merger?

If the merger is completed, you will be entitled to receive $49.00, in cash, without interest, for each Share you own as of immediately prior to the Effective Time. For further information, see the section entitled “The Agreement and Plan of Merger — Merger Consideration,” beginning on page 92.

How does the per-share merger consideration compare to the market price of the Shares prior to the public announcement of the merger agreement?

The per-share merger consideration of $49.00 per Share represents a premium of approximately 6.5% over the closing price of the Shares on December 19, 2025 (the last full trading day before the execution of the merger agreement and the public announcement of the merger) and a premium of approximately 18% over the unaffected closing price of the Shares on October 24, 2025, the last full trading day before media reports that Janus Henderson was exploring a potential transaction.

What are the U.K. tax considerations related to the merger?

TABLE OF CONTENTS

What are the material U.S. federal income tax consequences of the merger?

The receipt of cash in exchange for Shares pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder (as such term is defined below in the section entitled “Special Factors — U.S. Federal Income Tax Considerations for U.S. Holders,” beginning on page 84) who receives cash in exchange for Shares in the merger will recognize gain or loss equal to the difference, if any, between the cash received and the U.S. holder’s adjusted tax basis in the Shares converted into the right to receive cash in the merger. Gain or loss will be determined separately for each block of Shares (that is, Shares acquired for the same cost in a single transaction). You should refer to the discussion in the section entitled “Special Factors — U.S. Federal Income Considerations for U.S. Holders,” beginning on page 84, and consult your tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of the merger.

What will happen to outstanding Janus Henderson equity compensation awards in the merger?

For information regarding the treatment of outstanding Janus Henderson equity awards, see the section entitled “The Agreement and Plan of Merger — Treatment of Outstanding Equity Awards” beginning on page 92.

What will happen to the Janus Henderson ESPP?

For information regarding the treatment of ESPP, see the section entitled “The Agreement and Plan of Merger — Treatment of Outstanding Equity Awards” beginning on page 92.

What will happen to the Janus Henderson Sharesave Plan (UK SAYE)?

For information regarding the treatment of UK SAYE, see the section entitled “The Agreement and Plan of Merger — Treatment of Outstanding Equity Awards,” beginning on page 92.

What will happen to the Janus Henderson Buy as You Earn Plan (UK BAYE)?

For information regarding the treatment of UK BAYE, see the section entitled “The Agreement and Plan of Merger — Treatment of Outstanding Equity Awards,” beginning on page 92.

When and where will the special meeting be held?

The special meeting of Janus Henderson’s shareholders will be held on [•], 2026, at [•], Denver time. Seating will be limited. If you are a registered shareholder and plan to attend the special meeting in person, please check the “[•]” box on the proxy card and promptly return your proxy card so that we may send you an admission card. The special meeting can also be accessed via live webcast by visiting [•], where you will be able to listen to the meeting live. We encourage you to allow ample time for online check-in, which will open at [•], Denver time.You will not be able to vote your shares at the meeting if you attend the meeting virtually.

Who is entitled to vote at the special meeting?

Only holders of record of Shares as of the close of business on [•], 2026, the record date for the special meeting (the “record date”), are entitled to vote at the special meeting. You will be entitled to one vote on each of the proposals presented in this proxy statement for each Share that you held on the record date.

If you are a holder of Janus Henderson Group plc U.K. Depositary Interests (“U.K. DIs”), you will not automatically be entitled to vote directly at the special meeting. Instead, such holders (each a “U.K. DI Holder”) will need to inform the Depositary at csnditeam@computershare.co.uk by 9:00 a.m. (London time) on [•], 2026 that they would like to attend the special meeting and vote thereat. The Depositary will provide a Letter of Representation with respect to the relevant U.K. DI Holder that will enable such UK DI Holder, or a representative thereof, to attend, ask questions and vote the Shares underlying the U.K. DIs at the special meeting on the Depositary’s behalf. The completed Letter of

TABLE OF CONTENTS

Representation must be brought to the special meeting to gain access to the meeting. Any U.K. DI Holders that do not follow the above process will be unable to attend, ask questions, or vote in person at the special meeting.

What proposals will be considered at the special meeting?

At the special meeting, you will be asked to consider and vote on:

•

a proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger;

•

a proposal to adjourn the special meeting to a later date or time as determined by the chair of the special meeting, if necessary, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, if there are insufficient votes at the time of the special meeting to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger; and

•

a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Janus Henderson’s named executive officers that is based on or otherwise relates to the merger, as discussed in the section entitled “Special Factors — Interests of Directors and Executive Officers in the Merger,” beginning on page 73.

Pursuant to Janus Henderson’s articles of association, only the matters set forth in the notice of the special meeting may properly be brought before the special meeting.

What vote is required to approve each of the proposals?

The approval of the proposal to adjourn the special meeting requires approval by ordinary resolution. This means that for such resolution to be passed, it must be approved by the affirmative vote of a majority of the votes cast at the special meeting or by proxy at the special meeting on such matter. In addition, our articles of association and applicable law may permit the chair of the special meeting, acting in his or her own discretion and without any action by our shareholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting in certain circumstances. Abstentions and failures to vote will have no effect on approval of the adjournment proposal.

Note that if at least two-thirds (2/3) of the total votes cast at the special meeting are in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, the proposal to adjourn the special meeting shall not be put to the meeting, as such proposal would be rendered ineffective.

The approval of the non-binding compensation advisory proposal requires approval by ordinary resolution. This means that, assuming a quorum is present, for such resolution to be passed, it must be approved by the affirmative vote of a majority of the votes cast at the special meeting or by proxy at the special meeting on such matter. Although the Board intends to consider the vote resulting from this proposal, the vote is advisory only and, therefore, is not binding on Janus Henderson or Parent or any of their respective subsidiaries, and, if the merger is approved by Janus Henderson’s shareholders and completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved. Abstentions and failures to vote will have no effect on approval of the compensation proposal.

TABLE OF CONTENTS

What is the Special Committee, and what role did it play in evaluating the merger?

The Board formed the Special Committee comprised solely of disinterested members of the Board who were determined by the Board to be independent of Trian and General Catalyst to, among other things, explore strategic transactions outside of the ordinary course of business and review, evaluate and negotiate the merger agreement and the transactions contemplated thereby together with its own independent legal and financial advisors, and take all other actions that are, in the opinion of the Special Committee, necessary or desirable in connection with its authority. The Special Committee, with the assistance of its own independent financial and legal advisors and, where appropriate, Janus Henderson’s management and Janus Henderson’s outside legal advisor, evaluated and negotiated the merger agreement, the Voting and Rollover Agreement, the limited guarantees, the equity commitment letters and the transactions contemplated by the merger agreement, including the merger and evaluated other strategic alternatives for Janus Henderson. The Special Committee ultimately unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are in the best interests of the Company and (ii) recommended that the Board (A) resolve as required by Article 127E(1) of the Companies Law in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are in the best interests of the Company; (B) approve, adopt and declare advisable the merger agreement and the transactions contemplated by the merger agreement (including the merger); (C) direct that the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement (including the merger) be submitted to a vote at a meeting of the Company’s shareholders; (D) recommend the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement (including the merger) by the Company’s shareholders pursuant to Article 127F(1) of the Companies Law; and (E) approve, adopt and declare advisable the Voting and Rollover Agreement and the limited guarantees.

For additional information regarding the Special Committee’s recommendation to the Board, please see the sections entitled “Special Factors — Background of the Merger” beginning on page 39 and “Special Factors — Recommendation of the Special Committee,” beginning on page 49.

How does the Board recommend that I vote on the proposals?

After careful consideration, based, in part, on the unanimous recommendation of the Special Committee, the members of the Board that approved the merger unanimously resolved as required by Article 127E(1) of the Companies (Jersey) Law 1991 (as amended, modified or re-enacted from time to time, the “Companies Law”) in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated thereby (including the merger) are in the best interests of the Company and its shareholders and unanimously recommend that you vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, “FOR” the proposal to adjourn the special meeting to a later date or time if necessary and “FOR” the non-binding compensation advisory proposal.

For a discussion of the factors that the Special Committee and the Board considered in determining to recommend the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, please see the section entitled “Special Factors — Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Transactions Contemplated by the Merger Agreement, Including the Merger,” beginning on page 49.

In addition, in considering the recommendation of the Board with respect to the merger and the other transactions contemplated by the merger agreement, you should be aware that some of our directors and executive officers have interests that are different from, or in addition to, the interests of Janus Henderson’s shareholders generally. See the section entitled “Special Factors — Interests of Directors and Executive Officers in the Merger,” beginning on page 73.

Will the Company continue to pay a quarterly dividend?

No. The Company will suspend the payment of its regular quarterly dividend from and after the signing of the merger agreement.

TABLE OF CONTENTS

Do I need to attend the special meeting?

No. It is not necessary for you to attend the special meeting in order to vote your Shares. You may vote by telephone, through the internet or by mail in advance of the special meeting, as described in more detail below.

How many Shares need to be represented at the special meeting?

The presence at the special meeting, by in person attendance or by proxy, of the holders of at least one-third (1/3) of the Shares issued and outstanding (excluding any Shares held in treasury) and entitled to vote constitutes a quorum for considering the proposals. As of the close of business on the record date, there were [•] Shares outstanding. If you are a Janus Henderson shareholder as of the close of business on the record date and you vote by mail, by telephone, through the internet or in person at the special meeting, you will be considered part of the quorum. If you are a “street name” holder of Shares and you provide your bank, broker, trust or other nominee with voting instructions, then your Shares will be counted in determining the presence of a quorum. If you are a “street name” holder of Shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your Shares will not be counted in determining the presence of a quorum.

All Shares voted by shareholders that attend the special meeting in person or by proxy, which are entitled to vote at the special meeting, regardless of how such Shares are voted or whether such shareholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

Why am I being asked to consider and cast a non-binding advisory vote to approve the compensation that may be paid or become payable to Janus Henderson’s named executive officers that is based on or otherwise relates to the merger?

In July 2010, the SEC adopted rules that require companies to seek a non-binding advisory vote to approve certain compensation that may be paid or become payable to their named executive officers that is based on or otherwise relates to corporate transactions such as the merger. In accordance with the rules promulgated under Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Janus Henderson is providing its shareholders with the opportunity to cast a non-binding advisory vote on compensation that may be paid or become payable to Janus Henderson’s named executive officers in connection with the merger. For additional information, see the section entitled “Proposal 3: Non-Binding Compensation Advisory Proposal,” beginning on page 38.

What will happen if Janus Henderson’s shareholders do not approve the non-binding compensation advisory proposal?

The vote to approve the non-binding compensation advisory proposal is a vote separate and apart from the vote to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger. Approval of the non-binding compensation advisory proposal is not a condition to completion of the merger, and it is advisory in nature only, meaning that it will not be binding on Janus Henderson or Parent or any of their respective subsidiaries. Accordingly, if the merger and the other transactions contemplated by the merger agreement are approved by Janus Henderson’s shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved.

How will Janus Henderson’s directors and executive officers and certain other shareholders vote on the merger proposal?

Janus Henderson’s directors and executive officers have informed Janus Henderson that, as of the date of this proxy statement, they intend to vote all of their Shares in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, the adjournment proposal and the non-binding compensation advisory proposal. As of January 23, 2026 (the “measurement date”), Janus Henderson’s directors and executive officers beneficially owned, in the aggregate, approximately 21.2% of the voting power of the Shares outstanding. For

TABLE OF CONTENTS

more information, see the section of this proxy statement captioned “Special Factors — Intent of Janus Henderson’s Directors and Executive Officers to Vote in Favor of the Merger.”

The Trian Shareholder, who beneficially owned approximately 20.7% of the Shares outstanding as of the measurement date, entered into the Voting and Rollover Agreement, pursuant to which the Trian Shareholder agreed to vote all of its Shares in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, as well as the adjournment proposal, subject to the terms and conditions contained in the Voting and Rollover Agreement. The proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires approval by special resolution. This means that, for such resolution to be passed, at least two-thirds (2/3) of the total number of votes cast at the special meeting must be cast in favor of such resolution. The votes cast by the Trian Shareholder at the special meeting will count towards the requirement for the merger proposal to be approved by at least two-thirds (2/3) of the total number of votes cast at the special meeting. For more information, see the sections of this proxy statement entitled “Special Factors — Intent of Certain Shareholders to Vote in Favor of the Merger” and “Voting and Rollover Agreement,” as well as the full text of the Voting and Rollover Agreement, attached as Annex B to this proxy statement, which is incorporated by reference in this proxy statement in their entirety.

Do any of Janus Henderson’s directors or officers have interests in the merger that may differ from those of Janus Henderson’s shareholders generally?

Yes. In considering the recommendations of the Special Committee and the Board with respect to the merger, you should be aware that, aside from their interests as holders of Shares and equity awards, some of Janus Henderson’s directors and executive officers have interests in the merger that are different from, or in addition to, your interests as a shareholder. The Special Committee and the Board were aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement entitled “Special Factors — Interests of Directors and Executive Officers in the Merger,” beginning on page 73.

What do I need to do now?

After carefully reading and considering the information contained in this proxy statement and the Annexes attached to this proxy statement as well as documents referred to or incorporated by reference in the proxy statement, including the related Schedule 13E-3, please vote your Shares in one of the ways described below as soon as possible. Whether or not you plan to attend the special meeting, please vote by internet or telephone, or mark, sign, date and return your proxy card by mail, so that your shares are represented at the meeting. If you plan to attend the meeting, please check the “Special Meeting” box on your proxy card so that we may send you an admission card. You will be entitled to one vote for each Share that you owned on the record date. (Beneficial shareholders who hold their shares through a bank, broker or other nominee are required to obtain and submit a “legal proxy” from such bank, broker or other nominee in order to vote in person at the special meeting).

How do I vote if I am a shareholder of record?

You may vote by:

•

submitting your proxy by calling the telephone number printed on your enclosed proxy card;

•

submitting your proxy through the internet by following the instructions on your enclosed proxy card;

•

submitting your proxy by completing, signing and dating each proxy card you receive and returning it by mail in the enclosed prepaid envelope; or

•

casting your vote in person at the special meeting. The special meeting starts at [•], Denver time.

To facilitate timely receipt of your proxy, we encourage you to vote via the internet or telephone following the instructions on the enclosed proxy card promptly. If you are submitting your proxy by telephone

TABLE OF CONTENTS

or through the internet, your voting instructions must be received by 11:59 p.m., Denver time, on the day before the special meeting.

Submitting your proxy by mail, by telephone or through the internet will not prevent you from casting your vote in person at the special meeting. You are encouraged to submit a proxy by mail, by telephone or through the internet even if you plan to attend the special meeting to ensure that your Shares are represented at the special meeting.

If you return a validly executed proxy card, but do not mark the boxes showing how you wish to vote, your Shares will be voted “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, “FOR” the approval of the proposal to adjourn the special meeting if necessary and “FOR” the approval of the non-binding compensation advisory proposal.

What is the difference between holding Shares as a shareholder of record and as a beneficial owner?

If your Shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect those Shares, to be the “shareholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by the Company. As a shareholder of record, you have the right to vote, grant your voting rights directly to the Company or to a third party or to vote in person at the special meeting.

If your Shares are held through a broker, bank or other nominee, you are considered the “beneficial owner” of the Shares held in “street name.” In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those Shares, to be the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the shareholder of record, you may not vote your Shares in person at the special meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

If my Shares are held for me by a bank, broker, trust or other nominee, will my bank, broker, trust or other nominee vote those Shares for me with respect to the proposals?

Your bank, broker, trust or other nominee will NOT be able to vote your Shares at the special meeting unless you have properly instructed your bank, broker, trust or other nominee on how to vote. You should instruct your bank, broker, trust or other nominee on how to vote your Shares with respect to the proposals, using the instructions provided by your bank, broker, trust or other nominee. You may be able to vote by telephone or through the internet if your bank, broker, trust or other nominee offers these options. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee.

Who will count the votes?

Computershare, our independent tabulating agent, will count the votes and act as the inspector of elections.

Where can I find the voting results of the Special Meeting?

The Company intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the special meeting. All reports that the Company files with the SEC are publicly available when filed.

TABLE OF CONTENTS

What if I fail to instruct my bank, broker, trust or other nominee how to vote?

Your bank, broker, trust or other nominee will NOT be able to vote your Shares, unless you have properly instructed your bank, broker, trust or other nominee on how to vote. In accordance with applicable rules, banks, brokers and other nominees who hold Shares in “street name” for their customers do not have discretionary authority to vote the Shares with respect to the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger. Accordingly, Shares held in “street name” (that is, Shares held through a bank, broker or other nominee) will not be voted unless the bank, broker or nominee has received voting instructions from its customer.

The proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires approval by special resolution. This means that, for such resolution to be passed, at least two-thirds (2/3) of the total number of votes cast at the special meeting must be cast in favor of such resolution. The adjournment proposal and the non-binding compensation advisory proposal each require approval by ordinary resolution. This means that, for each resolution to be passed, at least one-half of the total number of votes cast at the special meeting must be cast in favor of such resolution. Assuming a quorum is present, the failure to provide your nominee with voting instructions will have no effect on any of (i) the proposal to approve the merger agreement and the transactions contemplated by the merger agreement, including the merger, (ii) the adjournment proposal or (iii) the non-binding compensation advisory proposal because such Shares will not count as present and voting. However, it is still important that you vote and you are encouraged to communicate with your bank, broker, trust or other nominee on how to vote as any failure to vote will cause your Shares to not be included in the calculation of the number of Shares present at the special meeting for purposes of determining whether a quorum is present and, as set forth herein, the Special Committee and the Board also recommend you vote “FOR” all proposals.

May I change my vote after I have mailed my proxy card or after I have submitted my proxy by telephone or through the internet?

Yes. You may revoke your proxy or change your vote at any time before the proxy is exercised at the special meeting. You may revoke your proxy by delivering a signed written notice of revocation stating that the proxy is revoked and bearing a date later than the date of the proxy to Janus Henderson’s Company Secretary at Janus Henderson Group plc, Attn: Company Secretary, 151 Detroit Street, Denver, Colorado 80206. You may also change your vote by submitting another later-dated proxy by telephone or through the internet in accordance with the instructions on the enclosed proxy card. You may also submit a later-dated, validly executed proxy card relating to the same Shares. If you voted by completing, signing, dating and returning the enclosed proxy card, you should retain a copy of the voter control number found on the proxy card in the event that you later decide to revoke your proxy or change your vote by telephone or through the internet. Alternatively, your proxy may be revoked or changed by attending the special meeting and voting at the meeting in person. However, simply attending the special meeting without voting will not revoke or change your proxy. “Street name” holders of Shares should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

If you have instructed a bank, broker, trust or other nominee to vote your Shares, you must follow the instructions received from your bank, broker, trust or other nominee to change your vote. U.K. DI Holders should contact the Depositary for instructions on how to revoke their proxies or change their vote or, if you if submitted votes through the CREST electronic voting appointment service, using the procedures in the CREST manual.

All properly submitted proxies received by us before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.

TABLE OF CONTENTS

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold Shares that are registered in more than one account. For example, if you own your Shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and you will need to mark, sign and return, a separate proxy card for those Shares because they are held in a different form of record ownership. Therefore, to ensure that all of your Shares are voted, you will need to submit your proxies by mailing in each proxy card you receive or voting all proxy cards you receive by telephone or through the internet by using the different control number(s) on each proxy card.

What happens if I sell my Shares before the special meeting?

The record date for the special meeting is earlier than the expected date of completion of the merger. If you own Shares as of the close of business on the record date but transfer your Shares prior to the special meeting, you will retain your right to vote at the special meeting. However, in such a case, the right to receive the merger consideration will pass to the person who holds your Shares as of immediately prior to the Effective Time unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your Shares and each of you notifies the Company in writing of such special arrangements.

May I exercise dissenters’ rights or rights of appraisal in connection with the merger?

You are not entitled to dissenting shareholders’ appraisal rights or other similar rights in connection with the merger or any of the transactions contemplated by the merger agreement.

Pursuant to Article 127FB of the Companies Law, following the approval by the Company shareholders of the merger at the special meeting, any Company shareholder has the right to apply to the Royal Court of Jersey on the grounds that the merger would unfairly prejudice their interests. An application to the Royal Court of Jersey objecting to the merger may not be made (i) more than twenty-one (21) days after the merger has been approved by the Company shareholders at the special meeting or (ii) by a Company shareholder if such shareholder voted in favor of the merger. The Companies Law does not preclude a member who fails to vote their Shares on the merger proposal from making such an application. In view of this, dissenters and abstainers may bring such an application to court.

On an application to the Royal Court of Jersey in objection of the merger, the court may, if satisfied that such application is well-founded, make an order as it thinks fit for giving relief in respect of the matters complained of, subject to certain rights of the Company and Merger Sub to terminate the merger. Such order will typically be tailored to the relief sought by the applicant but may include a restraint on the merger, impose conditions on the merger or provide for the purchase of the Shares of the applicant Janus shareholder, including by Janus Henderson itself.

If I hold my Shares in certificated form, should I send in my stock certificates now?

No. Shortly after the merger is completed, you will be sent a letter of transmittal that includes detailed written instructions on how to return your stock certificates. You must return your stock certificates in accordance with such instructions in order to receive the merger consideration. PLEASE DO NOT SEND IN YOUR STOCK CERTIFICATE(S) NOW.

TABLE OF CONTENTS

When is the merger expected to be completed?

We and Parent are working toward completing the merger as quickly as possible. We currently anticipate that the merger will be completed mid-2026, but we cannot be certain when or if the conditions to the merger will be satisfied or, to the extent permitted, waived. The merger cannot be completed until the conditions to closing are satisfied (or, to the extent permitted, waived), including the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger by Janus Henderson’s shareholders and the receipt of certain regulatory approvals and client consents provided in the merger agreement. For additional information, see the section entitled “The Agreement and Plan of Merger — Conditions to the Merger,” beginning on page 113.

What happens if the merger is not completed?

If the proposal to approve and adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the merger, is not approved by the holders of at least two-thirds (2/3) of the total votes cast at the special meeting in favor of the proposal, or if the merger is not completed for any other reason, you will not receive any consideration from Parent or Merger Sub for your Shares. Instead, Janus Henderson will remain a public company, and the Shares will continue to be registered under the Exchange Act and listed and traded on the NYSE. We expect that our management will operate our business in a manner similar to that in which it is being operated today and that holders of Shares will continue to be subject to the same risks and opportunities to which they are currently subject with respect to their ownership of Shares. If the merger is not completed, the price of our Shares may decline to the extent that current market prices reflect an assumption that the merger will be completed on a timely basis, and we will have incurred significant expenses for professional services in connection with the merger for which we will have received little or no benefit. Under certain circumstances, if the merger is not completed, we may be obligated to pay Parent a termination fee or reimburse certain of their expenses. Additionally, Parent may be required to pay Janus Henderson a reverse termination fee if the merger agreement is terminated under specified circumstances. For additional information, see the section entitled “Special Factors — Consequences if the Merger is Not Completed,” beginning on page 82.

Are there any requirements if I plan on attending the special meeting?

The special meeting of Janus Henderson shareholders will be held on [•], 2026, at [•], Denver time. The special meeting can also be accessed via live listen-only webcast by visiting [•], where you will be able to listen to the meeting live. The special meeting starts at [•], Denver time on [•], 2026. We encourage you to allow ample time for online check-in, which will open at [•], Denver time. In order to be able to enter the special meeting, you will need the Control Number, which is included on your proxy card if you are a shareholder of record or included on your voting instruction form you received from your broker, bank or other nominee if you hold your Shares in “street name.” You will not be able to vote your shares at the meeting if you attend the meeting virtually.

Where can I find more information about Janus Henderson?

Janus Henderson files periodic reports, proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s website at www.sec.gov. For a more detailed description of the information available, see the section entitled “Where You Can Find More Information,” beginning on page 140.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement not based on historical facts are “forward-looking statements” within the meaning of the federal securities laws. Such forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects or future events, including with respect to the timing and anticipated benefits of pending and recently completed transactions and strategic partnerships, and expectations regarding opportunities that align with our strategy. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements. Various risks, uncertainties, assumptions and factors that could cause our future results to differ materially from those expressed by the forward-looking statements included in this proxy statement include, but are not limited to:

•

the Company’s ability to obtain the regulatory, shareholder and other approvals required to consummate the proposed transaction;

•

the timing of the closing of the proposed transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed transaction would not occur;

•

the Company’s obligation to pay termination fees under certain circumstances if the merger is terminated;

•

the impact of certain interim covenants that the Company is subject to under the merger agreement;

•

the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement;

•

that the provisions in the merger agreement that limit the Company’s ability to pursue alternatives to the merger may discourage a third party that has an interest in acquiring all or a significant part of the Company from considering or proposing that acquisition;

•

that shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability, unanticipated difficulties or expenditures relating to the proposed transaction, including the impact of the transaction on the Company’s business;

•

that the merger generally may involve unexpected costs, liabilities or delays, that the business of the Company and its relationships with employees, customers or other third parties that the Company does business with may suffer as a result of uncertainty surrounding the merger or the identity of the purchaser;

•

that the Company may be adversely affected by other economic, business and/or competitive factors, including the net asset value of assets in certain of the Company’s funds, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction, changes in interest rates and inflation, changes in trade policies (including the imposition of new or increased tariffs), volatility or disruption in financial markets, our investment performance as compared to third-party benchmarks or competitive products, redemptions;

•

risks that the Company’s share price may fluctuate during the pendency of the merger and may decline significantly if the merger is not completed; and

•

other risks, uncertainties, assumptions and factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, and in other filings or furnishings made by the Company with the SEC from time to time.

TABLE OF CONTENTS

PARTIES TO THE MERGER

Janus Henderson

Through its predecessor companies, Janus Henderson traces its linage back to 1934 when Henderson Group plc was founded. We are a client-focused global business with more than 2,000 employees worldwide and assets under management of approximately $493 billion as of December 31, 2025. We have operations in North America, the United Kingdom, continental Europe, Latin America, Japan, Asia and Australia. We manage a broad range of investment products for institutional and retail investors across four capabilities: Equities, Fixed Income, Multi-Asset and Alternatives. The Shares are listed on the NYSE and trade under the symbol “JHG.”

Our website address is www.janushenderson.com. The information provided on our website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to our website in this proxy statement.

Additional information about Janus Henderson is contained in our public filings, which are incorporated by reference in this proxy statement. See the section entitled “Where You Can Find More Information,” beginning on page 140, for more information.

Parent

Parent was formed on December 17, 2025, by funds associated with Trian, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Immediately prior to the Effective Time, Parent will be owned by funds associated with Trian, funds associated with General Catalyst and others. Parent has not conducted any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with its acquisition of Janus Henderson. Parent’s office is located at 280 Park Avenue, 41st Floor, New York, NY 10017, and its telephone number is (212) 451-3000.

Merger Sub

Parent formed Merger Sub on December 17, 2025, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not conducted any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with Parent’s acquisition of Janus Henderson. Merger Sub’s office is located at 280 Park Avenue, 41st Floor, New York, NY 10017, and its telephone number is (212) 451-3000.

Trian

Founded in 2005, Trian is a multi-billion dollar investment management firm. Trian is a highly engaged shareholder, bringing an entrepreneurial spirit, deep operational expertise, and an ownership mentality to its public and private investments. Leveraging the fifty-plus (50+) years’ operating experience of its Founding Partners, Nelson Peltz and Peter May, Trian seeks to invest in high quality companies with untapped potential. Trian works collaboratively with management teams and boards to help companies execute operational and strategic initiatives designed to drive long-term shareholder value. As of the measurement date, the Trian Shareholder beneficially owned approximately 20.7% of the Shares outstanding.

General Catalyst

TABLE OF CONTENTS

THE SPECIAL MEETING

We are furnishing this proxy statement as part of the solicitation of proxies by the Board for use at an extraordinary general meeting (the “special meeting”) of Janus Henderson Group plc, a public company limited by shares incorporated in Jersey (“Janus Henderson” or the “Company”) and at any properly convened meeting of the Company following an adjournment or postponement of the special meeting.

Date, Time and Place of the Special Meeting

Janus Henderson will hold the special meeting on [•], 2026, at [•], Denver time at its Denver office, located at 151 Detroit Street, Denver, Colorado 80206, USA. The special meeting can be accessed via live webcast by visiting [•], where you will be able to listen to the meeting live. We encourage you to allow ample time for online check-in, which will open at [•], Denver time.

Purpose of the Special Meeting

At the special meeting, Janus Henderson’s shareholders of record will be asked to consider and vote on:

•

a proposal to approve and adopt the merger agreement, dated as of December 21, 2025, by and among the Company, Parent, and Merger Sub, a wholly owned subsidiary of Parent, and the transactions contemplated by the merger agreement, including the merger (the “merger proposal”) (See PROPOSAL 1: APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER);

•

a proposal to adjourn the special meeting to a later date or time determined by the chair of the special meeting, if necessary, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, if there are insufficient votes at the time of the special meeting to approve the merger and the other transactions contemplated by the merger agreement (the “adjournment proposal”) (See PROPOSAL 2: AUTHORITY TO ADJOURN THE SPECIAL MEETING); and

•

Note that if at least two-thirds (2/3) of the total votes cast at the special meeting are in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, the proposal to adjourn the special meeting shall not be put to the meeting, as such proposal would be rendered ineffective.

A copy of the merger agreement is attached as Annex A to this proxy statement, and you are encouraged to read both in their entirety, as well as documents referred to or incorporated by reference in the proxy statement, including the related Schedule 13E-3, as these documents set forth other important information related to the Company and the transactions contemplated by the merger agreement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”).

Under the Companies Law, as a result of the merger, the Company will be required to change its status under the Companies Law to a “private company” and change its name pursuant to the requirements of Article 13 of the Companies Law. By voting in favor of approving and adopting the merger agreement shareholders will also be approving these required Companies Law changes.

Record Date and Quorum

Each holder of record of Shares as of the close of business on [•], which is the record date for the special meeting, is entitled to receive notice of, and to vote at, the special meeting. You will be entitled to

TABLE OF CONTENTS

one (1) vote for each Share that you owned on the record date. As of the record date, there were [•] Shares issued and outstanding and entitled to vote at the special meeting.

If you are a holder (a “U.K. DI Holder”) of Janus Henderson Group plc U.K. Depositary Interests (“U.K. DIs”), your holding represents an entitlement to vote your underlying shares if you held shares in either of relevant systems through which U.K. DIs are held, CREST or the Janus Henderson Corporate Sponsored Nominee Facility (“CSN”), as of [•] Denver time ([•] London time) on [•], 2026 (or, if the special meeting is adjourned, on such other date as is communicated to U.K. DI Holders). Changes to entries in CREST or CSN after the time above shall be disregarded in determining the rights of any U.K. DI Holder to provide voting instructions to the Depositary in regard to the Special Meeting.

If you are a Janus Henderson shareholder of record and you vote by mail, by telephone, through the internet or in person at the special meeting, then your Shares will be counted as part of the quorum. If you are a “street name” holder of Shares and you provide your bank, broker, trust or other nominee with voting instructions, then your Shares will be counted in determining the presence of a quorum. If you are a “street name” holder of Shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your Shares will not be counted in determining the presence of a quorum.

All Shares held by shareholders of record that are present at the special meeting or by proxy and entitled to vote at the special meeting, regardless of how such Shares are voted or whether such shareholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

Vote Required for Approval

Merger Proposal. The proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires approval by special resolution. This means that, for such resolution to be passed, at least two-thirds (2/3) of the total number of votes cast at the special meeting must be cast in favor of such resolution.

Adjournment Proposal. The approval of the proposal to adjourn the special meeting to a later date or time as determined by the chair, if necessary, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires approval by ordinary resolution. This means that for such resolution to be passed, it must be approved by the affirmative vote of Shares representing a majority of the votes properly cast for such matter at the special meeting or by proxy at the special meeting. In addition, our articles of association and applicable law may permit the chair of the special meeting, acting in his or her own discretion and without any action by our shareholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting in certain circumstances.

Note that if at least two-thirds (2/3) of the total votes cast at the special meeting are in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, the proposal to adjourn the special meeting shall not be put to the meeting, as such proposal would be rendered ineffective.

Non-Binding Compensation Advisory Proposal. The approval of the non-binding compensation advisory proposal requires approval by ordinary resolution. This means that, assuming a quorum is present, such resolution requires approval by the affirmative vote of Shares representing a majority of the votes properly cast for such matter at the special meeting or by proxy at the special meeting. The vote is advisory only and, therefore, is not binding on Janus Henderson or Parent or any of their respective subsidiaries, and, if the merger agreement and the transactions contemplated by the merger agreement, including the merger, are approved by Janus Henderson’s shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved.

TABLE OF CONTENTS

Effect of Abstentions and Broker Non-Votes

The approval of the proposal to adjourn the special meeting to a later date or time as determined by the chair of the special meeting, if necessary, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires approval by ordinary resolution. This means that for such resolution to be passed, it must be approved by the affirmative vote of a majority of the votes cast at the special meeting or by proxy at the special meeting on such matter. Consequently, abstention and failure to vote will have no effect on approval of such proposal.

A “broker non-vote” occurs when Shares held by a broker or other nominee are represented at the meeting, but the broker or other nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the Shares on a particular proposal but has discretionary voting power on other proposals. A bank, broker, trust or other nominee may exercise discretion in voting on routine matters but may not exercise discretion and therefore will not vote on non-routine matters if instructions are not given. Under applicable stock exchange rules, all of the proposals in this proxy statement are non-routine matters. Accordingly, if your Shares are held in “street name,” a bank, broker, trust or other nominee will NOT be able to vote your Shares, and your Shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote. The proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, requires approval by special resolution. This means that, for this resolution to be passed, at least two-thirds (2/3) of the total number of votes cast at the special meeting must be cast in favor of this resolution. The approval of the adjournment proposal and the non-binding compensation advisory proposal both require the affirmative vote of a majority of the votes cast at the special meeting. Assuming a quorum is present, the failure to provide your nominee with voting instructions will have no effect on such proposals because such Shares will not count as present and voting or votes.

How to Vote

Registered Shareholders

Shareholders have a choice of voting in person at the special meeting or by proxy by completing the enclosed proxy card and returning it by mail in the prepaid envelope provided, or by telephone or through the internet by following the instructions set forth on the enclosed proxy card. To facilitate timely receipt of your proxy, we encourage you to vote via the internet or telephone by following the instructions on the enclosed proxy card promptly. The telephone and internet voting facilities for shareholders of record will close at 11:59 p.m., Denver time, on the day before the special meeting. If you are submitting a proxy by mail you should complete, sign and date the proxy card and return it so that it is received in advance of the special meeting. Proxy cards submitted by mail must be received before polls close at the special meeting for your Shares to be voted.

If you submit your proxy by mail, by telephone or via the internet, but do not include “FOR,” “AGAINST” or “ABSTAIN” on a proposal to be voted, your Shares will be voted in favor of that proposal.

TABLE OF CONTENTS

If you indicate “ABSTAIN” on a proposal to be voted, and there is a quorum at the special meeting, it will have no effect on the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, the proposal to adjourn the special meeting if necessary or the non-binding compensation advisory proposal. If you wish to vote by proxy and your Shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your Shares, your bank, broker, trust or other nominee will not be able to vote your Shares on the proposals.

Any shareholder not attending the special meeting in person can listen in live via a listen-only webcast by visiting [•]. The special meeting starts at [•], Denver time. Please have your Control Number to join the special meeting. Instructions on who can attend and participate via internet are posted at [•].

If you wish to vote at the special meeting and your Shares are held in the name of a bank, broker or other holder of record, you must obtain and submit a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the special meeting. Obtaining a legal proxy may take several days.

If you do not submit a proxy or otherwise vote your Shares in any of the ways described above and there is a quorum at the special meeting, it will have no effect on the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, the proposal to adjourn the special meeting if necessary or the non-binding compensation advisory proposal.

If you have any questions about how to vote or direct a vote in respect of your Shares, you may contact our proxy solicitor, Innisfree M&A Incorporated (“Innisfree”). Shareholders may call toll-free at (877) 800-5192. Banks and brokers may call collect at (212) 750-5833.

YOU SHOULD NOT SEND IN YOUR SHARE CERTIFICATE(S) WITH YOUR PROXY CARD. A letter of transmittal with instructions for the surrender of certificates representing Shares will be mailed to shareholders shortly after the merger is completed.

U.K. DI Holders

If you are a U.K. DI Holder you will need to vote using the specific procedures described below. U.K. DIs are held through two different systems, CREST or CSN. However, if you are a holder of U.K. DIs in either system, you must provide your voting instructions earlier than record holders of the Company.

If you hold your U.K. DIs through CREST, you may instruct Computershare Investor Services PLC (the “Depositary”) to vote the Shares underlying your U.K. DIs by any of the following methods and prior to the deadline specified for such method:

•

Electronically: You may complete a Form of Instruction on the Depositary’s website at www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, your Shareholder Reference Number (SRN) and your PIN, which can be found on the enclosed Form of Instruction. Instructions must be validly returned and received by the Depositary by 9:00 a.m. (London time) on [•], 2026 or, if the meeting is adjourned, by such other time and date as is communicated to U.K. DI Holders.

•

Via CREST: UK DI Holders holding through CREST who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures detailed in the CREST Manual (available from Euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed voting service provider(s)) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for instructions made using the CREST service to be valid, the appropriate CREST message (a “CREST Voting Instruction”) must be properly authenticated in accordance with the specifications of Euroclear U.K. & International Limited’s (“EUI”) and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the Depositary) must, in order to be valid, be transmitted so as to be received by the

TABLE OF CONTENTS

issuer’s agent (ID 3RA50) by no later than 9:00 a.m. (London time) on [•], 2026 or, if the meeting is adjourned, by such other time and date as is communicate to UK DI Holders. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST Applications Host) from which the issuer’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. CREST members (and, where applicable, their CREST sponsors or voting service provider(s)) should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instruction. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service provider(s)) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999.

•

By mail: You may complete and return the Form of Instruction to the Depositary using the enclosed reply-paid envelope or by posting it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom. To be effective, your Form of Instruction must be received by Computershare U.K. by 9:00 a.m. (London time) on [ ], 2026 or, if the meeting is adjourned, by such other time and date as is communicated to UK DI Holders. The Depositary, as the depositary, will then make arrangements to vote the Janus Shares underlying your Janus DIs according to your instructions.

•

At the Meeting: Should a U.K. DI Holder holding through CREST, or a representative thereof, wish to attend, speak and vote at the Special Meeting, please inform the Depositary at csnditeam@computershare.co.uk by 9:00 a.m. (London time) on [ ], 2026. The Depositary will provide a Letter of Representation with respect to the relevant U.K. DI Holder that will enable such UK DI Holder, or a representative thereof, to attend, ask questions and vote the Shares underlying the U.K. DIs at the Special Meeting on the Depositary’s behalf. The completed Letter of Representation must be brought to the Special Meeting to gain access to the meeting.

If you hold your U.K. DIs through CSN you may instruct the Depositary, as provider of the CSN service in which your U.K. DIs are held, on how to vote the Shares underlying your U.K. DIs held via the CSN, by any of the following methods and prior to the deadline specified for such method:

•

Electronically: You may complete a Form of Direction on the Depositary’s website at www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, your Shareholder Reference Number (SRN) and your PIN, which can be found on the enclosed Form of Direction. Instructions must be validly returned and received by 9:00 a.m. (London time) on [ ], 2026 or, if the meeting is adjourned, by such other time and date as is communicated to U.K. DI Holders.

•

By mail: You may complete and return the enclosed Form of Direction to the Depositary using the enclosed reply-paid envelope or by posting it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom. To be effective, your Form of Direction must be received by Computershare U.K. by 9:00 a.m. (London time) on [ ], 2026 or, if the meeting is adjourned, by such other time and date as is communicated to U.K. DI Holders. The Depositary, as provider of the CSN service in which your U.K. DIs are held, will then make arrangements to vote the Shares underlying those U.K. DIs according to your instructions.

•

At the Meeting: Should a U.K. DI Holder holding through CSN, or a representative thereof, wish to attend, speak and vote at the Special Meeting, please inform the Depositary at csnditeam@computershare.co.uk by no later than 9:00 a.m. (London time) on [ ], 2026. The Depositary will provide a Letter of Representation with respect to the relevant U.K. DI Holder that will enable such U.K. DI Holder, or a representative thereof, to attend, speak and vote the Shares

TABLE OF CONTENTS

underlying the U.K. DIs at the Special Meeting on the Depositary’s behalf. The completed Letter of Representation must be brought to the Special Meeting to gain access to the meeting.

Revocation of Proxies

Any proxy given by a Janus Henderson shareholder may be revoked at any time before it is exercised at the special meeting by doing any of the following:

•

by delivering a signed written notice of revocation stating that the proxy is revoked and bearing a date later than the date of the proxy to Janus Henderson’s Company Secretary;

•

by submitting another, later-dated proxy by telephone or through the internet, in accordance with the instructions on the proxy card;

•

by submitting a validly executed, later-dated proxy card relating to the same Shares; or

•

by attending the special meeting and voting during the meeting (your attendance at the special meeting will not, by itself, revoke your proxy; you must vote at the special meeting).

U.K. DI Holders should contact the Depositary for instructions on how to revoke their proxies or change their vote or, if you if submitted votes through the CREST electronic voting appointment service, using the procedures in the CREST manual.

“Street name” holders of Shares should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger. Your Shares will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy or, if no instructions were provided, “FOR” the proposal.

The special meeting may be adjourned to a later date or time determined by the chair of the special meeting if more than one-half (1/2) of the votes cast at the special meeting or by proxy at the special meeting are cast in favor of the adjournment resolution. In addition, our articles of association and applicable law may permit the chair of the special meeting, acting in his or her own discretion and without any action by our shareholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting in certain circumstances. In addition, the special meeting may be adjourned if a quorum is not present.

Note that if at least two-thirds (2/3) of the total votes cast at the special meeting are in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, the proposal to adjourn the special meeting shall not be put to the meeting, as such proposal would be rendered ineffective.

Solicitation of Proxies

Janus Henderson is soliciting the enclosed proxy card on behalf of the Board, and Janus Henderson will bear the expenses in connection with the solicitation of proxies. In addition to solicitation by mail, Janus Henderson and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

Janus Henderson has retained Innisfree to assist in the solicitation process. Janus Henderson will pay Innisfree a fee of approximately $90,000 plus reimbursement of certain specified out-of-pocket expenses. Janus Henderson also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Janus Henderson will ask banks, brokers, trusts and other nominees to forward Janus Henderson’s proxy solicitation materials to the beneficial owners of Shares held of record by such banks, brokers, trusts

TABLE OF CONTENTS

PROPOSAL 1: APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER

As discussed elsewhere in this proxy statement, Janus Henderson’s shareholders will consider and vote on a proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger and the related resolution set forth in the Notice of Extraordinary General Meeting. You should carefully read this proxy statement in its entirety for more detailed information concerning the merger agreement and the merger, including the merger agreement, which is attached as Annex A to this proxy statement, as well as documents referred to or incorporated by reference in the proxy statement, including the related Schedule 13E-3, as these documents set forth other important information related to the Company and the transactions contemplated by the merger agreement. In addition, see the sections entitled “The Merger,” beginning on page 2, and “The Agreement and Plan of Merger,” beginning on page 91. You may also obtain additional information about the Company from other documents we have filed with the SEC. Under the Companies Law, as a result of the merger, the Company will be required to change its status under the Companies Law to a “private company” and change its name pursuant to the requirements of Article 13 of the Companies Law. By voting in favor of approving and adopting the merger agreement shareholders will also be approving these required Companies Law changes, in particular, subject to the completion of the merger, the change of the Company’s name from “Janus Henderson Group plc” to “Janus Henderson Group Ltd.” in satisfaction of the requirements of Article 13 of the Companies Law.

Based, in part, on the unanimous recommendation of the Special Committee, the members of the Board that approved the merger unanimously recommend that Janus Henderson’s shareholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger. Your vote “FOR” the merger proposal will constitute your vote for the relevant resolution set forth in the Notice of Extraordinary General Meeting. For more information see the sections entitled “Special Factors — Recommendation of the Special Committee,” beginning on page 49 and “Special Factors — Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Transactions Contemplated by the Merger Agreement, Including the Merger,” beginning on page 50.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger.

TABLE OF CONTENTS

PROPOSAL 2: AUTHORITY TO ADJOURN THE SPECIAL MEETING

If and to the extent that at the time of the special meeting there are insufficient votes to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, Janus Henderson’s shareholders shall be asked to adjourn the special meeting, from time to time determined by the chair of the special meeting, if necessary, to solicit additional proxies in favor of that proposal and the related resolution set forth in the Notice of Extraordinary General Meeting. If Janus Henderson’s shareholders approve this proposal, Janus Henderson can adjourn the special meeting and any adjourned session of the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from shareholders that have previously returned properly signed proxies voting against the approval and adoption of the merger and the transactions contemplated by the merger agreement, including the merger. Among other things, approval of this proposal could mean that, even if Janus Henderson received proxies representing a sufficient number of votes against approval and adoption of the merger agreement and approval of the merger and the transactions contemplated by the merger agreement, including the merger, such that the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, would be defeated, Janus Henderson could adjourn the special meeting without a vote on the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, and seek to convince the holders of those Shares to change their votes to votes in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger. In addition, the special meeting may be adjourned if a quorum is not present.

The Board unanimously recommends that shareholders vote “FOR” the proposal to adjourn the special meeting to a later date or time determined by the chair of the special meeting, if necessary, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement and the merger and the transactions contemplated thereby, including the merger, if there are insufficient votes at the time of the special meeting to approve and adopt that proposal. Your vote “FOR” the adjournment proposal will constitute your vote for the relevant resolution set forth in the Notice of Extraordinary General Meeting.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the proposal to adjourn the special meeting to a later date or time if necessary.

The approval of the proposal to adjourn the special meeting, if necessary, requires approval by ordinary resolution. This means that for such resolution to be passed, it must be approved by the affirmative vote of a majority of the votes cast at the special meeting or by proxy at the special meeting on such matter. In addition, our articles of association and applicable law may permit the chair of the special meeting, acting in his or her own discretion and without any action by our shareholders, to adjourn the special meeting to a later date and time and at a place announced at the special meeting in certain circumstances.

Note that, if at least two-thirds (2/3) of the total votes cast at the special meeting are in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, the proposal to adjourn the special meeting shall not be put to the meeting, as such proposal would be rendered ineffective.

TABLE OF CONTENTS

PROPOSAL 3: NON-BINDING COMPENSATION ADVISORY PROPOSAL

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that Janus Henderson provide shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Janus Henderson’s named executive officers that is based on or otherwise relates to the merger, as disclosed in the section entitled “Special Factors — Interests of Directors and Executive Officers in the Merger,” beginning on page 73, including the accompanying table and footnotes. Accordingly, Janus Henderson’s shareholders are being provided with the opportunity to cast an advisory vote on such payments.

Janus Henderson’s shareholders should note that this proposal is not a condition to completion of the merger, and as a non-binding, advisory vote, the result will not be binding on Janus Henderson, the Board or Parent. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to shareholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated Janus Henderson’s named executive officers will or may be eligible to receive the compensation that is based on or that otherwise relates to the merger in accordance with the terms and conditions applicable to those payments. However, Janus Henderson seeks your support and believes that your support is appropriate because Janus Henderson has a comprehensive executive compensation program designed to link the compensation of its executives with Janus Henderson’s performance and the interests of Janus Henderson’s shareholders. Accordingly, you are asked to vote on the following resolution:

“RESOLVED, THAT the shareholders of Janus Henderson Group plc approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the named executive officers of Janus Henderson Group plc that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “Special Factors — Interests of Directors and Executive Officers in the Merger,” beginning on page 73 (which disclosure includes the Golden Parachute Compensation Table required pursuant to Item 402(t) of Regulation S-K).”

The Board unanimously recommends that Janus Henderson’s shareholders vote “FOR” the non-binding compensation advisory proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your Shares represented by such proxy card will be voted “FOR” the non-binding compensation advisory proposal.

The approval of the non-binding compensation advisory proposal requires approval by ordinary resolution. This means that, assuming a quorum is present, for such resolution to be passed, it must be approved by the affirmative vote of a majority of the votes cast at the special meeting or by proxy at the special meeting on such matter. The vote is advisory only and, therefore, not binding on Janus Henderson or Parent or any of their respective subsidiaries, and, if the merger agreement and the transactions contemplated by the merger agreement, including the merger, are approved and adopted by Janus Henderson’s shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved.

TABLE OF CONTENTS

SPECIAL FACTORS

The Merger

Janus Henderson is seeking the approval and adoption by Janus Henderson’s shareholders of the merger agreement Janus Henderson entered into on December 21, 2025, with Parent and Merger Sub, and the transactions contemplated by the merger agreement, including the merger. Under the terms of the merger agreement, subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Janus Henderson. Janus Henderson will survive the merger as a wholly owned subsidiary of Parent.

Based, in part, on the unanimous recommendation of the Special Committee, the Board (other than those directors recusing themselves in accordance with applicable law) approved and adopted the merger agreement and the transactions contemplated by the merger agreement, including the merger, and the members of the Board that approved the merger unanimously, recommend that Janus Henderson’s shareholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Upon completion of the merger, each Share that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be cancelled and automatically converted into the right to receive $49.00 per share in cash, without interest.

Following the completion of the merger, Janus Henderson will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent.

Background of the Merger

The following chronology summarizes the key meetings and events that led to and immediately followed the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the members of the Board, the members of the Special Committee, the representatives of the Company or the Special Committee, or other parties, or their respective financial advisors, legal advisors, affiliates or other representatives.

The Board and management team of the Company regularly review and assess the performance, strategy, competitive position, opportunities and prospects of the Company in light of the current business, economic and regulatory environments, as well as developments, opportunities and challenges in the asset management industry, with the goal of enhancing value for the Company’s shareholders. As part of this, the Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the continuation of, and potential improvements to, current business plans; (2) the investment in, and development of, new products and services, and expansion into new markets; (3) capital raising activities; and (4) potential expansion opportunities through acquisitions, partnerships or other commercial relationships. On several occasions, third parties have expressed, at a high level, potential interest in strategic transactions with the Company, but, in the last two years, no proposals have been made to the Company for an acquisition of the entire company or a controlling stake in the Company or a merger involving the Company, except as described below.

On October 2, 2020, Trian publicly disclosed in a Schedule 13D filed with the SEC beneficial ownership of approximately 9.9% of the Company’s outstanding Shares and that Trian intended to engage in discussions with the Board and/or management of the Company regarding various strategic and operational initiatives that Trian believed could generate value, which included exploring certain strategic combinations (such as mergers, acquisitions or other extraordinary corporate transactions) with one or more companies in the asset management industry. Over the course of the following five years, Trian disclosed several increases to its investment in the Company through amendments to its Schedule 13D.

Following the initial disclosure of its equity interests in the Company, Trian and the Company engaged in a series of conversations, culminating in the execution of a Letter Agreement between the Company and Trian, dated February 1, 2022 (the “letter agreement”), under which Janus Henderson increased the size of its Board and appointed two Trian representatives to its Board. Trian disclosed these appointments, and beneficial ownership of approximately 16.7% of the Company’s outstanding Shares in an amendment to its Schedule 13D.

TABLE OF CONTENTS

Trian ceased purchasing additional Shares after March 31, 2022, and on May 1, 2025, Trian disclosed beneficial ownership of approximately 20.23% of the Company’s outstanding shares in an amendment to its Schedule 13D, an increase in ownership percentage since March 31, 2022 resulting from the Company’s authorized share repurchase programs. As of the date of this proxy statement, funds and investment vehicles associated with Trian own approximately 20.7% of the outstanding Shares.

Trian regularly evaluates potential acquisition targets as part of its normal investment activities. As part of this evaluation, Trian has, from time to time, internally considered potential strategic transactions involving the Company, including a potential acquisition of the Company. While Trian has at various times considered internally strategic transactions involving the Company, no proposals were made by Trian to the Company, except as described below.

From time to time since Trian’s initial acquisition of an equity ownership interest in the Company and since its representatives joined the Board, representatives of Trian have discussed with members of the Board and senior management the Company’s strategic direction, ongoing business plans, capital structure and the potential benefits of obtaining a significant equity investment from one or more new third-party investors or entering into other strategic transactions, including those in which Trian might participate or facilitate financing. The Board had also frequently discussed and emphasized that partnering with additional institutional strategic partners was essential to accelerating the growth of the Company’s business.

On December 27, 2024, Mr. Dibadj, informed by his prior conversations with the Board, expressed to the Board the possibility that the Company could explore potential strategic investments by third parties in the Company and would be working with Trian on those matters. Thereafter, the Board unanimously approved senior management proceeding with strategic shareholder conversations for all purposes.

After the approval of the Board to proceed with strategic shareholder conversations, members of management, and, from time to time, representatives from Trian, met with a number of third parties (collectively referred to herein as the “Potential Investors”) to evaluate their potential interest in possible strategic transactions, which could include a broad range of possible structures (e.g., minority investment, majority investment, joint ventures, investment management mandates, distribution arrangements or even privatization of the Company). Those meetings included meetings with, among others, General Catalyst to consider artificial intelligence-based initiatives and representatives of QIA, MassMutual and Sun Hung Kai & Co. Limited, all of whom would later participate with Trian as investors in the Proposed Transaction. Overall, the Potential Investors indicated varying degrees of interest in possible strategic transaction structures, but, other than the written proposal otherwise ultimately made by Trian and General Catalyst on October 26, 2025, no proposals were made by any of the Potential Investors to the Company and at no point did discussions with the Potential Investors advance to negotiations with the Company on the terms of an investment, either alone or in partnership with Trian.

Given the wide range of various structures discussed with Potential Investors as permitted by the Board’s approved resolutions, the Company considered it was possible that a future transaction could involve Trian in some manner. While no proposal was made by Trian during this period and no negotiations were held between Trian and the Company regarding such a transaction during this time, senior management of the Company felt it prudent to be appropriately prepared should a proposal materialize.

On June 24, 2025, the Board held a meeting, which was also attended by members of management of the Company and representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), outside legal counsel to the Company. The Board discussed the status of discussions with Potential Investors. The representatives of Skadden, with the assistance and advice of Carey Olsen, discussed with the members of the Board their fiduciary duties in connection with the review and evaluation of any potential transaction with a substantial shareholder. Given that two members of the Board were associated with Trian, the representatives of Skadden discussed the concept of a special committee comprised of directors who would be independent of any substantial shareholder and disinterested with respect to a potential transaction, which committee would be empowered to retain its own counsel and financial advisors and to negotiate any potential transaction on behalf of the Company.

On October 25, 2025, Mr. Dibadj communicated to the Board that based on recent discussions with Trian and General Catalyst as part of the broader discussions with Potential Investors, it was his opinion that Trian and General Catalyst may be considering a proposal for a strategic transaction involving the Company.

TABLE OF CONTENTS

On October 26, 2025, Mr. Peltz called Mr. Cassaday to inform him that Trian would be sending a written proposal for a potential strategic transaction.

Later on October 26, 2025, the Board received a letter from Trian and General Catalyst, which included a non-binding preliminary proposal (the “October 26 Proposal”) to acquire all of the outstanding Shares of the Company not already owned by Trian (the “Proposed Transaction”) for a purchase price of $46.00 per Share in cash. The October 26 Proposal indicated that Trian intended to roll over Shares of the Company that it beneficially owned as part of the Proposed Transaction. On October 27, 2025, Trian filed an amendment to its Schedule 13D with respect to the Company to disclose the October 26 Proposal.

Also on October 27, 2025, the Company issued a press release announcing the Board’s receipt of the October 26 Proposal and the Board’s intention to appoint a special committee comprised of independent, disinterested directors not affiliated with Trian or General Catalyst to consider the October 26 Proposal.

On October 27, 2025, the Board met, together with representatives of Company management, to discuss the October 26 Proposal, without the representatives of Trian on the Board present. At the meeting, it was noted that all members of the Board present at the meeting had confirmed that they have no interest in the matters and transactions which were to be discussed at the meeting that was required to be disclosed in order to comply with the Companies Law and the Company’s Articles. It was further noted that Trian’s representatives on the Board, who were not in attendance, had nonetheless disclosed that each has, by virtue of being designees of Trian, a relevant interest for purposes of Jersey law in the matters and transactions which were to be discussed at the meeting. Following those disclosures, the Board approved the formation of a special committee of independent and disinterested directors not affiliated with Trian or General Catalyst (the “Special Committee”), comprised of John Cassaday, Kevin Dolan and Anne Sheehan. Mr. Cassaday was appointed as Chair of the Special Committee. The members of the Special Committee were selected based on their knowledge of the Company and the industries in which it operates, their familiarity with and expertise related to complex corporate transactions, including mergers and acquisitions, and corporate governance, and the fact that they are all independent and disinterested directors, and were neither designated by nor affiliated with Trian or General Catalyst.

In its appointment of the Special Committee, the Board delegated to the Special Committee its powers, decisions, and actions (including the power and authority to represent the Company) to (a) consider and evaluate any strategic transaction with Trian, General Catalyst or their affiliated investment vehicles or funds, and exploring potential alternative strategic transactions outside of the ordinary course of business (collectively, “Special Committee Matters”), (b) negotiate (or oversee the negotiation of) and to reject any Special Committee Matter, (c) take such actions as it may deem necessary or desirable to consider, negotiate (or oversee the negotiation of) and evaluate the terms, conditions and advisability of any Special Committee Matter, including recommending in favor of or against any Special Committee Matter to the full Board and/or shareholders of the Company, (d) determine whether any Special Committee Matter is in the best interests of the Company and its shareholders and to report its recommendation to the full Board and/or the shareholders of the Company, (e) assist in the preparation and filing of any documents as may be required with respect to matters relating to, or arising from, any such Special Committee Matter, and (f) take all other actions that are, in the opinion of the Special Committee, necessary or desirable in connection with the foregoing.

Among other things, the Board also authorized the Special Committee to direct, oversee, and solicit and receive assistance and cooperation from any officers, employees, advisors, consultants, and agents of the Company and select and retain, at the Company’s expense, such legal, investment banking and other advisors and consultants as the Special Committee determined appropriate, in its sole discretion, to assist it in its activities and directed the officers, employees, advisors, consultants, and agents of the Company to cooperate with and provide assistance to the Special Committee and its advisors. The Board resolved not to authorize, approve or proceed with the Potential Transaction or any other strategic transaction outside of the ordinary course of business without the prior affirmative recommendation of the Special Committee. Throughout the Special Committee’s consideration and negotiation of the Proposed Transaction, the Special Committee, directly and through its legal and financial advisors, requested information from and held discussions with representatives of the Company’s management where necessary to inform its deliberations.

TABLE OF CONTENTS

On October 31, 2025, the Special Committee engaged Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) as its outside legal counsel following interviews of potential outside legal counsel and confirming that such engagement did not raise any conflicts in connection with the Proposed Transaction.

On November 2, 2025, the Special Committee met, together with representatives of Wachtell Lipton, to approve the engagement of Goldman Sachs as its independent financial advisor following interviews of potential financial advisors. The Special Committee also authorized Mr. Cassaday to negotiate the form, terms and conditions of the engagement agreement with Goldman Sachs, in consultation with the Special Committee’s legal counsel. The Special Committee selected Goldman Sachs based on its qualifications, expertise and familiarity with the Company’s business and industry. Mr. Cassaday led the Special Committee, together with representatives of Wachtell Lipton, through a discussion of the next stages of its consideration of the Proposed Transaction and other potential strategic alternatives. Representatives of Wachtell Lipton provided an overview of legal considerations and the Special Committee’s process in evaluating the October 26 Proposal and the Company’s other available strategic alternatives, including that the Special Committee was responsible for directing the process of considering, evaluating and negotiating the Proposed Transaction and potential strategic alternatives and had been delegated the authority to oversee such process by the Board. The Special Committee also determined to direct management to update and refine the Company’s standalone financial plan to be reviewed with the Special Committee and its financial advisor, and that the plan would need to be approved by the Special Committee before being provided to and discussed with Trian, General Catalyst or other potentially interested acquirors. The Special Committee also discussed the engagement of outside counsel to advise it with respect to Jersey law matters, and directed Wachtell Lipton to interview firms to potentially serve as Jersey outside counsel to the Special Committee. Following these interviews, the Special Committee selected Walkers (Jersey) LLP (“Walkers”) as its Jersey counsel.

On November 3, 2025, representatives of Goldman Sachs provided a customary relationship disclosure letter to the Special Committee.

On November 5, 2025, the Special Committee met, together with representatives of Goldman Sachs and Wachtell Lipton, and discussed, among other matters, the October 26 Proposal and the manner in which the Special Committee would further engage with Trian and General Catalyst and pursue engagement with other parties that might be viable and interested counterparties in a potential strategic transaction with the Company. In furtherance of the Special Committee’s objectives to consider and evaluate any strategic transaction with Trian and General Catalyst, and explore potential alternative strategic transactions outside of the ordinary course of business, the Special Committee determined that the Company should issue a press release announcing the Special Committee’s engagement of Goldman Sachs and Wachtell Lipton.

Later on November 5, 2025, representatives of Debevoise & Plimpton LLP, outside legal counsel to Trian and General Catalyst (“Debevoise”), shared with Wachtell Lipton draft forms of confidentiality agreements (the “Confidentiality Agreements”) proposed to be entered into between the Company and Trian and General Catalyst, respectively.

On November 7, 2025, Mr. Dibadj asked Mr. Cassaday about speaking with Trian and General Catalyst to offer perspectives regarding potential investors that had expressed (or might in the future express) an interest in participating with Trian and General Catalyst in funding the Proposed Transaction. On November 11, 2025, Mr. Dibadj noted that he has been and may continue to be asked to address questions regarding the Proposed Transaction by existing and potential business partners and investors who may be interested in learning more about the Proposed Transaction from Trian and General Catalyst. Mr. Dibadj noted the same to the full Special Committee in an update on November 13, 2025. Mr. Cassaday, with the support of the rest of the Special Committee, provided approval for Mr. Dibadj to meet with investors interested in potentially working with Trian and General Catalyst and to refer potentially interested parties to Trian. Following this approval, members of the Company’s management met with, among others, QIA and Sun Hung Kai & Co. Limited, to continue to discuss a range of potential strategic transactions, including the Proposed Transaction, and, in connection therewith, to discuss the Company’s business generally. At no time in these discussions did the Company’s management engage in any negotiation of any of the terms of the Proposed Transaction or make any proposal regarding the go-forward role of management in any Proposed Transaction.

TABLE OF CONTENTS

On November 10, 2025, the Company issued a press release announcing that the Special Committee had retained Goldman Sachs as its financial advisor and Wachtell Lipton as its legal counsel.

On November 11, 2025, a potential strategic counterparty in the traditional investment management industry, which is smaller than the Company and we refer to as “Party A,” contacted a representative of Goldman Sachs to express preliminary interest in discussing a transaction with the Company. Party A was the only third party to proactively reach out to Goldman Sachs expressing interest in a potential transaction.

On November 14, 2025, the Special Committee met, with representatives of the Company’s management, Goldman Sachs, Wachtell Lipton, and Skadden present. At the Special Committee’s request, Mr. Dibadj reported on the perspectives of employees and other stakeholders regarding the public announcement of the October 26 Proposal. He noted that protracted uncertainty about the future of the Company could result in attrition of key personnel and that investment consulting and advisory firms that direct client funds to the Company were seeking reassurance regarding the stability of the Company and its investment process. Mr. Dibadj explained that prolonged uncertainty regarding the future of the Company risked stalling the Company’s progress in improving its standing with those firms and the likelihood that those firms would recommend the Company as an asset manager. Following the discussion with representatives of management and Skadden, who thereafter departed the meeting, the members of the Special Committee discussed the manner in which the Special Committee should solicit and consider other transaction proposals. Representatives of Goldman Sachs and Wachtell Lipton reviewed various considerations that the Special Committee should take into account in soliciting and evaluating transaction proposals, including value, certainty of consummation, acquisition currency and financing and, in transactions in which Company shareholders would receive an equity interest in the acquiring company, the strategic fit of the two companies party to the transaction and the prospects of the combined company. Representatives of Wachtell Lipton also reviewed the fiduciary duties of the directors, with the assistance and advice of Walkers. Representatives of Goldman Sachs then discussed potential outreach, on a confidential basis, to other potentially viable counterparties in a strategic alternative transaction with the Company. Following discussion of potential counterparties, including potential strategic partners in the asset management industry as well as financial sponsors, the Special Committee selected six potential counterparties in addition to Party A, which the Special Committee believed could potentially be viable counterparties in a strategic alternative transaction with the Company, across a range of industries and geographies, and directed the representatives of Goldman Sachs to contact such counterparties, including Party A, to assess their levels of interest in pursuing a transaction with the Company and encourage such counterparties to submit a written proposal for the Special Committee’s consideration. Representatives of Wachtell Lipton also reviewed with the Special Committee the negotiation and key terms of the Confidentiality Agreements proposed to be entered into with Trian and General Catalyst. The Special Committee authorized finalizing the Confidentiality Agreements, and thereafter the provision of preliminary due diligence materials to Trian and General Catalyst.

On November 18, 2025, representatives of Goldman Sachs held a call with Party A to discuss its interest in a transaction with the Company. At the direction of the Special Committee, representatives of Goldman Sachs encouraged Party A to submit a written proposal for the Special Committee’s consideration by November 24. In addition, representatives of Goldman Sachs contacted six other parties to assess their levels of interest in pursuing a transaction with the Company.

On November 19, 2025, the Board met, with representatives of Goldman Sachs, Skadden, and Wachtell Lipton present, to discuss the status of the process being undertaken by the Special Committee, with representatives of Trian on the Board not in attendance. Among other items, Mr. Cassaday updated the Board on the negotiation of the Confidentiality Agreements and the diligence requests that had been submitted by Trian and General Catalyst, and the outreach by Party A. Throughout the negotiation of the Proposed Transaction and through the execution of the merger agreement and the other transaction agreements, the Special Committee kept the Board (excluding representatives of Trian) apprised of the status of its process and evaluation.

On November 20, 2025, following the Special Committee’s negotiation of the terms of the Confidentiality Agreements, the Company executed the Confidentiality Agreement with Trian and, on November 24, 2025, executed a Confidentiality Agreement with General Catalyst.

TABLE OF CONTENTS

On November 24, 2025, the Special Committee received a preliminary non-binding letter from Party A in which Party A proposed to acquire all of the outstanding Shares of the Company for a price per Share in the range of $50 to $52, comprised of $30 per Share in cash with the balance to be paid in shares of the common stock of Party A (the “Initial Party A Proposal”). The Initial Party A Proposal did not specify any exchange ratio or other information about the proposed stock consideration, but noted that Party A assumed significant cost synergies. The Initial Party A Proposal was conditioned on Party A shareholder approval and a voting agreement as well as a detailed due diligence review of the Company’s current clients, long-term business plan, compensation process, investment process and material contracts, among other topics, and indicated that Party A could aim to be in a position to execute definitive agreements by year-end.

On November 25, 2025, the Special Committee held a meeting, with representatives of management, Goldman Sachs, Skadden, and Wachtell Lipton present, to review management’s financial projections and standalone plan for the business. Mr. Dibadj reviewed management’s projections and the assumptions, variables and risks underlying them, noting the inherent limitations in the projections, including as a result of the difficulty of forecasting results in the asset management industry and factors beyond the Company’s control, including the correlation of business performance to general equity market performance, as well as structural and demographic headwinds facing the industry and the Company in particular given the characteristics of its client base. Representatives of Goldman Sachs then reviewed with the Special Committee preliminary benchmarking analyses of management’s projections relative to estimated financial metrics of selected asset management companies based on research and consensus estimates of industry research analysts. Following the discussion, the Special Committee approved the provision of the management projections to representatives of Trian and General Catalyst for the purpose of their evaluation of the Proposed Transaction and approved the use of the management projections by Goldman Sachs for purposes of Goldman Sachs’ financial analysis. The Special Committee then authorized due diligence materials to be made available to Trian and General Catalyst in a virtual data room later that day. The Special Committee also directed Wachtell Lipton to begin preparing draft legal documentation for the Proposed Transaction in the event the Special Committee determined to pursue such a transaction.

Also, at the November 25, 2025 meeting of the Special Committee, following the departure of representatives of management and Skadden from the meeting, representatives of Goldman Sachs reviewed the feedback received from the potential counterparties they had contacted at the direction of the Special Committee in order to assess their respective interest in pursuing a potential strategic transaction with the Company. Of the potential counterparties Goldman Sachs contacted, three indicated they would not be interested in pursuing a transaction with the Company. Three others indicated they were continuing to evaluate the opportunity, but each had expressed reservations, and none had submitted any proposal or indication of interest. With respect to the Initial Party A Proposal, the members of the Special Committee discussed with representatives of Goldman Sachs and Wachtell Lipton that Party A had not provided adequate detail to evaluate the proposed stock consideration, including any details about the exchange ratio or a methodology for calculating the exchange ratio, or Party A’s financing plans or required approvals. The members of the Special Committee, along with representatives of Goldman Sachs and Wachtell Lipton, also discussed that the Initial Party A Proposal assumed significant cost synergies in the potential transaction, and that those figures would need to be vetted and substantiated in light of the proposed stock consideration, as well as that a Party A shareholder vote would be required to consummate the proposed transaction and that Party A would require a voting agreement, which the Special Committee understood to mean a voting commitment from Trian. The members of the Special Committee, along with representatives of Goldman Sachs and Wachtell Lipton, discussed Party A’s ability to obtain financing at the level required, which would require a significant amount of leverage relative to Party A’s small size, and also discussed that if Trian did not support a transaction with Party A, shareholder approval of such a transaction would require a significant proportion of other Company shareholders to vote in favor of the transaction in light of the supermajority approval requirements under applicable Jersey law. Representatives of Wachtell Lipton reviewed the level of support that would be required depending on the size of the quorum achieved at a Company shareholder meeting held to approve a transaction. The Special Committee then directed representatives of Goldman Sachs and Wachtell Lipton to develop a list of follow-up questions for Party A in order to clarify Party A’s proposal, including with respect to the proposed stock consideration, Party A’s financing, the required approvals and the proposed voting agreement. The Special Committee directed representatives of Goldman Sachs to convey the follow-up questions to Party A and its representatives so that the Special Committee could better evaluate Party A’s proposal.

TABLE OF CONTENTS

Later that day, members of Company management provided a presentation of management’s financial projections for the Company and further business details regarding the Company to representatives of Trian and General Catalyst, which representatives of Goldman Sachs also attended.

On December 1, 2025, the Special Committee met, with representatives of Goldman Sachs and Wachtell Lipton present. Representatives of Goldman Sachs discussed the responses of representatives of Party A to the questions conveyed to Party A at the direction of the Special Committee by Goldman Sachs to clarify the Initial Party A Proposal. Representatives of Goldman Sachs noted that, on November 26, 2025, the representatives of Party A had explained that they had not yet engaged any financing banks and that they were not yet able to provide any further details about the exchange ratio or the synergies assumed by the Initial Party A Proposal. The representatives of Goldman Sachs also noted that Party A’s representatives had clarified that the transaction proposed by Party A would require approval by Party A’s shareholders and that Party A’s proposal was conditioned on securing a voting agreement from Trian. Mr. Cassaday then reported that, in connection with the Special Committee’s evaluation of the Initial Party A Proposal, he had asked a representative of Trian whether Trian would support a proposal from a third party, and the representative of Trian had conveyed to him that Trian had no intention of supporting a bid other than its own or in participating with another bidder in any transaction other than the Proposed Transaction.

Representatives of Goldman Sachs then reviewed Goldman Sachs’ preliminary financial analysis of the Company, based on the projections that had been provided by management and previously reviewed with the Special Committee. Representatives of Goldman Sachs then reported that none of the seven parties other than Party A that Goldman Sachs had contacted at the Special Committee’s direction in order to assess those parties’ potential interest in a potential strategic transaction with the Company had made a proposal or followed up with Goldman Sachs, and that four of those parties had indicated to Goldman Sachs that they had no interest in a transaction with the Company. The members of the Special Committee discussed the risks underlying the management projections, including macroeconomic risks beyond the Company’s control, and the Special Committee’s assessment that the Company faced “key person” risk that could impact the Company’s ability to execute management’s standalone plan in the event of attrition of key members of senior management, including the Chief Executive Officer. After discussion, the Special Committee determined to continue to engage with Trian and General Catalyst but to convey to them that the price offered in their October 26 Proposal was inadequate, and directed Mr. Cassaday to contact Trian in order to encourage Trian and General Catalyst to increase the price contemplated by the October 26 Proposal.

On December 1, 2025, Mr. Cassaday called Mr. Peltz to discuss the October 26 Proposal. Mr. Cassaday noted that the Special Committee had considered the October 26 Proposal and believed the offer price per Share should be increased to reflect the underlying value of the business supported by the management financial projections that had been provided to Trian and General Catalyst. Mr. Peltz indicated that Trian and General Catalyst would consider the feedback of the Special Committee and also expressed that executing a definitive agreement prior to year-end would be important because certain of Trian’s and General Catalyst’s financing commitments may no longer be available if a definitive agreement were not executed before year end.

On December 2, 2025, Mr. Peltz called Mr. Cassaday and conveyed that Trian and General Catalyst would be willing to increase their offer price to $46.50, and clarified that Trian and General Catalyst’s proposal contemplated that the Company would cease to pay its regular dividend following its entry into the merger agreement (the “December 2 Proposal”). Trian and General Catalyst maintained their position on ceasing the dividend throughout negotiations.

On December 4, 2025, the Special Committee met, with representatives of Goldman Sachs and Wachtell Lipton present. Representatives of Goldman Sachs discussed the most recent communications with representatives of Party A. In the course of discussions between representatives of Goldman Sachs and representatives of Party A, Party A’s representatives had reiterated to representatives of Goldman Sachs that Party A would have no interest in pursuing the Initial Party A Proposal if Trian would not sign a voting agreement. Following this discussion, Mr. Cassaday reported on his most recent conversation with Mr. Peltz, and relayed the December 2 Proposal. The members of the Special Committee discussed potential responses to Trian and General Catalyst, including a counterproposal with respect to price and the flexibility to pay the Company’s regular dividend. After discussion, the Special Committee directed representatives of Goldman Sachs to propose that Trian and General Catalyst pay $52.00 per Share to acquire the Company.

TABLE OF CONTENTS

Representatives of Wachtell Lipton then reviewed the terms of a draft merger agreement and draft voting agreement prepared by Wachtell Lipton together with Skadden. After discussion, the Special Committee directed Wachtell Lipton to finalize its drafts of the merger agreement and voting agreement as reviewed with the Special Committee and deliver them to representatives of Trian and General Catalyst in the coming days, while price negotiations continued.

Following the meeting, on December 5, 2025, at the direction of the Special Committee, representatives of Goldman Sachs delivered the Special Committee’s counterproposal to representatives of Trian and General Catalyst.

Later on December 5, 2025, the Special Committee held a meeting with representatives of Goldman Sachs and Wachtell Lipton present to discuss the feedback from Trian and General Catalyst to the Special Committee’s counterproposal of $52.00 per Share and the continued payment of the Company’s regular quarterly dividend prior to the completion of the Proposed Transaction. Representatives of Goldman Sachs reported to the Special Committee that representatives of Trian and General Catalyst had responded to the counterproposal by explaining that they were quite far apart on the price per Share to acquire the Company. Representatives of Goldman Sachs also reported that Trian and General Catalyst had indicated that their view of price reflected their perception of risks in management’s plan. The Special Committee directed representatives of Goldman Sachs to continue discussions with Trian and General Catalyst to improve the price contemplated by the December 2 Proposal.

On December 7, 2025, at the direction of the Special Committee, Wachtell Lipton sent a draft of the merger agreement and the voting agreement to Debevoise.

Following a discussion on December 6, 2025 during which representatives of Goldman Sachs discussed further with Party A’s representatives Party A’s proposal and condition on securing a voting agreement from Trian, on December 8, 2025, the Special Committee received a second unsolicited preliminary non-binding letter from Party A (the “Revised Party A Proposal”). The Revised Party A Proposal was on substantially identical terms as the Initial Party A Proposal, except that the Revised Party A Proposal had been revised to contemplate completion of due diligence and execution of definitive agreements in mid-January, rather than by year-end, as had been contemplated by the Initial Party A Proposal, and removed a reference in the Initial Party A Proposal to a voting agreement that Party A had previously conveyed it would require from Trian, instead remaining silent on the need for a voting agreement.

Later that day, the Special Committee met, with representatives of Goldman Sachs and Wachtell Lipton present, to discuss the Revised Party A Proposal. The members of the Special Committee discussed the extension of Party A’s proposed timeline as well as the fact that, notwithstanding the revision to the Initial Party A Proposal, Party A had not affirmatively committed to transact without a voting commitment from Trian, and had previously stated to representatives of Goldman Sachs on several prior occasions that it would not proceed with a transaction without a commitment from Trian to support its proposal. The Special Committee discussed, with input from representatives of Wachtell Lipton and Goldman Sachs, that Trian had previously conveyed it did not intend to support another bidder’s proposal, and that, in light of the supermajority shareholder approval requirements under Jersey law, a proposal that Trian did not support would require approval by a significant proportion of other Company shareholders, which the Special Committee believed would be difficult to obtain. The Special Committee further discussed that the transaction contemplated by Party A would, because of its emphasis on significant cost synergies, among other reasons, potentially precipitate key person attrition and significant client concerns. The Special Committee noted its belief that, as a result of such risks, the boards of directors of Company investment funds would be less likely to support the Revised Party A Proposal, presenting another consummation risk underlying the Revised Party A Proposal, given the market practice in acquisitions of asset management firms for the closing to be conditioned on the consent of a significant percentage of firm investment funds and clients. The Special Committee also discussed the uncertainty and contingencies in the Revised Party A Proposal, including around financing and the stock consideration. In light of these considerations, the members of the Special Committee determined that the Revised Party A Proposal did not change their view that Party A’s proposal was not currently actionable and not in the interests of the Company to pursue.

On December 12, 2025, Debevoise sent a revised draft of the merger agreement to Wachtell Lipton, which, among other points, added a closing condition related to the amount of the Company’s cash at

TABLE OF CONTENTS

closing, as well as limitations on the buyer’s reasonable best efforts obligations to obtain required regulatory approvals, a requirement for the Company to reimburse Parent for transaction expenses incurred by it or on its behalf in the event the merger agreement is terminated because Company shareholders do not approve the transaction and proposed a decrease in the proposed reverse termination fee payable by Parent in certain circumstances in which it breaches the merger agreement or fails to close the transaction when required. Subsequent to the receipt of that revised draft, representatives of Debevoise also conveyed to representatives of Wachtell Lipton their proposal that the closing condition regarding the consent of investment advisory clients of the Company require that investment advisory clients representing at least eighty percent (80%) of the aggregate annualized investment advisory or similar fees relative to a measurement date consent to the Proposed Transaction (the Company had previously proposed a threshold of seventy-five percent (75%)).

On the morning of December 15, 2025, Trian and General Catalyst sent a revised proposal to the Special Committee (the “December 15 Proposal”) to acquire all of the outstanding Shares for an increased purchase price of $47.00 per Share in cash. In addition, the December 15 Proposal detailed the sources that Trian and General Catalyst intended to use to finance the Proposed Transaction.

Later that day, the Special Committee met, with representatives of Goldman Sachs and Wachtell Lipton present, to discuss the December 15 Proposal and the status of negotiations with Trian and General Catalyst. Representatives of Goldman Sachs explained that, in a conversation with a representative of Trian and General Catalyst following the December 15 Proposal, it was clarified that Trian and General Catalyst had considered in the December 15 Proposal the impact of a performance-based fee the Company expected to receive as a result of the performance of its biotechnology investment fund. The representatives of Goldman Sachs noted that Company management had updated its financial projections for the Company in light of such impact, and the Special Committee approved the use of the updated management projections by Goldman Sachs for purposes of Goldman Sachs’ financial analysis. Representatives of Wachtell Lipton reviewed with the Special Committee the revised draft of the merger agreement received from Debevoise on December 12. The Special Committee then discussed, with input from representatives of Goldman Sachs and Wachtell Lipton, a potential counterproposal to Trian and General Catalyst at $50.00 per Share, with the Company permitted to pay its regular quarterly dividend following the execution of a merger agreement. The Special Committee discussed with the representatives of Goldman Sachs and Wachtell Lipton the next steps to be taken in the negotiation with Trian and General Catalyst, including that Goldman Sachs would seek more information about Trian’s and General Catalyst’s sources of financing and that the Special Committee would meet again the next day to finalize a counterproposal to Trian and General Catalyst. The Special Committee also discussed risks to the Company’s standalone plan, including that, following the public disclosure of the October 26 Proposal, the potential for a lack of clarity regarding the Company’s strategic direction, or perception that the Special Committee did not capitalize on a strategic opportunity, risked alienating the Company’s management and investment professionals and having an adverse impact on business performance.

On December 16, 2025, the Special Committee held a meeting, with representatives of Goldman Sachs and Wachtell Lipton present, to finalize a counterproposal to the December 15 Proposal. Representatives of Goldman Sachs noted that the representatives of Trian and General Catalyst had indicated that they had the equity financing necessary for the December 15 Proposal and were prepared to move quickly to be in a position to execute a definitive merger agreement by the end of the week. After discussion, the Special Committee directed the representatives of Goldman Sachs to make a counterproposal to Trian and General Catalyst consistent with the counterproposal the Special Committee had discussed at its meeting the previous day, which contemplated an acquisition of the Company for $50.00 per Share in cash, with the Company permitted to pay its dividend following the execution of a merger agreement, and no closing condition related to the amount of the Company’s cash at closing. Later that day, representatives of Goldman Sachs conveyed the counterproposal to representatives of Trian and General Catalyst, and representatives of Wachtell Lipton sent a revised draft of the merger agreement to Debevoise.

On December 18, 2025, Trian and General Catalyst sent a further revised proposal to the Special Committee (the “December 18 Proposal”) to acquire all of the outstanding Shares of the Company for a purchase price of $48.00 per Share in cash. Later that day, Debevoise sent a revised draft of the merger agreement to Wachtell Lipton.

TABLE OF CONTENTS

On December 19, 2025, the Special Committee held a meeting with representatives of Goldman Sachs and Wachtell Lipton present, to discuss the December 18 Proposal. Representatives of Wachtell Lipton also reviewed with the Special Committee the most recent revised draft of the merger agreement and other legal documentation received from Trian and General Catalyst, including with respect to closing conditionality and a provision requiring the Company to use reasonable best efforts to maintain a certain amount of cash, a reverse termination fee payable by the buyer in certain circumstances in which it breaches the merger agreement or fails to close the transaction when required, and a requirement for the Company to reimburse the buyer for transaction expenses incurred by it or on its behalf in the event the merger agreement is terminated because Company shareholders do not approve the transaction. Following discussion, the Special Committee determined that if Trian and General Catalyst agreed to a price of $49.00 per Share in cash, the Special Committee would support a transaction at that price, including the cessation of dividends following the execution of a merger agreement, and authorized Mr. Cassaday to convey to Trian and General Catalyst that $48.00 per Share was insufficient. The Special Committee also directed representatives of Wachtell Lipton to revise the covenant requiring the Company to maintain a certain amount of cash so that it did not introduce closing conditionality, and, if Trian and General Catalyst agreed to pay $49.00 per Share, to accept the proposed expense reimbursement provision and reverse termination fee and a closing condition regarding the consent of investment advisory clients based on a threshold of eighty percent (80%) of the aggregate annualized investment advisory or similar fees relative to a measurement date.

On December 19, 2025, Mr. Cassaday held a call with Mr. Peltz and conveyed the Special Committee’s position that $48.00 per Share was insufficient.

Between December 19 and December 21, 2025, representatives of Trian, General Catalyst and Debevoise had several calls with representatives of Goldman Sachs and Wachtell Lipton to discuss the merger consideration and the remaining open points in the transaction agreements. During the course of these discussions, representatives of Trian and General Catalyst asked representatives of Goldman Sachs if the Special Committee would view $48.50 per Share as sufficient, and representatives of Goldman Sachs explained that the Special Committee would not view $48.50 per Share as sufficient. Also, during this period, representatives of Wachtell Lipton, Skadden, Debevoise and Kirkland & Ellis LLP, who also served as counsel to General Catalyst, continued to exchange drafts of the various transaction agreements.

On December 20, 2025, representatives of Goldman Sachs provided an updated customary relationship disclosure letter to the Special Committee.

On December 21, 2025, representatives of Trian and General Catalyst conveyed to representatives of Goldman Sachs and Wachtell Lipton an offer to acquire the Company for $49.00 per Share and conditioned on the Special Committee agreeing to an increased termination fee and expense reimbursement cap, with the reverse termination fee remaining unchanged. The representatives of Trian and General Catalyst stated that this was their best and final offer.

On the afternoon of December 21, 2025, the Special Committee held a meeting with representatives of Goldman Sachs and Wachtell Lipton present. The members of the Special Committee and representatives of Goldman Sachs and Wachtell Lipton discussed Trian and General Catalyst’s offer and representatives of Wachtell Lipton summarized and reviewed with the Special Committee the revisions to the transaction agreements since the meeting on December 19, including the course of negotiations regarding the termination fee and expense reimbursement cap, and noted that the final proposed merger agreement reflected a termination fee equal to approximately 4% of the equity transaction value and an expense reimbursement cap equal to approximately 1.5% of equity transaction value (with the termination fee reduced to approximately 3% in the event the expense reimbursement became payable) and a reverse termination fee equal to approximately 3% of the equity transaction value. Representatives of Wachtell Lipton additionally reviewed the Special Committee’s process to date and the fiduciary duties of the directors, with the assistance and advice of Walkers. Representatives of Goldman Sachs then reviewed with the Special Committee Goldman Sachs’ financial analysis of the Company and the merger consideration proposed to be paid in the transaction, and rendered to the Special Committee Goldman Sachs’ oral opinion, to be subsequently confirmed by delivery of a written opinion, which is attached to this proxy statement as Annex C, that, based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, as of such date, the $49.00 in cash per Share to be paid to the holders (other than Parent, the Trian Shareholder and their respective affiliates)

TABLE OF CONTENTS

of Shares of the Company pursuant to the merger agreement was fair from a financial point of view to such holders. Following the presentations and these discussions, and after careful review and discussion by the Special Committee, including consideration of the factors described under “— Recommendation of the Special Committee,” the Special Committee determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger) were in the best interests of the Company and unanimously recommended that the Board (i) resolve as required by Article 127E(1) of the Companies Law in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated thereby (including the merger) are in the best interests of the Company, (ii) approve, adopt and declare advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) direct that the approval and adoption of the merger agreement (including the merger) be submitted to a vote at a meeting of the Company’s shareholders, (iv) recommend the approval and adoption of the merger agreement (including the merger) by the Company’s shareholders pursuant to Article 127F(1) of the Companies Law, and (v) approve, adopt and declare advisable the Voting and Rollover Agreement and the Limited Guarantees.

Later on December 21, 2025, the Board held a meeting, with members of Company management, and representatives of Skadden, Wachtell Lipton, Carey Olsen and Goldman Sachs present, to discuss and deliberate on the Proposed Transaction. The Trian Directors recused themselves from the entirety of the Board meeting. At the meeting, the directors received an update from Mr. Cassaday regarding the latest stages of the negotiation between the Special Committee and Trian and General Catalyst. Representatives of Skadden and Wachtell Lipton then discussed the proposed terms of the various transaction documents. Representatives of Carey Olsen, the Company’s Jersey counsel, provided an overview of the fiduciary duties of the directors in considering the proposed transaction. At the request of the Board, representatives of Goldman Sachs then reviewed its financial analyses of the proposed merger consideration. Following the presentations and these discussions, and after careful review and discussion by the Board, including consideration of the factors described under “— Recommendation of the Board,” the Board, acting upon the unanimous recommendation of the Special Committee, unanimously (other than the Trian directors and Mr. Dibadj, who recused himself from voting) (i) resolved, as required by the Companies Law, in the opinion of the directors voting for the resolution, that as required by Article 127E(1) of the Companies Law the merger agreement and the transactions contemplated thereby (including the merger) are in the best interests of the Company, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) directed that the approval and adoption of the merger agreement (including the Merger) be submitted to a vote at a meeting of the Company’s shareholders, (iv) recommended the approval and adoption of the merger agreement (including the merger) by the Company’s shareholders pursuant to Article 127F(1) of the Companies Law and (v) approve, adopt and declare advisable the Voting and Rollover Agreement and the Limited Guarantees.

On the evening of December 21, 2025, the parties executed and delivered the merger agreement and the other transaction agreements, and the Proposed Transaction was announced before the market opened on December 22, 2025. Later that day, the Company filed with the SEC a copy of the merger agreement and the press release announcing the merger as exhibits to a Current Report on Form 8-K, and Trian filed an amendment to its Schedule 13D with respect to the Company to disclose its entry into the merger agreement with the Company, the voting and rollover agreement and its equity commitment letter in connection with the Proposed Transaction.

Reasons for the Merger; Recommendation of the Special Committee and the Board

Recommendation of the Special Committee

At a meeting held on December 21, 2025, the Special Committee, acting with the advice of its own legal and financial advisors, unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of the Company and unanimously recommended to the Board that it approve, adopt and declare advisable the merger agreement and the transactions contemplated thereby, including the merger.

TABLE OF CONTENTS

Reasons for Recommending the Approval and Adoption of the Merger Agreement and Approval of the Merger and the Other Transactions Contemplated by the Merger Agreement

As described above in the section entitled “— Background of the Merger,” in reaching its determination and recommendation, the Special Committee held a number of meetings, consulted with the Company’s management team, received advice from its legal and financial advisors, reviewed a significant amount of information and considered a number of factors, including the following non-exhaustive list (which are not presented in any relative order of importance):

•

The assessment of the Special Committee that none of the potential alternatives to the merger, including continuing to operate the Company independently or pursuing a different transaction, was reasonably likely to present superior opportunities for the Company to create greater value for its shareholders than the merger, after taking into account execution risks as well as business, financial, industry, competitive and regulatory risks;

•

The Special Committee’s process for soliciting and responding to offers from potential counterparties, including that:

•

after Trian and General Catalyst publicly disclosed their intention to pursue a potential acquisition of the Company through Trian’s October 27, 2025 amendment to its Schedule 13D, the Company issued a press release announcing the Special Committee’s engagement of Goldman Sachs and Wachtell Lipton as its independent advisors and, as a result, that any prospective third party that was interested in exploring a transaction with the Company, including a transaction to acquire control of the Company, had the opportunity to submit a proposal for such a transaction to the appropriate representatives of the Special Committee;

•

Representatives of Goldman Sachs solicited proposals from seven potential counterparties, and none of them expressed any interest in making a proposal to acquire the Company (other than Party A);

•

the media coverage regarding Trian’s and General Catalyst’s potential acquisition of the Company did not result in any proposals (other than from Party A) to acquire the Company;

•

there were no alternative proposals (including from Party A) that the Special Committee believed would be more likely to create greater value and certainty of value for the Company’s shareholders than the merger, taking into account execution risks as well as business, financial, industry, competitive and regulatory risks; and

•

the Special Committee’s belief, after consultations with representatives of each of Goldman Sachs and Wachtell Lipton, that there were likely no other potential acquirors or other parties that would be reasonably likely to engage in a transaction in the near term at greater value than the merger consideration, taking into account execution risks. For more information, see the section entitled “— Background of the Merger”;

•

The merger consideration to be received by the Company shareholders in the merger consists entirely of cash, which provides shareholders certainty of value and immediate liquidity at an attractive price measured against the ongoing business and financial execution risks of the Company’s business and enables shareholders to realize value that has been created at the Company while eliminating long-term business and execution risk. In that regard, the Special Committee noted that the value to holders of the Shares would not be subject to fluctuation due to market volatility during the period of time between signing the merger agreement and the consummation of the merger;

•

The Special Committee’s belief that the merger consideration represented the best value reasonably obtainable from Trian and General Catalyst for the Shares, taking into account:

•

the process conducted by the Special Committee with the assistance of Goldman Sachs and the Special Committee’s assessment that other parties did not have interest in making, or were not reasonably likely to make, an acquisition proposal for the Company that provided greater value for the Company shareholders, including based on the regulatory, financing and other execution risks applicable to each party;

TABLE OF CONTENTS

•

the Special Committee’s determination that Party A had not provided an actionable proposal in light of several factors, including that: Party A had not affirmatively committed to a transaction with the Company without a voting commitment from Trian, and on several occasions had indicated that it would not proceed without a voting commitment from Trian, though Trian had stated it would not support another bidder’s proposal; without support from Trian, stockholder approval of a transaction with Party A would require a very high proportion of other Company stockholders to vote in favor of the transaction in light of the supermajority approval requirements under applicable Jersey law; Party A was proposing substantial stock consideration and, despite requests from representatives of Goldman Sachs, had not provided sufficient detail regarding its proposed exchange ratio, financing plans, or assumed cost synergies; and Party A’s focus on cost synergies would likely precipitate key person attrition and raise significant client concerns, including among the boards of directors of Company investment funds, all of which created significant execution risk;

•

that the negotiations with Trian and General Catalyst were extensive and resulted in an increase in consideration of $3.00 per share from Trian’s and General Catalyst’s initial proposal;

•

that Trian and General Catalyst indicated that $49.00 per Share represented their “best and final” offer and the Special Committee’s belief that Trian and General Catalyst would not increase their price further;

•

that the merger consideration represented an 18% premium to the unaffected trading price of the Shares at the close of trading on October 24, 2025, the last trading day before Trian’s and General Catalyst’s initial proposal was made public, and a 7% premium to the 52-week high trading price of the Shares; and

•

the Special Committee’s familiarity with the business, operations, prospects, strategy, assets, liabilities and general financial condition of the Company on a historical and prospective basis and the Special Committee’s assessment of associated risks, including execution risks, with respect to the Company’s business plan;

•

The possibility that if the Special Committee declined to recommend that the Board approve the merger agreement, or if the Special Committee sought to delay the execution of the merger agreement in order to pursue discussions with other third parties (including Party A), there may not be another opportunity for the Company shareholders to receive a comparably priced offer with a comparable level of closing certainty;

•

The Special Committee’s assessment of the risks in the Company’s standalone plan, including the concern that a lack of clarity regarding the Company’s strategic direction or the perception that the Special Committee did not capitalize on a strategic opportunity risked alienating the Company’s management and investment professionals and having an adverse impact on business performance;

•

The view of the Special Committee, based upon the Special Committee’s extensive knowledge of the Company’s business, assets, financial condition and results of operations, that the merger consideration compares favorably to the projected long-term value of the Company if the Company were to remain as a stand-alone entity after taking into account the risks and uncertainties associated with this alternative, including those relating to the Company’s business model, the Company’s competitive position within the industry, changes occurring in the asset management industry and current market and financial conditions. Specifically, among other things, the Special Committee considered:

•

information concerning the Company’s business, operations, properties, assets, financial performance and condition, and the Company’s projected financial performance, including the management projections, the execution risks implicit in the management projections, and the Company’s historical ability to achieve management’s projections;

•

the impact of market, customer and competitive trends on the Company, including the changing competitive landscape in the asset management industry, the cumulative effect of fee pressure, a shift to passive investments and the increasing technology expenditures needed to stay competitive;

TABLE OF CONTENTS

•

general risks related to market conditions that could negatively impact the Company’s valuation or reduce the price of the Shares; and

•

the fact that the price of the Shares could be negatively impacted if the Company failed to meet investor expectations, including if the Company failed to meet its growth and profitability objectives;

•

The oral opinion of Goldman Sachs rendered to the Special Committee on December 21, 2025, subsequently confirmed by delivery of its written opinion dated such date that, as of such date and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, the $49.00 in cash per Share to be paid to the holders (other than Parent, the Trian Shareholder and their respective affiliates) of Shares pursuant to the merger agreement was fair from a financial point of view to such holders (as more fully described in the section entitled “— Opinion of Goldman Sachs & Co. LLC”);

•

The non-price terms and conditions of the merger agreement and related transaction documents, including, without limitation:

•

the provisions allowing the Company, under certain circumstances, to furnish information to and conduct negotiations with third parties submitting unsolicited alternative Acquisition Proposals (as described below under the section entitled “The Agreement and Plan of Merger — Restriction on Solicitation of Competing Proposals”);

•

the provisions allowing the Board (acting on the recommendation of the Special Committee) to change its recommendation prior to obtaining shareholder approval in specified circumstances relating to a Superior Proposal (as described in the section entitled “The Agreement and Plan of Merger — Restriction on Solicitation of Competing Proposals”) or Intervening Event (as described in the section entitled “The Agreement and Plan of Merger — Obligation of the Board with Respect to Its Recommendation”), subject to Parent’s right to terminate the merger agreement and receive payment of the termination fee of $297,130,000;

•

the provisions allowing the Board (acting on the recommendation of the Special Committee) to terminate the merger agreement to enter into a definitive agreement providing for a Superior Proposal, subject to certain conditions (including certain rights of Parent to match the superior proposal and payment of the termination fee of $297,130,000), which the Special Committee believed would be unlikely to deter third parties from making a Superior Proposal;

•

Parent’s obligation under the merger agreement to use its best efforts to obtain the regulatory approvals necessary to consummate the merger, subject to certain limitations as described in the section entitled “The Agreement and Plan of Merger — Efforts to Complete the Merger ;

•

the payment by Parent of a reverse termination fee of $222,850,000 if the merger agreement is terminated under certain circumstances;

•

the terms of the merger agreement that provide the Company with sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the merger or the termination of the merger agreement;

•

the fact that Parent has obtained committed preferred equity financing and debt financing for the transaction from reputable financial institutions; and

•

the Termination Date of June 22, 2026 (subject to extension under certain circumstances), which the Special Committee believed to be sufficient time to complete the merger;

•

The Special Committee’s belief that an acquisition by Parent has a reasonable likelihood of closing, based on, among other things:

•

the limited conditions to Parent’s obligation to consummate the merger as provided by the merger agreement, including the absence of a financing or minimum cash condition;

•

the fact that Parent would be obligated to pay a reverse termination fee of $222,850,000 if the merger agreement is terminated under certain circumstances;

TABLE OF CONTENTS

•

the fact that no substantive issues are expected in connection with the required regulatory approvals and the meaningful obligations of Parent to obtain such regulatory approvals;

•

the fact that the merger is not subject to the approval of Parent’s stockholders, with the attendant risks associated with such a vote;

•

the fact that Trian, which holds approximately 20.7% of the voting power of the Company as of the date hereof, has entered into the Voting and Rollover Agreement and has agreed to vote its Shares in favor of the merger agreement, subject to, and in accordance with, the terms and conditions of the Voting and Rollover Agreement;

•

the Company’s ability to specifically enforce Parent’s obligations under the merger agreement in accordance with the terms of the merger agreement (including the Company having certain third-party beneficiary rights in certain circumstances with respect to the enforcement of the equity investors’ equity commitment under the equity commitment letters and the Trian Shareholder’s commitment under the Voting and Rollover Agreement in accordance with their terms and the terms of the merger agreement), which commit the equity investors to cause the equity financing to be funded if the conditions to closing in the merger agreement are satisfied; and

•

Trian’s and General Catalyst’s business reputations and financial resources, which provided the Special Committee comfort that the equity financing would be available; and

•

The fact that the merger and the other transactions contemplated by the merger agreement would be subject to the approval of the Company’s shareholders, that the shareholders would be free to evaluate the merger and vote for or against the adoption of the merger agreement at the special meeting and that this evaluation would be meaningful in light of the requirement that two-thirds (2/3) of the total votes cast approve the merger.

The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the merger and to permit the Special Committee to represent effectively the interests of the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act (the “unaffiliated security holders”). The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the merger to the unaffiliated security holders in light of Trian’s equity ownership position in the Company and its participation in the transaction as part of the buyer group:

•

The Special Committee, since its formation on October 27, 2025, has consisted solely of independent and disinterested directors that are not affiliated with, and are independent of, any of the potential counterparties to a potential acquisition of the Company and were otherwise disinterested and independent with respect to a potential acquisition of the Company, other than any interests discussed in the section of this proxy statement entitled “Special Factors — Interests of the Company’s Directors and Executive Officers in the merger” beginning on page 73 of this proxy statement;

•

The Special Committee had the authority to, among other things, (i) consider and evaluate Trian’s and General Catalyst’s proposed transaction and explore potential alternative strategic transactions outside the ordinary course of business (collectively, the “Special Committee Matters”), (ii) negotiate (or oversee the negotiation of) and to reject any Special Committee Matter, (iii) take such actions as it may deem necessary or advisable to consider, negotiate (or oversee the negotiation of) and evaluate the terms, conditions and advisability of any Special Committee matter to the full Board and/or the shareholders of the Company, and (iv) determine whether any Special Committee Matter is in the best interests of the Company and its shareholders and to report its recommendation to the full Board and/or the shareholders of the Company;

•

The Special Committee selected and engaged its own independent legal and financial advisors and received the advice of such advisors throughout its consideration, evaluation and negotiation of a potential acquisition of the Company, which independent financial advisor delivered a fairness opinion to the Special Committee;

•

The numerous meetings held by the Special Committee over an extensive period (with its legal and financial advisors present) to discuss and evaluate, among other things, the process for exploring a

TABLE OF CONTENTS

potential strategic transaction and the proposals from Trian and General Catalyst and Party A, and the Special Committee’s active oversight of the negotiation process. The Special Committee was actively engaged in this process on a regular basis and was provided with full access to the Company’s management team and its advisors in connection with the evaluation process;

•

The Special Committee made its evaluation of a potential acquisition of the Company by Trian and General Catalyst based upon the factors discussed in this proxy statement and with the full knowledge of the interests of Trian;

•

The recognition by the Special Committee that it had no obligation to recommend to the Board the approval of the merger or any other transaction and had the authority to reject any proposals made and that the Board had resolved not to authorize, approve or proceed with the transaction with Trian and General Catalyst or any other strategic transaction outside of the ordinary course of business without the prior affirmative recommendation of the Special Committee; and

•

The Special Committee’s determination that the combination of its independence and full negotiating authority, its ability to reject the transaction, the fairness opinion from its independent financial advisor, Goldman Sachs, and the requirement of approval by two-thirds (2/3) of the votes cast by the Company’s shareholders provided meaningful protection to unaffiliated security holders.

In the course of its deliberations, the Special Committee also considered the following non-exhaustive list of certain risks and other countervailing factors concerning the merger agreement and the transactions contemplated thereby, including the merger (which are not presented in any relative order of importance):

•

The nature of the merger as a cash transaction means that the Company would no longer exist as an independent public company following the merger and that the Company’s unaffiliated shareholders would not participate in future earnings or growth of the company and would not benefit from any appreciation in the value of the company;

•

Subject to certain exceptions, the merger agreement precludes the Company from soliciting or entertaining alternative acquisition proposals and requires the Company to pay Parent a termination fee of $297,130,000 in certain circumstances;

•

The merger agreement provisions generally requiring the Company to conduct its business in the ordinary course and the other restrictions in the merger agreement on the conduct of the Company’s business prior to completion of the merger, each of which may delay or prevent the Company from undertaking business opportunities or strategic initiatives that may arise pending completion of the merger that, absent the merger agreement, the Company might have pursued, or from taking certain actions aimed at incentivizing and retaining the Company’s employees;

•

The merger agreement prohibits the Company from paying its regular quarterly dividend;

•

The possibility that the transactions contemplated by the merger agreement, including the merger, might not be consummated, on the anticipated timeline or at all, including because the consummation of the merger depends on the satisfaction or waiver of certain closing conditions which the Company does not control, and the fact that if the merger is not consummated, (i) the Company’s directors, senior management and other employees will have expended extensive time and effort and will have experienced significant distractions from their work during the pendency of the merger, (ii) the Company will have incurred significant transaction costs, (iii) the Company’s continuing business relationships with clients and employees may be adversely affected, (iv) the trading price of the Shares may be adversely affected, (v) the market’s perceptions of the Company’s prospects may be adversely affected, and (vi) the Company may have difficulty achieving its stand-alone strategic plan;

•

The effects of the public announcement of the merger agreement, including effects on the Company’s ability to attract and retain key personnel and to maintain client relations during the pendency of the merger, as well as the potential for litigation in connection with the merger and the associated costs, burden and inconvenience involved in defending those proceedings;

•

The requirement that the Company to reimburse up to $111,420,000 of transaction expenses incurred by or on behalf of Parent in connection with a termination of the merger agreement because Company shareholders do not approve the merger or pay a termination fee of $297,130,000 (or, if

TABLE OF CONTENTS

the expense reimbursement has been paid or become payable, $222,850,000) in connection with the termination of the merger agreement under certain circumstances, including if the Company terminates the merger agreement to accept a Superior Proposal or if Parent terminates the merger agreement because the Board changes its recommendation (as further described in the section entitled “The Agreement and Plan of Merger — Termination of the Merger Agreement”) might potentially discourage third parties from making a competing proposal to acquire the Company;

•

The merger agreement provides that the sole recourse of the Company and maximum aggregate liability of Parent for a failure of the transactions to be consummated will not exceed, in the aggregate, the reverse termination fee, if payable (plus certain enforcement expenses and reimbursement and indemnification obligations, as applicable, subject to certain caps);

•

The amount of time it could take to complete the merger, and the risk that the pendency of the merger for an extended period of time following the announcement of the execution of the merger agreement could divert the Company’s management’s attention and have an adverse impact on the Company, including its relationships with clients and employees;

•

The exchange of the Shares of the Company for cash in the merger generally will be a taxable transaction for shareholders for U.S. federal income tax purposes;

•

The fact that certain of the Company’s directors and executive officers have certain interests in the merger that are different from, and in addition to, those of the Company’s shareholders (see the section entitled “— Interests of Directors and Executive Officers in the Merger”);

•

The fact that the Trian Shareholder will participate in the transaction through an equity rollover of a portion of its Shares, and, as a result, the Trian Shareholder will be able to participate in the future growth or earnings of the Surviving Corporation with respect to that portion of its equity that it is rolling over in the Surviving Corporation;

•

The Company has incurred and will incur substantial costs in connection with the transactions contemplated by the merger agreement, even if such transactions are not consummated; and

•

The other risks described in and incorporated by reference in this proxy statement, see “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2024, as well as our subsequent filings with the SEC, incorporated by reference herein, and “Cautionary Statement Regarding Forward-Looking Statements.”

The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the merger agreement and the transactions contemplated thereby, including the merger, were significantly outweighed by the potential benefits of the merger agreement and the transactions contemplated thereby, including the merger. Accordingly, the Special Committee determined that the merger is fair to, and in the best interests of, the unaffiliated security holders (as defined in Rule 13e-3 under the Exchange Act), taking into account both the merger consideration and the procedural protections implemented to mitigate potential conflicts of interest.

Recommendation of the Company’s Board of Directors

At a meeting held on December 21, 2025, the Board, acting upon the unanimous recommendation of the Special Committee, unanimously (other than those directors recusing themselves in accordance with applicable law): (i) resolved as required by Article 127E(1) of the Companies Law in the opinion of the directors voting for the resolution, that the merger agreement and the transactions contemplated thereby (including the merger) are in the best interests of the Company, (ii) approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (iii) directed that the approval and adoption of the merger agreement (including the merger) be submitted to a vote at a meeting of the Company’s shareholders; (iv) recommended the approval and adoption of the merger agreement (including the merger) by the Company’s shareholders pursuant to Article 127F(1) of the Companies Law and (v) approve, adopt and declare advisable the Voting and Rollover Agreement and the Limited Guarantees.

In addition, the Board, on behalf of the Company, believes, based on the factors described below, including the merger consideration, the absence of superior alternatives, and the procedural protections

TABLE OF CONTENTS

implemented through the Special Committee process, that the merger is fair to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

In the course of reaching its determination and making its recommendations, the Board considered the following non-exhaustive list of material factors and countervailing factors, which are not presented in any relative order of importance:

•

the Special Committee’s analyses, conclusions and unanimous determination that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of the Company, and the Special Committee’s unanimous recommendation that the Board approve, adopt and declare advisable the merger agreement and the transactions contemplated thereby, including the merger;

•

the fact that the Special Committee received the opinion of Goldman Sachs, which it determined to be independent, as described above (which opinion is more fully described in the section entitled “— Opinion of Goldman Sachs & Co. LLC”);

•

the financial analyses reviewed with the Board by representatives of Goldman Sachs;

•

the procedural fairness of the merger, including the fact that (1) the Special Committee, which negotiated the merger, is comprised only of independent and disinterested directors unaffiliated with Trian or General Catalyst, and, other than any interests described in the section entitled “— Interests of Directors and Executive Officers in the Merger,” the members of the Special Committee do not have material interests in the merger different from, or in addition to, those of the Company’s shareholders generally and (2) the Special Committee had the authority to select and engage, and was advised by, its own independent legal and financial advisors; and

•

the factors and countervailing factors considered by the Special Committee and listed above.

Accordingly, the Board recommends that the Company shareholders vote “FOR” the proposal to approve and adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, “FOR” the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger and “FOR” the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies.

This discussion of the information and factors considered by the Special Committee and the Board includes the principal positive and negative factors, but is not intended to be exhaustive and none of which was determinative on its own and may not include all of the factors considered by the Special Committee and the Board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Special Committee and the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual Special Committee members and Board members may have given different weights to different factors. The Special Committee and the Board did not undertake to make any specific determination as to whether, or to what extent, any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Special Committee and the Board based its recommendation on the totality of the information presented, including the factors described above.

In considering the recommendation of the Special Committee and the Board, the Company shareholders should be aware that certain directors and executive officers of the Company have interests in the transaction that are different from, or in addition to, any interests they might have solely as shareholders. The Special Committee and the Board were aware of these interests and considered them when evaluating and negotiating, as applicable, the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in making the recommendation to the Company shareholders. See the section entitled “—Interests of Directors and Executive Officers in the Merger.”

In the course of evaluating the merger agreement and the transactions contemplated thereby, including the merger, and making the decisions, determinations and recommendations described above (as applicable), the Special Committee and the Board did not consider the liquidation value of the Company because they

TABLE OF CONTENTS

considered the Company to be a viable going concern; they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company. For the foregoing reasons, the Special Committee and the Board did not consider liquidation value to be a relevant factor. Further, the Special Committee and the Board did not consider the Company’s net book value, which is an accounting concept, as a factor because they believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in the industry. The Special Committee and the Board believed at the time of entering into the merger agreement that the trading price of the Shares at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Special Committee and the Board considered the value of the Company as a going concern by taking into account the value of the Company’s current and anticipated business, financial condition, results of operations, prospects, and other forward-looking matters. In addition, the Special Committee did not seek to establish a pre-merger going concern value for the Company as such.

Other than as described in this proxy statement, the Board is not aware of any firm offer by any other person during the past two years for a merger or consolidation of the Company with or into another company, the sale or other transfer of all or any substantial part of the Company’s assets or a purchase of the Company’s securities that would enable such person to exercise control of the Company.

The Special Committee’s and the Board’s reasons for recommending the approval of the merger and the other transactions contemplated by the merger agreement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2024, as well as our subsequent filings with the SEC, and the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The members of the Board that approved the merger unanimously recommend that the shareholders of the
Company vote “FOR” the proposal to approve and adopt the merger agreement and the transactions
contemplated by the merger agreement, including the merger.

Unaudited Prospective Financial Information

The Company, does not as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future financial performance, revenues, earnings, financial condition or other results due to, among other reasons, the nature of the Company’s business, the uncertainty of the underlying assumptions and estimates, including the difficulty of predicting economic and market conditions which may materially impact forecasted outcomes in a market sensitive business like asset management. However, in connection with the evaluation of a possible strategic transaction, certain financial projections (the “Company Projections”) were made available to the Board, the Special Committee and Goldman Sachs in performing its financial analyses summarized under “— Opinion of Goldman Sachs & Co. LLC” beginning on page 59.

The Company Projections were based on numerous variables and assumptions made by Company management at the time prepared, including with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company.

Because the Company Projections were made available to the Special Committee, the Board, Goldman Sachs and Parent and its financial advisor, they are being included in this proxy statement. However, the inclusion of this information should not be regarded as an indication that the Company, the Special Committee, the Board, Goldman Sachs or any other recipient of this information considered, or now considers, the Company Projections to be material information of the Company or predictive of actual future results nor should it be construed as financial guidance. No person has made or makes any

TABLE OF CONTENTS

representation or warranty to any shareholder regarding the information included in the Company Projections and they should not be relied upon as predictive of future results or material information.

The Company Projections were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Company Projections included in this proxy statement have been prepared by, and are the responsibility of, the Company’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Company Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Company Projections and should not be read to do so. Our internal financial forecasts (upon which the Company Projections were based in part) are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to interpretations and periodic revisions based on actual experience and business developments. Furthermore, the Company Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States (“GAAP”). Since the projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Company Projections may differ from publicized analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the merger.

Although a summary of the Company Projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by our management that our management believed were reasonable at the time the Company Projections were prepared, taking into account the relevant information available to management at the time. However, this information is not fact and is not necessarily indicative of actual future results. Important factors that may affect actual results and cause the Company Projections not to be achieved include the accuracy of certain accounting assumptions and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy, liquidity, the sources and amounts of management fees, incentive income and investment income, the amount and source of expected capital commitments for any new fund or redemption amounts, and changes in actual or projected cash flows, industry performance, performance of the Company’s funds, the net asset value of assets in certain of the Company’s funds, the raising of private equity and other capital, investment income, growth rate, net management margins, general business, economic, market, political, competitive and financial factors, changes in tax or other laws and other matters, all of which are difficult to predict and many of which are beyond the Company’s control. In addition, the Company Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. Accordingly, there can be no assurance that the assumptions made in preparing the Company Projections, or that any of the Company Projections, will be realized whether or not the merger is consummated, and actual results may be materially better or worse than those contained in the Company Projections.

The Company Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in our public filings with the SEC.

It is expected that there will be differences between actual and projected results, and actual results may be materially greater or lesser than those contained in the Company Projections due to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under the heading “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement and under the headings “Risk Factors” and the information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q (see “Additional Information” beginning on page 15).

All projections, including the Company Projections, are forward-looking statements. These and other forward-looking statements in this proxy statement or otherwise issued by the Company are expressly qualified in their entirety by the risks and uncertainties detailed under the heading “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement and in our filings with the SEC, including

TABLE OF CONTENTS

the risk factors included in the Company’s most recent Annual Report on Form 10-K, other documents of the Company on file with the SEC, and all factors and matters described or incorporated by reference in this proxy statement.

The inclusion of the Company Projections in this proxy statement should not be regarded as an indication that any of the Company, Parent, Merger Sub or their respective affiliates, advisors or other representatives considered or consider the Company Projections to be necessarily predictive of actual future events, and the Company Projections should not be relied upon as such. None of the Company, Parent, Merger Sub or any of their respective affiliates, advisors or other representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Company Projections, and, except as required by applicable federal securities laws, the Company does not intend, and the Company expressly disclaims any responsibility, to update or otherwise revise or reconcile the Company Projections to reflect circumstances existing after the date the Company Projections were generated or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any or all of the assumptions underlying the Company Projections are shown to be in error. Again, there can be no assurance that the results reflected in the Company Projections will be realized or that actual results will not materially vary from the Company Projections. The Company Projections cover multiple years and such information by its nature becomes less predictive with each successive year. Therefore, the Company Projections included in this proxy statement should not be relied on as necessarily predictive of actual future events nor construed as financial guidance.

The Company Projections are not included in this proxy statement to influence your decision or induce any Company shareholder to vote in favor of the merger agreement or any other proposals to be voted on at the special meeting, but instead to provide Company shareholders access to certain nonpublic information that was made available to the Special Committee, the Board, Janus Henderson’s financial advisors and Parent.

The following tables present a summary of the Company Projections (based on best estimates at the time of preparation of the numerous variables noted above):

	Fiscal Year
($ in millions)	2025E			2026E			2027E			2028E			2029E
Total Revenues		$	2,134		$	2,324		$	2,460		$	2,587		$	2,671
Operating Income		$	741		$	868		$	930		$	988		$	1,013
EBITDA		$	786		$	912		$	971		$	1,026		$	1,048

	Fiscal Year
($ in millions)	4Q’25E			2026E			2027E			2028E			2029E
Unlevered Free Cash Flow		$	129		$	645		$	679		$	764		$	785

In connection with the Company Projections summarized above, the Company’s management also instructed Goldman Sachs to assume an incremental cash impact to the above figures, in an aggregate amount equal to approximately $140,000,000 as a result of performance fees attributable to the performance of a Company biotechnology fund.

Opinion of Goldman Sachs & Co. LLC

Goldman Sachs rendered its opinion to the Special Committee that, as of December 21, 2025 and based upon and subject to the factors and assumptions set forth therein, the $49.00 in cash per Share to be paid to the holders (other than Parent, the Trian Shareholder and their respective affiliates) of Shares pursuant to the merger agreement was fair from a financial point of view to such holders.

TABLE OF CONTENTS

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

•

the merger agreement;

•

annual reports to shareholders and Annual Reports on Form 10-K of the Company for the five years ended December 31, 2024;

•

certain interim reports to shareholders and Quarterly Reports on Form 10-Q of the Company;

•

certain other communications from the Company to its shareholders;

•

certain publicly available research analyst reports for the Company; and

•

certain internal financial analyses and forecasts for the Company prepared by its management, as approved for Goldman Sachs’ use by the Special Committee, which are referred to in this proxy statement as the “Company Projections” (as described in more detail in the section entitled “Special Factors — Unaudited Prospective Financial Information” beginning on page 57).

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for Shares; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the asset management industry and in other industries; and performed such other studies and analyses, and considered such other factors, including Section 5.1(a)(iv) of the merger agreement, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Special Committee’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Special Committee’s consent that the Company Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent, the Trian Shareholder and their respective affiliates) of Shares, as of the date of the opinion, of the $49.00 in cash per Share to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement, the Voting and Rollover Agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or the Voting and Rollover Agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the merger, whether relative to the $49.00 in cash per Share to be paid to the holders (other than Parent, the Trian Shareholder and their respective affiliates) of Shares pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman

TABLE OF CONTENTS

Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which Shares will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company, Parent or the merger, or as to the impact of the merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Financial Analysis

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Special Committee in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. In connection with its opinion, Goldman Sachs considered, among other things, Section 5.1(a)(iv) of the merger agreement, pursuant to which the Company may not declare or pay regular quarterly dividends during the pendency of the merger, which, for the fiscal quarters ending March 31, 2026 and June 30, 2026, were estimated to be $0.40 Share per quarter, as reflected in the Company Projections. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 19, 2025, the last trading day before the public announcement of the merger, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis

Goldman Sachs analyzed the $49.00 in cash per Share to be paid to holders of Shares pursuant to the merger agreement in relation to (i) the unaffected closing price per Share on October 24, 2025, (ii) the volume weighted average price (“VWAP”) per Share for the preceding 30-trading day period ended October 24, 2025, (iii) the 52-week high closing trading price per Share for the period ended October 24, 2025 and (iv) the all-time high price per Share as of December 19, 2025.

This analysis indicated that the $49.00 in cash per Share to be paid to holders of Shares pursuant to the merger agreement represented:

•

a premium of 17.7% based on the unaffected closing price per Share on October 24, 2025 of $41.63;

•

a premium of 12.4% based on the VWAP per Share for the preceding 30-trading day period ended October 24, 2025 of $43.61;

•

a premium of 6.7% based on the 52-week high closing price per Share for the period ended October 24, 2025 of $45.94; and

•

a premium of 1.2% based on the all-time high price per Share as of December 19, 2025 of $48.43.

Illustrative Discounted Cash Flow Analysis

Using the Company Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per Share. Using the mid-year convention for discounting cash flows and discount rates ranging from 11.0% to 13.5%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2025 (i) estimates of unlevered free cash flow for the Company for the last quarter of fiscal year 2025 and for fiscal years 2026 through 2029 as reflected in the Company Projections and (ii) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from 1.5% to 2.5% to a terminal year estimate of the unlevered free cash flow to be generated by the Company, as reflected in the Company Projections (which analysis implied terminal year EBITDA exit multiples ranging from 6.2x to 8.8x). The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Company Projections and

TABLE OF CONTENTS

market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s debt, nonredeemable noncontrolling interests, regulatory required capital and contingent consideration and added the amount of the Company’s cash and cash equivalents, investments in affiliates and incremental cash from performance fees reflected in the Company Projections, in each case, as provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding Shares as of December 16, 2025, as provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, using the treasury stock method, to derive a range of illustrative present values per share ranging from $44.04 to $59.26.

Illustrative Present Value of Future Share Price Analysis

Using the Company Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per Share. For this analysis, Goldman Sachs first calculated the implied enterprise value for the Company as of December 31 for each of the fiscal years 2025 through 2027, by applying a range of illustrative enterprise value (“EV”) to next twelve month (“NTM”) EBITDA (“EV/NTM EBITDA”) multiples of 7.0x to 8.5x to estimates of the Company’s NTM EBITDA for each of the fiscal years 2025 through 2027. This illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for the Company and current and historical EV/NTM EBITDA multiples for certain publicly traded companies, as described below in the section captioned “Selected Public Company Comparables Analysis.”

Goldman Sachs then subtracted the amount of the Company’s debt, nonredeemable noncontrolling interests, regulatory required capital and contingent consideration and added the amount of the Company’s cash and cash equivalents, investments in affiliates and incremental cash from performance fees for each of the fiscal years 2025 through 2027, each as provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for the Company for each of the fiscal years 2025 through 2027. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding Shares for each of fiscal years 2025 through 2027, calculated using information provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, to derive a range of implied future values per Share. Goldman Sachs then added the cumulative dividends per Share expected to be paid to holders of Shares through the end of each of fiscal years 2025 through 2027, using the Company Projections. Goldman Sachs then discounted these implied future equity values per Share to September 30, 2025, using an illustrative discount rate of 13.0%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $42.78 to $52.16 per Share.

Selected Transactions Analysis

Goldman Sachs analyzed certain information relating to the following selected transactions in the asset management industry since 2018. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM adjusted EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to the Company, the companies that participated in the

TABLE OF CONTENTS

selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market sizes and product profile.

The following table presents the results of this analysis:

Announcement Date

Selected Transactions

EV/LTM
Adjusted
EBITDA

Acquiror

Target

April 2024

Victory Capital Holdings, Inc.

Amundi SA

8.9x

July 2022

Pzena Investment Management, LLC

Pzena Investment Management, Inc.

7.2x

December 2020

Macquarie Group Limited

Waddell & Reed Financial, Inc.

10.8x

October 2020

Morgan Stanley

Eaton Vance Corp.

12.1x

February 2020

Franklin Resources, Inc.

Legg Mason, Inc.

10.5x

November 2018

Victory Capital Holdings, Inc.

USAA Asset Management Company

6.9x

October 2018

Invesco Ltd.

OppenheimerFunds, Inc.

8.4x

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/LTM adjusted EBITDA multiples of 6.9x to 12.1x to the Company’s LTM adjusted EBITDA as of September 30, 2025, as provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, to derive a range of implied enterprise values for the Company. Goldman Sachs then subtracted the amount of the Company’s debt, nonredeemable noncontrolling interests, regulatory required capital and contingent consideration and added the amount of the Company’s cash and cash equivalents, investments in affiliates and incremental cash from performance fees reflected in the Company Projections, in each case, as provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, and divided the result by the number of fully diluted outstanding Share as of December 16, 2025, as provided by the management of the Company and approved for Goldman Sachs’ use by the Special Committee, to derive a reference range of implied values per Share of $36.79 to $62.97.

Premia Paid Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2014 through December 19, 2025 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were between $5 billion and $10 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 131 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 32% across the period. This analysis also indicated a 25th percentile premium of 20% and 75th percentile premium of 52% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 20% to 52% to the unaffected closing price per Share of $41.63 as of October 24, 2025, and calculated a range of implied equity values per Share of $49.96 to $63.28.

Selected Public Company Comparables Analysis

Goldman Sachs reviewed and compared certain financial information for the Company to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the asset management industry, which we refer to in this section of the proxy statement as the “Selected Companies”:

•

AllianceBernstein Holding L.P.

•

Affiliated Managers Group, Inc.

•

Artisan Partners Asset Management Inc.

•

BlackRock, Inc.

•

Franklin Resources, Inc.

TABLE OF CONTENTS

•

Invesco Ltd.

•

T. Rowe Price Group, Inc.

•

Victory Capital Holdings, Inc.

•

Virtus Investment Partners, Inc.

Although none of the Selected Companies is directly comparable to the Company, the Selected Companies included were chosen because they are publicly traded companies in the asset management industry with operations that, for purposes of analysis, may be considered similar to certain operations of the Company.

Goldman Sachs also calculated and compared various financial multiples and ratios, based on financial and trading data as of December 19, 2025 or, in the case of the unaffected closing price per Share, as of October 24, 2025, information Goldman Sachs obtained from public filings, Factset Research Systems Inc., and the Company Projections. With respect to the Company and the Selected Companies, Goldman Sachs calculated multiples of enterprise value to estimated NTM EBITDA.

The results of these calculations are summarized as follows:

Selected Companies

The Company

The Company
(Undisturbed)

Range

Median

EV/NTM EBITDA

4.3x – 14.4x

7.5x

7.7x

7.3x

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or Parent or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs providing its opinion to the Special Committee as to the fairness from a financial point of view to the holders (other than Parent, the Trian Shareholder and their respective affiliates) of Shares, as of the date of the opinion, of the $49.00 in cash per Share to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between Special Committee and Parent and was approved by the Board on the recommendation of the Special Committee. Goldman Sachs provided advice to the Special Committee during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company, the Special Committee or the Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Special Committee was one of many factors taken into consideration by the Special Committee in making its determination to recommend the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

TABLE OF CONTENTS

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including Trian, a significant shareholder of the Company and an affiliate of Parent, General Catalyst, an affiliate of Parent, Qatar Investment Authority, an affiliate of Parent, and the preferred equity investor, an affiliate of Parent (collectively, the “Relevant Entities”), any of their respective affiliates and, as applicable, portfolio companies, including the State of Qatar, the parent of Qatar Investment Authority and/or its agencies and instrumentalities or any currency or commodity that may be involved in the transactions contemplated by the merger agreement. Goldman Sachs Investment Banking has an existing lending relationship with General Catalyst, Qatar Investment Authority and the preferred equity investor or their respective majority-owned subsidiaries (excluding, if applicable, portfolio companies) or funds. Goldman Sachs acted as financial advisor to the Special Committee in connection with, and participated in certain of the negotiations leading to, the merger. During the two-year period ended December 21, 2025, Goldman Sachs Investment Banking has not been engaged by the Company or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended December 21, 2025, Goldman Sachs Investment Banking has not been engaged by Trian or its affiliates and portfolio companies to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. As of December 21, 2025, Goldman Sachs Investment Banking was not mandated by Trian and/or its Related Entities (but excluding the Company or its other affiliates) to provide to any such person financial advisory and/or underwriting services. As of December 21, 2025, Goldman Sachs Investment Banking was not soliciting Trian and/or its Related Entities (but excluding the Company or its other affiliates) to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. Goldman Sachs and/or its affiliates have provided certain financial advisory and/or underwriting services to General Catalyst and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as agent in connection with the private placement of senior unsecured bonds by Stripe Inc., an affiliate of General Catalyst, in September 2025. During the two-year period ended December 21, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to General Catalyst and/or its affiliates of approximately $1 million. As of December 21, 2025, Goldman Sachs Investment Banking was mandated by General Catalyst and/or its Related Entities to provide financial advisory and/or underwriting services unrelated to the merger with respect to one or more matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking expected, as of December 21, 2025, that it would recognize compensation in an aggregate amount less than the transaction fee expected in connection with the merger. As of December 21, 2025, Goldman Sachs Investment Banking was not soliciting General Catalyst and/or its Related Entities to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. Goldman Sachs and/or its affiliates also have provided certain financial advisory and/or underwriting services to Qatar Investment Authority and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as book runner in connection with the repricing of a term loan and revolver of Oryx Midstream Services LLC, an affiliate of Qatar Investment Authority, in January 2024; as financial advisor to Gigamon, an affiliate of Qatar Investment Authority, in connection with its sale of a minority stake in February 2024; as book runner in connection with the potential sale of shares of London Stock Exchange Group Plc, an affiliate of Qatar Investment Authority, in May 2024; as book runner in connection with a risk bid in J Sainsbury plc by Qatar Investment Authority in October 2024; as financial advisor to Qatar Investment Authority in connection with its acquisition of a stake in Qatar District Cooling Company Q.C.S.C. in November 2024; as book runner in connection with the repricing of a term loan and revolver of Oryx Midstream Services LLC, an affiliate of Qatar Investment Authority, in January 2025; and as financial advisor to Qatar Investment Authority in connection with its acquisition of a stake in Sauber Motorsport AG in July 2025. During the two-year period ended December 21, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Qatar Investment Authority and/or its affiliates and portfolio companies of

TABLE OF CONTENTS

approximately $25 million. As of December 21, 2025, Goldman Sachs Investment Banking was mandated by Qatar Investment Authority and/or its Related Entities to provide financial advisory and/or underwriting services unrelated to the merger with respect to multiple matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking expected, as of December 21, 2025, that it would recognize compensation in an aggregate amount less than the transaction fee expected in connection with the merger. In addition, as is typical for investment banks, as of December 21, 2025, Goldman Sachs Investment Banking was soliciting Qatar Investment Authority and/or its Related Entities to work on financial advisory and/or underwriting matters unrelated to the merger on which it has not been, and may not be, mandated. Goldman Sachs Investment Banking is not in a position to estimate the amount of compensation, if any, it expects to recognize with respect to such matters, but it expects that, were it to be mandated on such matters, the mandates would provide for customary compensation. The status, timing and likelihood of consummation of such matters will change over time. Goldman Sachs Investment Banking has also provided, may currently be providing and may in the future provide certain financial advisory and/or underwriting services to the State of Qatar, the parent of Qatar Investment Authority, and/or its agencies and instrumentalities and their respective affiliates from time to time for which Goldman Sachs Investment Banking has recognized, and may recognize, compensation. Goldman Sachs and/or its affiliates also have provided certain financial advisory and/or underwriting services to the preferred equity investor and its affiliates from time to time, including having acted as book runner in connection with the issuance of investment grade bonds by the preferred equity investor in January 2024; as book runner in connection with the issuance of investment grade bonds by the preferred equity investor in May 2024; as book runner in connection with the issuance of investment grade bonds by the preferred equity investor in September 2024; and as financial advisor to the preferred equity investor in connection with its sale of a minority stake in Barings LLC in November 2025. During the two-year period ended December 21, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to the preferred equity investor and/or its affiliates of approximately $20 million. As of December 21, 2025, Goldman Sachs Investment Banking was mandated by the preferred equity investor and/or its Related Entities to provide financial advisory and/or underwriting services unrelated to the merger with respect to one or more matters and, if all such matters were to be consummated, Goldman Sachs Investment Banking expected, as of December 21, 2025, that it would recognize compensation in an aggregate amount less than the transaction fee expected in connection with the merger. As of December 21, 2025, Goldman Sachs Investment Banking was not soliciting the preferred equity investor and/or its Related Entities to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Entities, the State of Qatar and/or its agencies and instrumentalities and their respective affiliates and/or, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of December 21, 2025, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in the Company and/or its affiliates (excluding any significant shareholder and its other affiliates), (ii) an aggregate direct GS Principal Investment of approximately $96 million in General Catalyst and/or its Related Entities (as defined below), (iii) no direct GS Principal Investment in GC Creation Fund III, L.P., a fund managed by General Catalyst and expected to provide equity financing for the merger, (iv) no direct GS Principal Investment in Bear Coast (Ventures) Fund II, LP, a fund managed by General Catalyst and expected to provide equity financing for the merger, (v) no direct GS Principal Investment in Trian and/or its Related Entities (but excluding the Company or its other affiliates), (vi) no direct GS Principal Investment in Jupiter Core Holdings, L.P., a fund managed by Trian and expected to provide equity financing for the merger, (vii) no direct GS Principal Investment in Jupiter AM Investors, L.P., a fund managed by Trian and expected to provide equity financing for the merger, (viii) no direct GS Principal Investment in the Trian Shareholder, a fund managed by Trian, (ix) no direct GS Principal Investments in the preferred equity investor and/or its Related Entities, (x) an aggregate direct GS Principal Investment of approximately $192 million in Qatar Investment Authority and/or its Related Entities and (xi) no direct GS Principal Investment in Qatar Holding LLC, a holding company wholly owned by the Qatar Investment Authority and expected to provide equity financing for the merger. As of December 21, 2025, funds managed by affiliates of Goldman Sachs Investment Banking were co-invested with General Catalyst, Qatar Investment Authority and/or their respective affiliates and were invested in equity interests of funds managed by affiliates of General Catalyst and the preferred equity investor. Such funds managed by affiliates of

TABLE OF CONTENTS

Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, Trian, General Catalyst, Qatar Investment Authority, the preferred equity investor and/or their respective affiliates or funds managed thereby in the future.

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Entities and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of the proxy, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:

“GS Principal Investments” (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments, or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make investments in, the Relevant Entities or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

“Related Entities” are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Special Committee selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated November 21, 2025, the Special Committee engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter among the Special Committee, the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $55 million, all of which is contingent upon consummation of the merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Additional Presentations by Goldman Sachs

In addition to the presentation made to the Special Committee on December 21, 2025 described above, Goldman Sachs also made various preliminary presentations containing preliminary financial analyses to the Special Committee on December 1, 2025, December 2, 2025, December 4, 2025, December 10, 2025, December 11, 2025, December 15, 2025 and December 16, 2025. Copies of these written preliminary presentations and a copy of the presentation made to the Special Committee on December 21, 2025 have been filed as exhibits [•], respectively, to the Schedule 13E-3 filed with the SEC in connection with the merger. These written preliminary presentations and the presentation made to the Special Committee on December 21, 2025 will be available to any interested shareholder of the Company (or any representative of

TABLE OF CONTENTS

a shareholder who has been so designated in writing) to inspect and copy at the Company’s principal executive offices during regular business hours.

None of the various preliminary presentations to the Special Committee, alone or together, constitute, or form the basis for, an opinion of Goldman Sachs. Information contained in the various preliminary presentations is substantially similar to the information provided in Goldman Sachs’ presentation to the Special Committee on December 21, 2025, as described above. A summary of the written preliminary presentations is provided below. The following summary, however, does not purport to be a complete description of the written preliminary presentations or of the preliminary financial analyses performed by Goldman Sachs.

The December 1, 2025 materials presented to the Special Committee contained, among other information:

•

a preliminary historical stock trading analysis for the Company similar to that described above;

•

a preliminary illustrative discounted cash flow analysis of the Company similar to that described above;

•

a preliminary illustrative present value of future share price analysis for the Company similar to that described above;

•

a preliminary selected transactions analysis for the Company similar to that described above; and

•

a preliminary premia paid analysis for the Company similar to that described above.

The December 2, 2025 materials presented to the Special Committee contained, among other information:

•

a preliminary historical stock trading analysis for the Company similar to that described above;

•

a preliminary illustrative discounted cash flow analysis of the Company similar to that described above;

•

a preliminary illustrative present value of future share price analysis for the Company similar to that described above;

•

a preliminary selected transactions analysis for the Company similar to that described above; and

•

a preliminary premia paid analysis for the Company similar to that described above.

The December 4, 2025 materials presented to the Special Committee contained, among other information:

•

a preliminary historical stock trading analysis for the Company similar to that described above;

•

an illustrative summary of financial analyses performed for the Company;

•

a preliminary analysis at various prices for the Company; and

•

a preliminary illustrative sources and uses analysis.

The December 10, 2025 materials presented to the Special Committee contained, among other information:

•

a preliminary historical stock trading analysis for the Company similar to that described above;

•

a preliminary illustrative discounted cash flow analysis of the Company similar to that described above;

•

a preliminary illustrative present value of future share price analysis for the Company similar to that described above;

•

a preliminary selected transactions analysis for the Company similar to that described above; and

•

a preliminary premia paid analysis for the Company similar to that described above.

TABLE OF CONTENTS

The December 11, 2025 materials presented to the Special Committee contained, among other information:

•

a preliminary historical stock trading analysis for the Company similar to that described above;

•

a preliminary illustrative discounted cash flow analysis of the Company similar to that described above;

•

a preliminary illustrative present value of future share price analysis for the Company similar to that described above;

•

a preliminary selected transactions analysis for the Company similar to that described above;

•

a preliminary premia paid analysis for the Company similar to that described above; and

•

a preliminary analysis at various prices for the Company.

The December 15, 2025 materials presented to the Special Committee contained, among other information, a preliminary illustrative sources and uses analysis.

The December 16, 2025 materials presented to the Special Committee contained, among other information, an analysis of the Company’s largest institutional shareholders.

The preliminary financial analyses in these preliminary presentations were based on market, economic and other conditions as they existed as of the dates of the respective presentations as well as other information that was available at those times. Accordingly, the results of the financial analyses differed due to changes in those conditions. Finally, Goldman Sachs continued to refine various aspects of its financial analyses with respect to the Company until December 21, 2025.

Reasons of the Buyers for the Merger

Under the SEC rules governing “going-private” transactions, each of Jupiter Company Limited, a company incorporated in Jersey; Jupiter Merger Sub Limited, a company incorporated in Jersey; Jupiter Topco LLC, a Jersey limited liability company; Jupiter Acquisition Limited, a company incorporated in Jersey; Trian Fund Management, L.P., a Delaware limited partnership; Trian Fund Management GP, LLC, a Delaware limited liability company; Trian Partners AM Holdco II, Ltd., a Cayman Islands exempted company with limited liability; Nelson Peltz; and Peter W. May (collectively, the “Buyer Filing Parties”) is an affiliate of the Company for purposes of the merger, and, therefore, the Buyer Filing Parties are required to express their reasons for the merger to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act. The Buyer Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The views of the Buyer Filing Parties expressed in this section are not intended as, and do not constitute, a recommendation as to how the Company’s stockholders should vote their Shares relating to the merger.

The Buyer Filing Parties’ primary reason for the merger is to allow Parent to own all of the equity interests in the Company and to bear the rewards and risks of such ownership after the merger is completed without the Shares being publicly traded or the Company being subject to public company reporting requirements. The Buyer Filing Parties believe that structuring the transactions contemplated by the merger agreement, including the merger, in such manner is preferable to other transaction structures because it (i) will enable Parent to acquire all of the Shares at the same time, (ii) will allow the Company to cease to be a publicly traded and registered reporting company and (iii) represents an opportunity for the Company’s unaffiliated security holders to receive the merger consideration of $49.00 per share in cash, without interest in accordance with the terms and conditions of the merger agreement. In the course of considering the going-private transaction, the Buyer Filing Parties did not give significant consideration to any alternative transaction structures or other alternative means to accomplish the foregoing objectives because the Buyer Filing Parties believe the merger to be the most direct and effective way to accomplish these objectives.

Position of the Buyer Filing Parties as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of the Buyer Filings Parties is an affiliate of the Company for purposes of the merger, and, therefore, the Buyer Filing Parties are required to

TABLE OF CONTENTS

express their beliefs as to the fairness of the merger to the Company’s “unaffiliated security holders,” as such term is defined under Rule 13e-3 of the Exchange Act. The Buyer Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The views of the Buyer Filing Parties as to the fairness of the merger are not intended to be and should not be construed as a recommendation to any Company shareholder as to how that shareholder should vote on the proposal to approve and adopt the merger agreement. The Buyer Filing Parties have interests in the merger that are different from, and in addition to, those of the Company’s unaffiliated security holders, including as disclosed in the section entitled “Special Factors — Interests of Directors and Executive Officers in the Merger” beginning on page 73 of this proxy statement.

The Buyer Filing Parties did not participate in the deliberation of the Special Committee or the Board regarding, nor did they receive advice from the respective legal or other advisors of the Special Committee or the Board as to, the fairness of the merger. While the Trian Directors are affiliated with the Buyer Filing Parties, as discussed in the section entitled “Special Factors — Background of the Merger,” the Trian Directors were excluded from all Board deliberations relating to the approval of the merger agreement. The Buyer Filing Parties have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the merger to the unaffiliated stockholders.

Based on the knowledge of and the analysis by the Buyer Filing Parties of available information regarding the Company, as well as discussions with the Company’s management regarding the Company and its business and the factors considered by, and the analysis and resulting conclusions of, the Special Committee and the Board, the Buyer Filing Parties believe that the merger is fair to the Company’s unaffiliated security holders based upon the factors described below and substantially the same factors described under the section entitled “Special Factors — Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Transactions Contemplated by the Merger Agreement, Including the Merger” beginning on page 50 of this proxy statement. The Buyer Filing Parties agree with the analyses, determinations and conclusions described under the sections entitled “Special Factors — Reasons for Recommending the Approval and Adoption of the Merger Agreement and the Transactions Contemplated by the Merger Agreement, Including the Merger,” and the Buyer Filing Parties adopt the analyses and opinions of the Special Committee and the Board in reaching their respective determinations as to the fairness of the merger to the unaffiliated shareholders.

In particular, the Buyer Filing Parties considered the following substantive factors, which are not presented in any relative order of importance:

•

the current and historical market prices of the Company’s Shares, including the market performance of the Shares relative to those of other participants in Company’s industry and general market indices, and the fact that the per share merger consideration represents an approximate 18% premium to the closing price of $41.63 per share on October 24, 2025, the last trading day prior to the date of the Company’s filing of the initial Current Report on Form 8-K announcing the non-binding preliminary proposal (the “October 26 Proposal”), as well as a substantial premium to trading prices in early 2025 when capital markets conditions were less favorable due in part to geopolitical sensitivities;

•

the fact that the per share merger consideration will be paid to the unaffiliated security holders in all cash, thus allowing the unaffiliated security holders of the Company to immediately realize a certain and fair value for their Shares without the delays and risks of market volatility and global uncertainty;

•

the fact that shareholders are crystallizing value at a time when most U.S. equity indices are trading near record levels and at historically elevated valuation multiples;

•

the fact that, notwithstanding that the Buyer Filing Parties are not entitled to, and did not, rely on the opinion provided by Goldman Sachs to the Special Committee on December 21, 2025, Goldman Sachs rendered an opinion to the Special Committee to the effect that, as of the date thereof, and subject to, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, the $49.00 in cash per Share to be

TABLE OF CONTENTS

paid to the holders (other than Parent, the Trian Shareholder and their respective affiliates) of Shares pursuant to the merger agreement was fair, from a financial point of view, to such holders;

•

the Company’s ability, under certain circumstances and subject to and in accordance with the terms and conditions specified in the merger agreement, to provide information to, or participate in discussions or negotiations with, third parties regarding any alternative acquisition proposal;

•

the Company’s ability, subject to and in accordance with the terms and conditions specified in the merger agreement and the equity commitment letters, to specifically enforce Parent and Merger Sub’s obligations under the merger agreement and to cause the equity financing to be funded as contemplated by the merger agreement and the equity commitment letters;

•

the Company’s ability, subject to and in accordance with the terms and conditions specified in the merger agreement, to terminate the merger agreement to enter into a definitive agreement related to a superior proposal, subject to paying Parent the termination fee;

•

the fact that the guarantors are guaranteeing the full amount of Parent’s termination fee under the merger agreement;

•

the debt financing commitments provided to Parent by the lenders in connection with the merger and the obligations of Parent under the merger agreement with respect to such debt financing;

•

the preferred equity financing provided to Parent by the preferred equity investor in connection with the merger and the obligations of Parent under the merger agreement with respect to such preferred equity financing;

•

the fact that Parent and Merger Sub agreed to use reasonable best efforts to take all steps as may be necessary to obtain regulatory approvals to consummate the merger pursuant to the terms of the merger agreement;

•

the fact that the Company has sufficient operating flexibility to conduct its business in the ordinary course prior to the Closing;

•

the implied valuation multiple represented by the per share merger consideration, including that it reflects a premium multiple relative to the Company’s historical trading multiples and takes into account the Company’s improved operating performance;

•

the fact that the all-cash merger consideration eliminates continued exposure to risks associated with fluctuations in capital markets and geopolitical uncertainty to which the Company’s trading price is sensitive, thereby providing unaffiliated security holders with certainty of value;

•

the fact that, in certain circumstances, subject to and in accordance with the terms and conditions specified under the terms of the merger agreement, the Board is able to withdraw, modify or amend their recommendation that the Company’s shareholders vote in favor of the proposal to approve and adopt the merger agreement.

In addition, the Buyer Filing Parties considered the following procedural factors, which are not presented in any relative order of importance:

•

the fact that, in evaluating and negotiating the transaction with the Buyer Filing Parties, the Special Committee represented the interests of the Company and the unaffiliated security holders of the Company;

•

the fact that the Special Committee had the full power and authority to consider, evaluate and negotiate other alternative strategic transactions outside of the ordinary course of business involving Janus Henderson (including the merger), including to reject any proposals made by the Buyer Filing Persons or any other person, and the recognition by the Special Committee that it had no obligation to recommend to the Board that it approve the merger agreement, and the recognition by the Board that it had no obligation to approve the merger agreement;

•

the fact that the Special Committee unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of, the Company;

TABLE OF CONTENTS

•

the fact that the Board (other than those directors recusing themselves in accordance with applicable law), after considering the unanimous recommendation of the Special Committee, resolved that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of the Company, and approved and declared the merger agreement and the transactions contemplated thereby advisable;

•

the fact that the Special Committee and the Board were fully informed about the extent to which the interests of the Buyer Filing Parties in the merger differed from those of the unaffiliated security holders of the Company;

•

the fact that the Special Committee retained, and had the benefit of advice from, nationally recognized independent legal and financial advisors;

•

the fact that as of the date of this proxy statement, no member of senior management of the Company has a substantial financial interest in the merger that is different from, or in addition to, the interests of the unaffiliated security holders of the Company generally, except (1) as described in the section of this proxy statement captioned “Special Factors — Interests of Directors and Executive Officers in the Merger” and (2) that prior to the Effective Time, Parent or Merger Sub (or their respective affiliates) may have discussions with certain of Company’s employees (including certain of its executive officers) regarding employment or other retention terms and may enter into definitive agreements regarding employment, retention, or the right to purchase or participate in the equity of the Surviving Corporation or one or more of its affiliates in connection with the merger (as further described in the section of this proxy statement captioned “Special Factors — Interests of Directors and Executive Officers in the Merger”); and

•

that the Special Committee held twelve (12) formal meetings (as well as a number of informal meetings) to discuss and evaluate Parent’s proposal and the transactions contemplated by the merger agreement and that each member of the Special Committee was actively engaged in the process.

The Buyer Filing Parties also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed merger, including:

•

the fact that the unaffiliated security holders of the Company will not participate in any future earnings, appreciation in value or growth of the Company’s business and will not benefit from any potential sale of the Company or its assets to a third party in the future;

•

the risk that the merger might not be completed in a timely manner or at all;

•

the fact that Parent and Merger Sub are newly formed entities with essentially no assets other than the funding commitments of the Equity Investors, the preferred equity investor and lenders;

•

the restrictions on the conduct of the Company’s business prior to the completion of the merger set forth in the merger agreement, which may delay or prevent the Company from undertaking business opportunities that may arise and certain other actions it might otherwise take with respect to the operations of the Company pending completion of the merger;

•

the negative effect that the pendency of the merger, or a failure to complete the merger, could potentially have on the Company’s business and relationships with its clients, employees, vendors and customers, which risk is mitigated by the fact that funds affiliated with Trian have held a significant investment in the Company since 2020;

•

subject to the terms and conditions of the merger agreement, from the date of execution of the merger agreement until the earlier to occur of the effective date or the termination of the merger agreement in accordance with its terms, the Company and its subsidiaries are restricted from soliciting, initiating or knowingly encouraging the submission of acquisition proposals from third parties or the making of any inquiry, proposal or offer that would reasonably be expected to lead to a an acquisition proposal;

•

the possibility that the amounts that may be payable by the Company upon the termination of the merger agreement, including payment to Parent of a termination fee of either $297,130,000 or $222,850,000 (with the lesser amount payable if the Expense Reimbursement is paid or becomes

TABLE OF CONTENTS

payable) in cash, and the processes required to terminate the merger agreement, including the opportunity for Parent to negotiate to make adjustments to the merger agreement, could discourage other potential acquirors from making a competing bid to acquire the Company; and

•

the fact that the receipt of cash by a U.S. Holder in exchange for Shares pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes.

The foregoing discussion of the information and factors considered and given weight by the Buyer Filing Parties in connection with the fairness of the merger agreement and transactions contemplated thereby, including the merger, is not intended to be exhaustive but is believed to include all material factors considered by the Buyer Filing Parties. The Buyer Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their respective positions as to the fairness of the merger agreement and transactions contemplated thereby, including the merger. Rather, the Buyer Filing Parties made the fairness determinations after considering all of the foregoing as a whole.

The Buyer Filing Parties believe these factors provide a reasonable basis upon which to form the belief that the merger is fair to the Company’s unaffiliated security holders. This belief should not, however, be construed as a recommendation to any shareholder to approve the merger agreement. The Buyer Filing Parties attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the other shareholders of the Company, and, accordingly, did not negotiate the merger agreement with a goal of obtaining terms that were fair to such shareholders. The Buyer Filing Parties do not make any recommendation as to how the Company’s unaffiliated security holders should vote their Shares relating to the merger.

Plans for the Company After the Merger

Following completion of the merger, Merger Sub will have been merged with and into the Company, with the Company having survived the Merger as a wholly owned subsidiary of Parent. The Shares are currently listed on NYSE and registered under the Exchange Act. Following completion of the merger, there will be no further public market for the Shares and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Shares will be delisted from the NYSE and deregistered under the Exchange Act.

Given Trian’s long-standing ownership stake in the Company, it is currently anticipated that, immediately following completion of the merger, the Company’s operations will initially be conducted substantially as they are currently being conducted (except that the Company will cease to be a publicly traded company and will instead be a wholly owned subsidiary of Parent). Over time, Trian and General Catalyst believe that the Company has an opportunity to enhance clients’ experience and further its strategy (Protect & Grow, Amplify and Diversify) by significantly increasing long-term investment in the Company’s product offerings, client service capabilities, technology and talent. In connection with these investment efforts, Trian and General Catalyst (i) may encourage Company management to explore M&A opportunities that can help further the Company’s objectives and (ii) intends to support Company management in the development of a post-Closing business plan that prioritizes and promotes the incorporation of AI across the Company’s business operations, products offering and services to better serve clients and further growth. Following completion of the merger, Trian and General Catalyst will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what specific investment opportunities and other changes, if any, would be desirable following the merger to enhance the Company’s business and operations.

Interests of Directors and Executive Officers in the Merger

In considering the recommendations of the Special Committee and the Board with respect to the merger, you should be aware that, aside from their interests as holders of Shares, some of our directors and executive officers have interests in the merger that are different from, or in addition to, your interests as a shareholder. You should keep this in mind when considering the recommendation of the Special Committee and the Board for the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger. You should also review the subsection below entitled

TABLE OF CONTENTS

“— Material Interests under Article 127(F)(a)(v) of the Companies Law” beginning on page 79. The Special Committee and the Board were aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are described and quantified in detail in the narrative and tables below.

In addition to the matters described below, the Trian Directors recused themselves from deliberations regarding the merger due to their affiliation with Trian. For the purposes of this summary, the Company’s named executive officers are as follows:

Name			Position
Ali Dibadj			Chief Executive Officer
Roger Thompson			Chief Financial Officer
William Cassidy			Chief Technology Officer
Michelle Rosenberg			Chief Administrative Officer and General Counsel
James Lowry			Former Global Chief Operating Officer

James Lowry, the former Global Chief Operating Officer, was a “named executive officer” for purposes of the Annual Proxy Statement for the fiscal year ended December 31, 2024, filed by the Company on March 21, 2025. James Lowry served as an executive officer until May 31, 2025.

In addition, the two Company executive officers who are covered by this summary who are not named executive officers are:

Name			Position
Georgina Fogo			Chief Risk Officer
Megan Podzorov			Chief People Officer

The Company’s current non-employee directors are Brian Baldwin, John Cassaday, Kalpana Desai, Kevin Dolan, Eugene Flood, Josh Frank, Alison Quirk, Leslie Seidman, Angela Seymour-Jackson and Anne Sheehan. Messrs. Baldwin and Frank are each designees of Trian and thus each an affiliate of Trian, although Messrs. Baldwin and Frank are not eligible for additional compensation from the Company or from Trian as a result of such relationship beyond their regular compensation for serving as members of the Board.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

•

The Effective Time is January 23, 2026, which is the assumed date of the closing of the merger solely for purposes of the disclosure in this section;

•

The Company RSUs and Company PSUs granted to Mr. Dibadj on May 12, 2025 will be treated in accordance with their terms. For purposes of the tables below, it has been assumed that the first anniversary from the grant date has elapsed and Mr. Dibadj experiences an involuntary termination of employment, resulting in such Company RSUs and Company PSUs fully vesting, with the level of performance for the Company PSUs deemed achieved at one hundred percent (100%) of target;

•

The earned cash portion of each executive’s variable compensation in respect of fiscal year 2025 performance has been paid;

•

Each executive officer experiences an involuntary termination of employment (i.e., a termination of employment without “cause,” as such term is defined in the relevant plans and agreements) immediately following the assumed Effective Time; and

•

No director or executive officer receives any additional equity grants or other awards on or prior to the Effective Time.

TABLE OF CONTENTS

As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment of Company Equity Awards

The merger agreement provides that the Company’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

Company RSU Awards. Each Vested Company RSU Award will terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) (a) the Merger Consideration, multiplied by (b) the number of Shares subject to such Vested Company RSU Award, plus (ii) the amount of any accrued but unpaid dividend equivalent rights. Each Unvested Company RSU Award will be converted into a Replacement RSU Award. Each Replacement RSU Award will earn interest at the prevailing money market rate of a specified Company money market fund, or the holder may elect to notionally invest fifty percent (50%) or one hundred percent (100%) of the cash in an underlying mutual fund or funds chosen from an approved list. Each Replacement RSU Award otherwise will have the same terms and conditions (including with respect to vesting and payment timing) as applied to the Unvested Company RSU Award for which it was exchanged.

Company PSU Awards. Each Vested Company PSU Award will terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) (a) the Merger Consideration, multiplied by (b) the number of Shares subject to such Vested Company PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied based on actual performance), plus (ii) the amount of any accrued but unpaid dividend equivalent rights. Each Unvested Company PSU Award will be converted into a Replacement PSU Award (with any applicable performance goals deemed satisfied at one hundred twenty percent (120%) of target). Each Replacement PSU Award will earn interest at the prevailing money market rate of a specified Company money market fund, or the holder may elect to notionally invest fifty percent (50%) or one hundred percent (100%) of the cash in an underlying mutual fund or funds chosen from an approved list. Each Replacement PSU Award otherwise will have the same terms and conditions (including with respect to service-based vesting and payment timing but excluding any performance-based vesting conditions) as applied to the Unvested Company PSU Award for which it was exchanged.

Value to Executive Officers in Respect of Company Equity Awards

Based on the assumptions described above under “— Certain Assumptions”, the table below sets forth the number of Company equity awards held by the executive officers and the value that the executive officers can expect to receive for such awards at the Effective Time based on the per-share merger consideration equal to $49.00. Depending on when the merger is completed, certain awards that are assumed to be unvested and included in the table below may vest or be forfeited pursuant to their terms, independent of the merger.

Name	Company RSU Awards					Company PSU Awards
Name	Number (#)		Value ($)			Number(1) (#)		Value ($)
Executive Officers
Ali Dibadj		354,032		$	17,347,568		838,557		$	41,089,293
Roger Thompson		43,203		$	2,116,947		85,684		$	4,198,506
William Cassidy		98,661		$	4,834,389		—			—
Michelle Rosenberg		36,097		$	1,768,753		68,142		$	3,338,958
James Lowry		41,161		$	2,016,889		54,494		$	2,670,186
Georgina Fogo		39,806		$	1,950,494		14,128		$	692,272
Megan Podzorov		2,535		$	124,215		—			—

TABLE OF CONTENTS

(1)

Other than for the Company PSUs granted to Mr. Dibadj on May 12, 2025, the number of Company PSU Awards included in this column is based on an assumed projected actual level of performance for Vested Company PSU Awards of one hundred forty percent (140%) of target and assumed level of performance goals for Unvested Company PSU Awards of one hundred twenty percent (120%) of target. The number of Company PSUs granted to Mr. Dibadj on May 12, 2025 is based on an assumed level of performance at one hundred percent (100%) of target.

Value to Directors in Respect of Company Equity Awards

Each current non-employee director of the Company, other than the Chair of the Board, holds 4,238 unvested Company RSU Awards as of January 23, 2026 which are scheduled to vest on May 2, 2026. Based on the per-share merger consideration equal to $49.00, the value of these awards for each director, other than the Chair of the Board, is $207,662. The Chair of the Board has deferred 17,605 Company RSU Awards as of January 23, 2026 that will be distributed in connection with the Merger and, based on the per-share merger consideration equal to $49.00, the value of these deferred awards is $862,645. The Company may grant its annual equity awards with a grant date fair value of $170,000 to the Company’s non-employee directors, and $305,000 to the Company’s Chair of the Board, in May of 2026. Any outstanding Company RSUs held by our non-employee directors will terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (a) (I) the Merger Consideration, multiplied by (II) the number of Shares subject to such Company RSU Award, plus (b) the amount of any accrued but unpaid dividend equivalent rights.

Potential Severance Payments Upon an Involuntary Termination Following the Effective Time

Upon an involuntary termination of employment without cause or his resignation for good reason following the Effective Time, Mr. Dibadj will be entitled to severance in accordance with his employment agreement. Payments would include the following:

•

A lump sum cash amount equal to three times annual total cash compensation (including base salary and target cash bonus);

•

Any unpaid portion of variable cash compensation relating to a previously completed fiscal year;

•

A cash payment equal to the target cash bonus for the year of termination, prorated through the date of termination;

•

Vesting of any unvested replacement awards; and

•

Continued medical, dental and vision coverage at the Surviving Company’s expense for a period up to eighteen (18) months following the date of termination.

Except with respect to Mr. Dibadj, upon an involuntary termination of employment without cause following the Effective Time, the Company’s other executive officers would be entitled to the severance benefits consistent with the severance benefits offered to all other employees. Payments would include the following:

•

A cash payment equal to a number of months of base salary (determined based on the individual’s length of service), and subject to a minimum of three (3) and a maximum of twelve (12) months;

•

A payment in lieu of notice, if applicable, as described in the service agreements with certain executive officers;

•

A pro rata portion of total variable cash compensation based on the previous year’s actual variable cash compensation (assuming termination after July 1);

•

Vesting of any unvested replacement awards and fund unit awards; and

•

A cash payment equal to the value of continued health benefits for the length of the severance period.

Based on the assumptions described above under “— Certain Assumptions”, the table below sets forth the estimated value of the severance payments and benefits that the executive officers of the Company would

TABLE OF CONTENTS

be eligible to receive upon an involuntary termination of employment without cause (or, solely in the case of Mr. Dibadj, a resignation with good reason) following the Effective Time. The estimated amounts below do not attempt to quantify any reductions in order to eliminate any applicable “golden parachute” excise taxes under the Internal Revenue Code of 1986, as amended (the “Code”).

	Severance Payments ($)			Payment in Lieu of Notice ($)			Equity(3) ($)			Medical, Dental and Vision Benefits ($)
Executive Officers
Ali Dibadj		$	17,872,000			—		$	58,436,861		$	40,790
Roger Thompson(1)		$	526,920		$	526,920		$	6,315,453			—
William Cassidy		$	500,000			—		$	4,834,389		$	26,113
Michelle Rosenberg		$	500,000			—		$	5,107,711		$	29,611
James Lowry(2)			—			—		$	4,687,075			—
Georgina Fogo		$	526,920		$	263,460		$	2,642,766			—
Megan Podzorov		$	500,000			—		$	226,729		$	27,485

(1)

Mr. Thompson is expected to retire from the Company on March 31, 2026. The amounts reflected in the table above may differ from the payments and benefits that Mr. Thompson will receive pursuant to the terms of his retirement agreement.

(2)

Mr. Lowry is no longer employed with the Company and not eligible to receive severance payments or benefits other than continued vesting of outstanding equity awards.

(3)

Reflects the value of matching awards granted in connection with purchases made under the ESPP or matching shares issued under the BAYE, replacement awards and fund unit awards that would vest on an accelerated basis or continue to vest in accordance with their regular vesting schedule.

Arrangements with the Surviving Company Following the Merger

Prior to the Effective Time, Parent may, in its discretion, initiate negotiations of agreements, arrangements and understandings with certain of the Company’s directors and executive officers regarding employment, compensation and benefits with, and the right to purchase (including by reinvesting all or a portion of their existing equity in the Company) or participate in the equity of, Parent or one or more of its affiliates, and may enter into definitive agreements with certain of the Company’s directors and executive officers regarding continued employment or services, in each case taking effect at the Effective Time. It is also expected that the Company and Trian and General Catalyst will work together to develop a new long-term incentive plan for the Company to be implemented following the closing. It is expected that (i) Ali Dibadj will continue as Chief Executive Officer of the Surviving Company following the consummation of the merger, (ii) Sukh Grewal will serve as Chief Financial Officer of the Surviving Company following the consummation of the merger, and (iii) each of Mr. Dibadj, Mr. Grewal and Michelle Rosenberg will serve as directors of the Surviving Company following the merger.

Special Committee Fees

Each member of the Special Committee (consisting of John Cassaday, Kevin Dolan and Anne Sheehan) is entitled to receive compensation from the Company in connection with his or her service on the Special Committee of $20,000 per month (or partial month), with Mr. Cassaday, the chair of the Special Committee, entitled to receive an additional $5,000 per month (or partial month), subject to aggregate caps of $200,000 per member and $250,000 for the chair, respectively. Such compensation is in addition to such members’ regular compensation as members of the Board and is not contingent upon the consummation of the merger or the outcome of the Special Committee’s work.

Merger-Related Compensation for the Company’s Named Executive Officers

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named

TABLE OF CONTENTS

executive officer of the Company that is based on, or otherwise relates to, the contemplated merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to the named executive officers of the Company. The merger-related compensation payable to these individuals is the subject of an advisory (non-binding) vote of the Company’s shareholders, as described below in the section of this proxy statement titled “Proposal 3 — Non-Binding Compensation Advisory Proposal.”

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the merger. For purposes of calculating such amounts, the assumptions described above under “Special Factors — Interests of Directors and Executive Officers in the Merger — Certain Assumptions” were used.

Golden Parachute Compensation

Name	Cash ($)(3)			Equity ($)(4)			Benefits ($)(5)			Total ($)(6)
Ali Dibadj		$	17,872,000		$	58,436,861		$	40,790		$	76,304,651
Roger Thompson(1)		$	1,053,840		$	6,315,453			—		$	7,369,293
William Cassidy		$	500,000		$	4,834,389		$	26,113		$	5,360,502
Michelle Rosenberg		$	500,000		$	5,107,711		$	29,611		$	5,637,322
James Lowry(2)			—		$	4,687,075			—		$	4,687,075

(1)

(2)

Mr. Lowry is no longer employed with the Company and not eligible to receive severance payments or benefits other than continued vesting of outstanding equity awards.

(3)

The amounts in this column represent a cash severance payment equal to twelve (12) months of base salary for each Messrs. Thompson and Cassidy and Ms. Rosenberg and pay in lieu of notice for Mr. Thompson. In respect of Mr. Dibadj, the amount in this column represents a lump sum amount equal to three (3) times annual total cash compensation and the prorated target cash bonus. The amounts shown in this column are “double-trigger” and will not be payable unless the named executive officer’s employment is terminated by the employer without cause (or, solely in the case of Mr. Dibadj, a resignation with good reason) following the Effective Time.

(4)

The amounts in this column represent the value of and the accelerated vesting of Vested Company RSU Awards and replacement awards held by the named executive officers based on the per-share merger consideration equal to $49.00. The amounts shown in the table below in respect of replacement awards are “double trigger” and will not be payable following a change in control unless the named executive officer’s employment is terminated by the employer without cause (or, solely in the case of Mr. Dibadj, resignation with good reason), which is assumed for purposes of this column to occur immediately following the Effective Time. The amounts shown in the table below in respect of Vested Company RSU Awards are “single trigger” and, except for Mr. Thompson, represents the matching awards granted in connection with purchases made under the ESPP. Solely in respect of Mr. Thompson, such amount represents the matching shares issued under the BAYE. For further details regarding the treatment of the Company’s equity-based awards in connection with the merger, see the section entitled “Special Factors — Interests of Directors and Executive Officers in the Merger — Treatment of Company Equity Awards.”

TABLE OF CONTENTS

Name	Vested Company RSU Awards					Replacement RSU Awards					Replacement PSU Awards
Name	Number (#)		Value ($)			Number (#)		Value ($)			Number (#)		Value ($)
Executive Officers
Ali Dibadj		88		$	4,312		354,032		$	17,347,568		838,557		$	41,089,293
Roger Thompson		75		$	3,675		43,203		$	2,116,947		85,684		$	4,198,506
William Cassidy		88		$	4,312		98,661		$	4,834,389		—			—
Michelle Rosenberg		88		$	4,312		36,097		$	1,768,753		68,142		$	3,338,958
James Lowry		—			—		41,161		$	2,016,889		54,494		$	2,670,186

(5)

The amounts in this column represents the total cost to the Company of the continued medical, dental and vision benefits for eighteen (18) months for Mr. Dibadj and twelve (12) months for each of Mr. Cassidy and Ms. Rosenberg. The amounts shown in this column are “double-trigger” and will not be payable unless the named executive officer’s employment is terminated by the employer without cause (or, solely in the case of Mr. Dibadj, a resignation with good reason) following the Effective Time.

(6)

The total amounts do not reflect any reductions to “parachute payments” as defined by Code Section 280G to avoid any applicable excise tax thereunder. A definitive analysis of the need, if any, for such reductions will depend on the Effective Time, the date of termination (if any) of the named executive officer and certain other assumptions used in the applicable calculations.

Director and Officer Indemnification and Insurance

The merger agreement provides that, for a period of six years after the Effective Time, the surviving company will indemnify and hold harmless each present and former director and officer of the Company and its subsidiaries against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, or liabilities incurred in connection with any claim, action, suit, proceeding, or investigation arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, to the fullest extent permitted by applicable law and as provided in the Company’s organizational documents and all indemnification agreements entered into between the Company and its current or former directors and executive officers. In addition, the surviving company will maintain directors’ and officers’ liability insurance policies with respect to acts or omissions occurring prior to the Effective Time for a period of six years after the Effective Time, on terms no less favorable than those in effect as of the date of the merger agreement, subject to certain limitations on premium costs.

In addition, the merger agreement provides that all such indemnification agreements will survive the consummation of the merger and will remain in full force and effect following the Effective Time, and Parent will not amend, repeal or otherwise modify any such provisions in a manner adverse to the rights of the individuals entitled thereto with respect to acts or omissions occurring at or prior to the Effective Time.

Material Interests under Article 127F(2)(a)(v) of the Companies Law

Janus Henderson

Directors and officers of the Company may have interests (aside from their interests as holders of the Company’s Shares and equity interests satisfied by the Company’s Shares) in the merger that are different from, or in addition to, a person’s interests as a shareholder in the Company or Merger Sub. These include that: (1) Brian Baldwin and Josh Frank, each a director of the Company, are each designees of Trian and each is an affiliate of Trian, (2) each of the members of the Special Committee (John Cassaday, Kevin Dolan and Anne Sheehan) is entitled to receive fees in connection with his or her service on the Special Committee, (3) the Company’s directors and officers are entitled to continued indemnification and insurance coverage under the merger agreement and indemnification agreements between such individuals and the Company, (4) certain of the executive officers of the Company are expected to remain in service with the Company following the consummation of the merger, including Ali Dibadj, a director of the Company and the Chief Executive Officer of the Company (and Ali Dibadj, Sukh Grewal and Michelle Rosenberg are also expected to be the directors of the Company following the consummation of the Merger), (5) certain equity awards held by the executive officers of the Company that are fully vested as of the consummation of the merger

TABLE OF CONTENTS

will be cancelled upon the consummation of the merger and converted into the right to receive a cash payment based on merger consideration, (6) certain unvested equity awards held by directors of the Company will be fully vested as of immediately prior to the consummation of the merger and cancelled and converted into the right to receive a cash payment based on the merger consideration, (7) certain unvested equity awards held by executive officers of the Company will be replaced with cash and/or cash-based awards (or, in lieu of cash or cash-based awards, with profits interests grants in Parent or an affiliate (or other awards)), which replacement awards will remain outstanding following the consummation of the merger and may vest upon a qualifying termination of employment following the consummation of the merger, (8) executive officers of the Company may receive severance payments and benefits under the applicable employment agreement or the Company’s severance practices upon a qualifying termination of employment following the consummation of the merger and (9) certain executive officers of the Company may receive retention awards in connection with the merger. The Special Committee and the Board were aware of and considered these interests. Further, it is noted that, pursuant to Article 75 of the Companies Law and the articles of association of the Company, any director of the Company who has, directly or indirectly, an interest in a transaction entered into or proposed to be entered into by the Company or by a subsidiary of the Company which to a material extent conflicts or may conflict with the interests of the Company and of which the director is aware, is required to disclose to the Company the nature and extent of the director’s interest and, in furtherance of that requirement, Brian Baldwin and Josh Frank disclosed their previously noted relationship with Trian and Ali Dibadj disclosed that he was expecting to continue as Chief Executive Officer of the Company following the consummation of the merger.

Merger Sub

Thomas Willamson and Michelle Carter are employees of Ogier Global (Jersey) Limited, which together with its affiliated entities, provides corporate administration and secretarial services to Merger Sub and Parent. Thomas Willamson and Michelle Carter are also the directors of Parent and Jupiter Acquisition Limited, a private limited company incorporated under the laws of Jersey and the sole shareholder of Parent.

Intent of Janus Henderson’s Directors and Executive Officers to Vote in Favor of the Merger

Intent of Certain Shareholders to Vote in Favor of the Merger

Trian Partners AM Holdco II, Ltd., a Cayman Islands exempted limited company (the “Trian Shareholder”), who beneficially owned approximately 20.7% of the Shares as of the measurement date, entered into the Voting and Rollover Agreement, pursuant to which the Trian Shareholder agreed to vote all of its Shares in favor of the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, as well as the adjournment proposal, subject to the terms and conditions contained in the Voting and Rollover Agreement. These voting obligations are subject to certain exceptions, including a change in recommendation by the Board in accordance with the terms of the merger agreement. The Trian Shareholder has also agreed to roll over at least 24,750,000 Shares, subject to certain adjustments as described in the Voting and Rollover Agreement (such shares, as adjusted, “rollover shares”) through a series of contributions involving the two newly formed Jersey entities that will result in Parent directly holding the rollover shares if such transactions contemplated by the Voting and Rollover Agreement are effectuated. For more information, see the section of this proxy statement entitled “The Voting and Rollover Agreement” beginning on page 120 as well as the full text of the Voting and Rollover Agreement, attached as Annex B to this proxy statement, which is incorporated by reference in this proxy statement in their entirety.

TABLE OF CONTENTS

Certain Effects of the Merger

If the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, is approved by special resolution i.e. at least two-thirds (2/3) of the total number of votes cast at the special meeting are cast in favor of this resolution, and the other conditions to the closing of the merger are either satisfied or (to the extent permitted by applicable law) waived, Merger Sub will be merged with and into Janus Henderson upon the terms set forth in the merger agreement. As the Surviving Company in the merger, Janus Henderson will continue to exist following the merger as a wholly owned subsidiary of Parent.

Following the merger, all of Janus Henderson’s equity interests will be legally and beneficially owned by Parent, and none of Janus Henderson’s current shareholders will, by virtue of the merger, have any ownership interest in, or be a shareholder of, Janus Henderson, the Surviving Company or Parent after the completion of the merger. As a result, Janus Henderson’s current shareholders (other than those holding the rollover shares) will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Janus Henderson Shares. Following the merger, Parent will benefit from any increase in Janus Henderson’s enterprise value and also will bear the risk of any decrease in Janus Henderson’s enterprise value.

Upon completion of the merger, each Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be cancelled and automatically converted into the right to receive the merger consideration, without interest. See the section of entitled “The Agreement and Plan of Merger — Merger Consideration,” beginning on page 92.

For information regarding the effects of the merger on Janus Henderson’s outstanding equity awards, please see the section entitled “Special Factors — Interests of Directors and Executive Officers in the Merger,” beginning on page 73, and the section entitled “The Agreement and Plan of Merger — Treatment of Outstanding Equity Awards,” beginning on page 92.

Janus Henderson Shares are currently registered under the Exchange Act and trade on the NYSE under the symbol “JHG.” Following the completion of the merger, the Shares will no longer be traded on the NYSE or any other public market. In addition, the registration of Shares under the Exchange Act will be terminated, and Janus Henderson will no longer be required to file periodic and other reports with the SEC with respect to Janus Henderson Shares.

Benefits of the Merger to the Unaffiliated Security Holders

The primary benefit of the merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, will be their right to receive the per-share merger consideration for each Share held by such shareholder as described above. This amount constitutes a premium of approximately 17.7% to the unaffected closing price of the Shares of $41.63 per share on October 24, 2025, the last full trading day before media reports that Janus Henderson was exploring a potential transaction and a premium of approximately 6.5% over the closing price of the Shares on December 19, 2025, the last full trading day before the execution of the merger agreement and the public announcement of the merger. Additionally, such shareholders will avoid the risk after the merger of any possible decrease in Janus Henderson’s future earnings, growth or value.

Detriments of the Merger to the Unaffiliated Security Holders

The primary detriment of the merger to the “unaffiliated security holders,” as defined in Rule 13e-3 of the Exchange Act, is the lack of an interest of such shareholder in the potential future earnings, growth or value realized by Janus Henderson after the merger, including as a result of any sale of Janus Henderson or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Janus Henderson Shares pursuant to the merger will generally be a taxable sale transaction for U.S. federal income tax purposes to U.S. holders (as defined in the section entitled “Special Factors — U.S. Federal Income Tax Considerations for U.S. Holders,” beginning on page 84) who surrender their Shares in the merger to the extent that such shareholder have any gain on their Shares or loss on their Shares if such loss is subject to limitation, which will generally end tax deferral on any unrecognized gain or loss built into such Shares.

TABLE OF CONTENTS

Certain Effects of the Merger for the Buyer Filing Parties

If the merger is completed, all of the equity interests in Janus Henderson will be beneficially owned indirectly through Parent, by the other Buyer Filing Parties and their affiliates and certain other parties that will acquire equity interests substantially concurrently with or immediately prior to the merger (see the sections entitled “Parties to the Merger” and “Important Information Regarding the Buyer Filing Parties” for additional information) which other parties will not acquire direct or indirect interests in Parent until immediately prior to the merger. The benefits of the merger to the Buyer Filing Parties include the fact that, following the completion of the merger, Parent will directly own 100% of the outstanding equity interests of the Surviving Company and will therefore have a corresponding 100% interest in the Surviving Company’s net book value and net earnings. The table below sets forth the beneficial ownership of Shares and resulting interests in Janus Henderson’s net book value and net earnings of the Buyer Filing Parties prior to and immediately after the merger, based on Janus Henderson’s net book value at September 30, 2025 of $4,908.0 million and net income (loss) for the nine months ended September 30, 2025 of $412.7 million, as if the merger were completed on such date.

	Beneficial Ownership of Janus Henderson Prior to the Merger(1)								Beneficial Ownership of Janus Henderson After the Merger(2)
($ in millions)	% Ownership		Net Book Value at September 30, 2025(2)			Net Income (Loss) for the Nine Months Ended September 30, 2025(2)			% Ownership(2)		Net Book Value at September 30, 2025(2)			Net Income (Loss) for the Nine Months Ended September 30, 2025(2)
Parent		—		$	—		$	—		100%		$	1,403.4		$	405.9
Jupiter Acquisition Limited		—		$	—		$	—		100%		$	1,403.4		$	405.9
Jupiter Topco LLC		—		$	—		$	—		100%		$	1,903.4		$	405.9
Trian Filing Parties(3)		20.7%		$	1,015.1		$	85.36		71.2%		$	290.3		$	289.0

(1)

For purposes of calculating beneficial ownership, the total number of Shares outstanding is based on 154,075,608 Shares outstanding as of the measurement date.

(2)

For purposes of calculating the net book value on September 30, 2025 as if the merger closed on September 30, 2025, we have assumed the retirement of the 2034 Notes and the incurrence of $2.6 billion in new term loans and $1.3 billion of other bank financing. This assumes Parent draws upon the full commitment available under the debt commitment letter, which may or may not be necessary to complete the transaction. For purposes of calculating the beneficial ownership percentages and applicable allocation of net book value and net income, such calculations do not take into account any reinvestment of existing equity in the Company by certain of the Company’s directors and executive officers which may occur or any grants of incentive units pursuant to any management incentive plan that may be established after the Closing. Such calculations also do not take into account any conversion of any preferred equity to be issued by Topco to the preferred equity investor or certain other parties. In addition, the actual interests of the Buyer Filing Parties after the Closing will be calculated based upon, among other things, the amount of equity financing required at Closing and the number of rollover shares contributed to Parent, which are not known as of the date of this proxy statement.

(3)

“Trian Filing Parties” means Trian, the Trian Shareholder, Trian Fund Management GP, LLC, Nelson Peltz and Peter May.

In addition, the Buyer Filing Parties will benefit from the savings associated with Janus Henderson no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the merger to the Buyer Filing Parties include the lack of liquidity for the Shares following the merger and the risk that Janus Henderson will decrease in value following the merger.

Consequences If the Merger Is Not Completed

If the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, is not approved by at least two-thirds (2/3) of total number of votes

TABLE OF CONTENTS

cast at the special meeting in favor of this resolution, or if the merger is not completed for any other reason, you will not receive any consideration from Parent or Merger Sub for your Shares. Instead, Janus Henderson will remain a public company, and Janus Henderson Shares will continue to be listed and traded on the NYSE. We expect that our management will operate our business in a manner similar to that in which it is being operated today and that holders of Shares will continue to be subject to the same risks and opportunities as they currently are subject to with respect to their ownership of Shares. If the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of Shares, including the risk that the market price of Shares may decline to the extent that the current market price of Shares reflects a market assumption that the merger will be completed. If the proposal to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger, is not approved by at least two-thirds (2/3) of the total number of votes cast at the special meeting in favor of such resolution, or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely impacted.

Upon termination of the merger agreement under specified circumstances, Janus Henderson will be required to pay Parent a termination fee of either $297,130,000 or $222,850,000. The lesser amount of the termination fee will be payable if Expense Reimbursement is paid or becomes payable by Janus Henderson to Parent due to the failure of Janus Henderson to obtain the Required Company Vote. This Expense Reimbursement will become payable if either Parent or Janus Henderson terminates the merger agreement because of the failure to obtain the Required Company Vote, will cover any and all reasonable and documented out-of-pocket fees and expenses actually incurred by or on Parent’s behalf in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of the merger agreement and the transactions contemplated thereby, and will not exceed $111,420,000. The merger agreement also provides that Parent may be required to pay Janus Henderson a reverse termination fee of $222,850,000 if the merger agreement is terminated under specified circumstances (the “reverse termination fee”). For additional information, see the section entitled “The Agreement and Plan of Merger — Expenses; Termination Fees” beginning on page 117.

Right to Object

Pursuant to Article 127FB of the Companies Law, following the approval by the Company shareholders of the merger at the special meeting, any Company shareholder has the right to apply to the Royal Court of Jersey on the grounds that the merger would unfairly prejudice their interests. An application to the Royal Court of Jersey objecting to the merger may not be made (i) more than 21 days after the merger has been approved by the Company shareholders at the special meeting or (ii) by a Company shareholder if such shareholder voted in favor of the merger. The Companies Law does not preclude a member who fails to vote their Shares on the merger proposal from making such an application. In view of this, dissenters and abstainers may bring such an application to court.

U.K. Tax Considerations

The following statements do not constitute legal or tax advice and are intended only as a general guide to certain material U.K. tax consequences of the merger. The statements are based on current U.K. tax law

TABLE OF CONTENTS

and H.M. Revenue & Customs (“HMRC”) published practice as at the date of this document and such provisions may be repealed, revoked or modified, possibly with retrospective effect, so as to result in U.K. tax consequences different from those described below. These statements are not intended to be exhaustive and do not purport to be a complete analysis of all U.K. tax considerations relating to merger.

The statements below relate only to holders of Shares who are, and will, at the Effective Time, be, the absolute beneficial owners of Shares, including U.K. DI Holders, and who are resident in the U.K. for U.K. tax purposes (“U.K. Holders”), except insofar as express reference is made to the treatment of non-U.K. residents.

These statements may not apply to certain holders of Shares (including, for this purpose, where such Shares are held through U.K. DIs), such as (but not limited to) brokers or dealers in securities, insurance companies, collective investment schemes, tax exempt organisations, persons who receive dividends through an Individual Savings Account or Self Investment Personal Pension, persons who control or hold (either alone or together with one or more associated or connected persons) directly or indirectly, 10 per cent. or more of the shares and/or voting power of the Company, persons who hold the Shares as part of hedging transactions, persons who are subject to tax on a split year basis, persons who hold their Shares as trading stock and not as investment and persons who have (or are deemed to have) acquired their Shares or will (or will be deemed to) acquire their Shares by virtue of an office or employment. Such persons may be subject to special rules.

IF SHAREHOLDERS ARE IN ANY DOUBT AS TO THEIR TAX POSITION OR IF SHAREHOLDERS ARE OR MAY BE SUBJECT TO TAX IN A JURISDICTION OTHER THAN THE U.K. SUCH SHOULD CONSULT AN APPROPRIATE PROFESSIONAL ADVISER. EACH SHAREHOLDER CONSULT HIS, HER OR ITS OWN TAX ADVISOR FOR TAX ADVICE.

U.K. Taxation of Chargeable Gains

The cancellation of the Shares held by a U.K. Holder pursuant to the merger in return for cash should be treated as a disposal of the relevant U.K. Holder’s Shares for the purposes of U.K. capital gains tax or U.K. corporation tax on chargeable gains (as applicable) and therefore may, depending on the U.K. Holder’s particular circumstances (including the U.K. Holder’s base cost in his, her or its holding of the Shares and the availability of exemptions, reliefs or allowable losses), give rise to a liability to U.K. capital gains tax or U.K. corporation tax on chargeable gains or, alternatively, an allowable capital loss.

Non-U.K. residents will not generally be liable to U.K. taxation on chargeable gains in respect of the receipt of cash in exchange for Shares pursuant to the merger. However, there are certain exceptions, two of which are: any non-U.K. resident individual who becomes a U.K. resident after having left the U.K. for a period of five years or less and who was a U.K. resident for at least four of the seven tax years prior to his or her leaving the U.K., and any non-U.K. resident company that holds their Shares in connection with a trade or business which is conducted in the U.K. through a U.K. permanent establishment, may be liable for U.K. capital gains tax and U.K. corporation tax on chargeable gains, respectively, in respect of the disposal of their Shares for cash pursuant to the merger.

U.S. Federal Income Tax Considerations for U.S. Holders

The following is a general summary of certain U.S. federal income tax considerations related to the merger applicable to U.S. holders (as defined below) of Shares who receive cash for their Shares in the merger. This section applies only to holders that hold their Shares as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion is a summary only and does not discuss all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances or status including:

•

financial institutions or financial services entities;

•

broker-dealers;

•

taxpayers that are subject to the mark-to-market accounting rules;

•

tax-exempt entities;

TABLE OF CONTENTS

•

governments or agencies or instrumentalities thereof;

•

insurance companies;

•

regulated investment companies or real estate investment trusts;

•

expatriates or former long-term residents of the United States;

•

persons that actually or constructively own five percent or more of the Company’s voting shares or five percent or more of the total value of all classes of Company shares;

•

persons that acquired the Company’s securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

•

persons that hold Shares as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;

•

persons whose functional currency is not the U.S. dollar;

•

controlled foreign corporations;

•

accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code; or

•

passive foreign investment companies.

This discussion is based on current U.S. federal income tax law, which is subject to change, possibly on a retroactive basis, which may affect the U.S. federal income tax consequences described herein. This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. holders. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, the rules under Sections 1471 through 1474 of the Code (such Sections commonly referred to as FATCA), or state, local or non-U.S. tax laws. The Company has not sought, and will not seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any U.S. federal income tax consideration described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

This discussion does not consider the U.S. federal income tax treatment of partnerships or other pass-through entities or persons who hold Shares through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of Shares, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. If you are a partner of a partnership holding Shares, we urge you to consult your tax advisor.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH HOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE MERGER, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of Shares, including any U.K. DI Holder, that is, for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized (or treated as created or organized) under the laws of the United States, any state thereof or the District of Columbia;

•

a trust that (i) is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

•

an estate that is subject to U.S. federal income tax on its income regardless of its source.

TABLE OF CONTENTS

U.S. Holders

A U.S. holder’s receipt of cash in exchange for Shares pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and such U.S. holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the Shares cancelled in the Merger. Gain or loss will be determined separately for each block of Shares. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period for the Shares is more than one year at the Effective Time. Long-term capital gain recognized by a non-corporate U.S. holder is generally subject to U.S. federal income tax at a reduced rate. There are limitations on the deductibility of capital losses.

Accounting Treatment

The merger will be accounted for as a business combination in accordance with ASC 805 using the acquisition method.

Regulatory Approvals Required for the Merger

Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission, the merger cannot be completed until the Company and Parent each file a notification and report form with the Federal Trade Commission and the Antitrust Division of the Department of Justice and the applicable waiting period thereunder has expired or been terminated. On [•], 2026, each of Janus Henderson and Parent filed its required notification and report forms under the HSR Act with respect to the merger, commencing the initial thirty calendar-day waiting period. [The waiting period under the HSR Act expired at 11:59 p.m. EST on [•], 2026 and satisfies one of the conditions to closing of the merger].

Certain other regulatory approvals, including, but not limited to, approvals from the Jersey Financial Services Commission, the Financial Conduct Authority in the UK, the Commission de Surveillance du Secteur Financier Luxembourg, the Monetary Authority of Singapore, and the Securities and Futures Commission of Hong Kong are also required under the merger agreement as conditions to completion of the merger.

Financing

Debt, Preferred Equity and Equity Financing

The total amount of funds necessary to complete the merger will be funded through a mix of debt financing and equity financing. Parent is a party to and has accepted (i) a Debt Commitment Letter, dated as of December 21, 2025 and as supplemented by the Letter Agreement to Commitment Letter and Fee Letter, dated as of January 21, 2026, from the lender parties thereto (each, a “lender” and collectively, the “lenders”), pursuant to which the lenders have committed, subject to the terms and conditions thereof, to provide debt financing in the aggregate amount of $3,900,000,000 (the “debt commitment letter”); (ii) a Preferred Equity Commitment Letter, dated as of December 21, 2025, pursuant to which Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance company (the “preferred equity investor”) has agreed, subject to the terms and conditions thereof, to purchase preferred equity (the “preferred equity”) to be issued by Jupiter Topco LLC, a Jersey limited liability company and indirect parent of Parent, in an aggregate initial stated value of $1,000,000,000 (the “preferred equity commitment letter”); and (iii) an Equity Commitment Letter from each of (a) the Trian Equity Investors (as defined in the merger agreement); (b) Qatar Holding LLC; and (c) GC Jupiter Investor, LP (each, an “equity investor” and collectively, the “equity investors”), pursuant to which the Trian Equity Investors, Qatar Holding LLC and GC Jupiter Investor, LP have agreed, subject to the terms and conditions thereof, to invest in Parent in the

TABLE OF CONTENTS

aggregate amounts of $466,600,000, $795,000,000 and $1,000,000,000, respectively (collectively, the “equity commitment letters,” and together with the preferred equity commitment letter and the debt commitment letter, the “commitment letters”). Parent has delivered to Janus Hendeson all such fully executed commitment letters and any fee letters related thereto. The equity financing described above is in addition to the Shares the Trian Shareholder will contribute, through a series of transactions contemplated by the Voting and Rollover Agreement, to Parent in exchange for equity interests in an indirect parent company of Parent.

Parent and Merger Sub have represented in the merger agreement that the debt, preferred equity and equity financing described above, when funded in accordance with the commitment letters described above and giving effect to any “flex” provision contained in the debt commitment letter or the related fee letter, shall provide Parent with cash proceeds on the Closing Date sufficient for all of Parent’s obligations under the merger agreement and the commitment letters, including the payment of the aggregate merger consideration, and any fees and expenses and other amounts of or payable by Parent or Merger Sub or Parent’s other affiliates at the Closing, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or its subsidiaries contemplated by, or required in connection with the transactions described in the merger agreement or the commitment letters (such amounts, collectively, the “financing amounts”). In no event will the receipt or availability of any funds or financing by Parent or any of its affiliates be a condition to any of Parent’s or Merger Sub’s obligations under the merger agreement.

Except as expressly set forth in the commitment letters, there are no conditions precedent to the obligations of the lenders, the preferred equity investor and the equity investors to provide the financing or any contingencies that would permit the lenders, preferred equity investor or the equity investors to reduce the financing amount, other than those set forth in the commitment letters and the related fee letters.

The debt financing contemplated by the debt commitment letter consists of a senior secured term loan facility in an aggregate principal amount of up to $2,600.0 million, subject to adjustment as described therein, a senior secured 270-day cash flow term loan facility in an aggregate principal amount of up to $800.0 million and a senior secured cash flow-based revolving credit facility in an aggregate principal amount of up to $500.0 million (collectively, the “debt facilities”).

The obligation of the lenders to provide the debt financing under the debt commitment letter and the obligation of the preferred equity investor to provide the preferred equity financing under the preferred equity commitment letter are subject to a number of customary conditions, including, but not limited to (as applicable):

•

the merger shall have been or, substantially concurrently with the initial borrowing under the debt facilities or the initial purchase of the preferred equity, as applicable, shall be, consummated in all material respects in accordance with the terms of the merger agreement, without giving effect to any modifications, amendments, express waivers or express consents thereunder that are materially adverse to the lenders (in their capacities as such) without the consent of the lead arrangers holding at least a majority of the commitments under the debt facilities (such consent not to be unreasonably withheld, conditioned or delayed) or that are materially adverse to the preferred equity investor (in its capacity as such) without the consent of the preferred equity investor (such consent not to be unreasonably withheld, conditioned or delayed), as applicable;

•

the equity financing and the refinancing of the Company’s existing debt agreements, in each case as described in the debt commitment letter or the preferred equity commitment letter, as applicable, shall have been or, substantially concurrently with the initial borrowing under the debt facilities or the issuance of the preferred equity, as applicable, shall be, consummated;

•

since December 21, 2025, there has not been a Company Material Adverse Effect (as defined in the merger agreement) that would result in the failure of a condition precedent to Parent’s and Merger Sub’s obligations to consummate the merger under the merger agreement;

•

with respect to the debt financing, all fees related to the transactions contemplated by the debt commitment letter payable to the lead arrangers, the administrative agent or the lenders under the debt commitment letter and the fee letter shall have been paid to the extent due;

•

the lead arrangers and the preferred equity investor shall have received a solvency certificate;

TABLE OF CONTENTS

•

with respect to the preferred equity financing, (a) the Preferred Equity Documentation (as defined in the preferred equity commitment letter) shall have been executed and delivered by the issuer and the preferred equity investor in accordance with the terms of the preferred equity commitment letter and (b) the preferred equity investor shall have received applicable issuance notices, customary incumbency and closing certificates, organizational documents, customary evidence of authorization and, as applicable, good standing certificates in jurisdictions of formation or organization, in each case with respect to the issuer;

•

with respect to the preferred equity financing, the initial borrowing under the debt facilities shall have been made, or shall be made substantially concurrently with, the issuance of the preferred equity;

•

the lead arrangers and the preferred equity investor, as applicable, shall have received all documentation and other information reasonably requested under applicable “know your customer” and anti-money laundering rules and regulations at least three business days prior to the Closing Date, in each case in accordance with, and subject to the limitations and exceptions set forth in, the debt commitment letter and the preferred equity commitment letter;

•

with respect to the debt financing, subject in all respects to certain limitations and exceptions as described in the debt commitment letter, (a) the guarantees contemplated by and with respect to the applicable debt facilities shall have been executed by the guarantors or substantially simultaneously with the initial borrowing, shall be executed and (b) all documents and instruments required to perfect the applicable administrative agent’s security interest in the collateral contemplated by and with respect to the debt facilities shall have been executed and delivered by the borrower and the guarantors or substantially simultaneously with the initial borrowings under the debt facilities, shall be executed and delivered by the borrower and the guarantors;

•

the lead arrangers and the preferred equity investor, as applicable, shall have received (a) audited financial statements for the two most recently completed fiscal years ended at least ninety days prior to the Closing Date and (b) unaudited financial statements for any subsequent fiscal quarter and the portion of the fiscal year through the end of such quarter (other than, in each case, the fourth fiscal quarter of any fiscal year) ended at least forty-five days prior to the Closing Date; and

•

with respect to the debt financing, Parent shall have provided to the lead arrangers the financial information described in the bullet above not less than ten consecutive business days prior to the Closing Date (or such shorter period reasonably acceptable to the Super Majority Lead Arrangers (as defined in the debt commitment letter)).

Parent shall and shall cause each of its subsidiaries to take, or cause to be taken, all appropriate actions and do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the financing amounts on or prior to the date on which the merger is required to be consummated pursuant to the terms of the merger agreement (taking into account the anticipated timing of the Marketing Period (as defined in the merger agreement)). In furtherance and not in limitation of the foregoing, Parent shall take, or cause to be taken, all reasonable actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the financing on the terms and conditions not less favorable to Parent than those in the commitment letters and the fee letter (including any “market flex” provisions that are contained in the fee letter) as promptly as possible (taking into account the anticipated timing of the Marketing Period (as defined in the merger agreement)) but in any event prior to the date on which the merger is required to be consummated pursuant to the terms of the merger agreement including by:

•

maintaining in effect the commitment letters (subject to Parent’s right to replace, restate, supplement, modify, assign, substitute, waive or amend the commitment letters in accordance with the terms of the merger agreement);

•

negotiating and entering into definitive agreements with respect to the financing on terms and conditions not less favorable to Parent than those contained in the commitment letters (including, as necessary, the “flex” — provisions contained in any related fee letter) and without any Prohibited Modification (as defined in the merger agreement);

•

satisfying on a timely basis (taking into account the anticipated timing of the Marketing Period (as defined in the merger agreement)), or otherwise obtaining waiver of, all conditions in the commitment

TABLE OF CONTENTS

letters and the definitive agreements that are within Parent’s control and complying with its obligations thereunder; and

•

enforcing its rights under the commitment letters.

In the event that any portion of the financing becomes unavailable, regardless of the reason therefor, Parent shall (i) promptly notify the Company in writing and the reason therefor and (ii) use reasonable best efforts, and cause each of its subsidiaries to use their reasonable best efforts, to arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing for any such unavailable portion from the same or alternative sources (“alternative financing”) in an amount sufficient, when taken together with the available portion of the financing, to consummate the transactions contemplated by the merger agreement and to pay the financing amounts and that does not include any Prohibited Modifications (as defined in the merger agreement).

Rollover Equity

Pursuant to the Voting and Rollover Agreement, among other things, the Trian Shareholder will, through a series of transactions, contribute its rollover shares to Parent in exchange for equity interests in an indirect parent company of Parent. In general, those Shares held by Parent will be cancelled and extinguished without any conversion thereof or consideration paid therefor.

Treatment of 2034 Notes

In addition, the 2034 Notes (as defined in the section entitled “The Agreement and Plan of Merger — Termination of Indebtedness”) may be subject to the treatment described in the section entitled “The Agreement and Plan of Merger — Termination of Indebtedness.”

Limited Guarantee

In addition to the financing described above, each of the equity investors and the Trian Shareholder (each, a “guarantor” and collectively, the “guarantors”) have agreed to guarantee certain obligations of Parent and Merger Sub in connection with the merger agreement, subject to aggregate caps set forth in the applicable guarantee, dated December 21, 2025, delivered by such equity investor to the Company (each, a “limited guarantee” and collectively, the “limited guarantees”). Pursuant to the limited guarantees, the guarantors absolutely, unconditionally and irrevocably guarantee to the Company on the terms and conditions thereof to pay a portion of, (i) the reverse termination fee (as defined below); (ii) Company enforcement expenses (as defined in the merger agreement); and (iii) other reimbursement and indemnification obligations. The maximum aggregate liability of the guarantors under the limited guarantees will not exceed $223,849,999.99. For more information, please see the section entitled “The Agreement and Plan of Merger — Expenses; Termination Fees” beginning on page 117.

Delisting and Deregistration of Janus Henderson Shares

Following the completion of the merger, the Shares will no longer be traded on the NYSE or any other public market. In addition, the registration of Shares under the Exchange Act will be terminated, and Janus Henderson will no longer be required to file periodic and other reports with the SEC with respect to Janus Henderson Shares.

Litigation Relating to the Merger

As of the date of this Proxy Statement, there are no pending lawsuits challenging the merger.

TABLE OF CONTENTS

Fees and Expenses

The estimated fees and expenses incurred or expected to be incurred by the Company in connection with the merger are as follows:

Description	Amount
Financial advisory fees and expenses		$	[•]
Legal, accounting, fund solicitation and other fees and expenses		$	[•]
SEC filing fees		$	[•]
Printing, proxy solicitation and mailing costs		$	[•]
Total		$	[•]

It is also expected that Parent and/or Merger Sub will incur approximately $[•] of financial, legal and other advisory fees in connection with the transactions contemplated by the merger agreement, including the merger.

The estimate for legal fees set forth in this proxy statement does not include any amounts attributable to any existing or future litigation challenging the transactions contemplated by the merger agreement, including the merger.

Except as expressly set forth in the merger agreement, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such fees or expenses, whether or not the merger is consummated.

Jersey Companies Law Matters

As soon as reasonably practicable following satisfaction of the requirements of Article 127F(1) of the Companies Law, each of the Company and Merger Sub will provide notices to all of its creditors in accordance with Article 127FC(1) of the Companies Law (the “Creditors’ Notice”) and will cause, within the time limit set out in Article 127FC(6) of the Companies Law, the contents of the notice of the merger to be published at least once in a newspaper circulating in Jersey.

Pursuant to Article 127FE of the Companies Law, following publication of the Creditors’ Notice, any creditor who objects to the merger may, within twenty-one (21) days of the date of the Creditors’ Notice, give notice of the creditor’s objection to the Company or Merger Sub (as applicable) and may, within twenty-one (21) days of the date of the notice of such objection, if the creditor’s claim against the relevant company has not been discharged, apply to the Royal Court of Jersey for an order restraining the merger or modifying the merger Agreement. On an application to the Royal Court of Jersey in objection to the merger, the court may, if satisfied that the merger would unfairly prejudice the interests of the applicant or any other creditor of the Company and Merger Sub (as applicable), make such order as it thinks fit in relation to the merger, subject to certain rights of the Company and Merger Sub to terminate the merger.

TABLE OF CONTENTS

THE AGREEMENT AND PLAN OF MERGER

Explanatory Note Regarding the Merger Agreement

The summary of the material provisions of the merger agreement set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully in its entirety.

The merger agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the Company, Parent or Merger Sub or their respective subsidiaries, affiliates or businesses. Such information can be found elsewhere in this proxy statement or, in the case of the Company, in the public filings that the Company makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov. See the section entitled “Where You Can Find More Information,” beginning on page 140.

The representations, warranties and covenants made in the merger agreement by the Company, Parent and Merger Sub were made as of the date of the merger agreement or other specific dates, solely for purposes of the contract between the parties, and are qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the merger agreement, and those representations and warranties should not be relied upon by any other person. In particular, in your review of the representations, warranties and covenants contained in the merger agreement and described in this summary, it is important to bear in mind that the representations, warranties and covenants were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement. The representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases were qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as fact. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement.

Date of the Merger Agreement

The merger agreement was executed by the Company, Parent and Merger Sub on December 21, 2025.

The Merger

Upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the Companies Law, at the Effective Time, Merger Sub will merge with and into the Company, and the separate existence of Merger Sub will cease. The Company will continue as the Surviving Company and as a wholly owned subsidiary of Parent and will continue to be governed by the laws of Jersey.

Closing; Effective Time

Unless the merger agreement is terminated pursuant to the provisions set forth in the section entitled “— Termination of the Merger Agreement” below, the closing of the merger (the “Closing”) will take place on (i) the seventh business day following the satisfaction or waiver of each of the conditions set forth in the merger agreement (other than those conditions which by their nature cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by law, waiver of such conditions at the Closing); or (ii) such other date, time and place as Parent and the Company may mutually agree in writing; provided that, the Closing will not occur prior to the earlier of (i) a date during the Marketing Period (as defined in the merger agreement) specified by Parent on no fewer than seven business days’ notice to the Company (unless a shorter period is agreed to by the Company and Parent) and (ii) the seventh business day following

TABLE OF CONTENTS

the final day of the Marketing Period (subject, in each case, to the satisfaction or waiver of certain conditions set forth in the merger agreement) (such date, the “Closing Date”).

On the Closing Date, Parent, Merger Sub and the Company will cause the merger to be consummated by confirming to the Jersey Registrar that in accordance with Article 127FM(2)(b) of the Companies Law, notice of the merger is to be registered. The merger will become effective at the time on the Closing Date when the merger is so registered by the Jersey Registrar (the “Effective Time”).

Organizational Documents; Directors and Officers

At the Effective Time, the memorandum of association and the articles of association of the Company, as in effect immediately prior to the Effective Time, will be amended and restated as of the Effective Time to be in the form set forth on Exhibit A to the merger agreement, and as so amended will be the memorandum of association and the articles of association of the Surviving Company until thereafter changed or amended as provided therein or by applicable law.

From and after the Effective Time, the individuals set forth on Exhibit B to the merger agreement will be the directors of, and will manage the affairs of, the Surviving Company. The Company, Parent and Merger Sub will take all actions necessary so that the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Company and, in each case, will hold office from the Effective Time until his or her respective successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the memorandum of association and the articles of association of the Surviving Company or otherwise as provided by applicable law.

Merger Consideration

Janus Henderson Shares

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be converted into the right to receive $49.00, in cash, without interest (the “merger consideration”).

All Shares (other than Excluded Shares) will cease to be issued and outstanding and will be cancelled and cease to exist, and each holder of a valid certificate or certificates which immediately prior to the Effective Time represented any such Shares (a “Certificate”) or evidenced by way of book-entry in the register of shareholders of the Company immediately prior to the Effective Time, other than in each case those representing Excluded Shares, will thereafter cease to have any rights with respect to such Shares, except the right to receive the applicable merger consideration.

Merger Sub Shares

Each ordinary share in the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one (1) ordinary share with a par value of $1.50, of the Surviving Company.

Excluded Shares

At the Effective Time, each Excluded Share will cease to be outstanding, will be cancelled without payment of any consideration and therefore will cease to exist.

Treatment of Outstanding Equity Awards

The merger agreement provides that the Company’s equity awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment at the Effective Time:

Company RSU Awards

Each Vested Company RSU Award will terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) (a) the merger

TABLE OF CONTENTS

consideration, multiplied by (b) the number of Shares subject to such Vested Company RSU Award, plus (ii) the amount of any accrued but unpaid dividend equivalent rights. Each Unvested Company RSU Award will be converted into a Replacement RSU Award. Each Replacement RSU Award will earn interest at the prevailing money market rate of a specified Company money market fund, or the holder may elect to notionally invest fifty percent (50%) or one hundred percent (100%) of the cash in an underlying mutual fund or funds chosen from an approved list. Each Replacement RSU Award otherwise will have the same terms and conditions (including with respect to vesting and payment timing) as applied to the Unvested Company RSU Award for which it was exchanged.

Company PSU Awards

Each Vested Company PSU Award will terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive a lump sum cash payment equal to (i) (a) the merger consideration, multiplied by (b) the number of Shares subject to such Vested Company PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed satisfied based on actual performance), plus (ii) the amount of any accrued but unpaid dividend equivalent rights. Each Unvested Company PSU Award will be converted into a Replacement PSU Award (with any applicable performance goals deemed satisfied at one hundred twenty percent (120%) of target). Each Replacement PSU Award will earn interest at the prevailing money market rate of a specified Company money market fund, or the holder may elect to notionally invest fifty percent (50%) or one hundred percent (100%) of the cash in an underlying mutual fund or funds chosen from an approved list. Each Replacement PSU Award otherwise will have the same terms and conditions (including with respect to service-based vesting and payment timing but excluding any performance-based vesting conditions) as applied to the Unvested Company PSU Award for which it was exchanged.

Global Employee Stock Purchase Plan (ESPP)

Except as otherwise agreed between Parent and the Company, the Company will take all actions necessary under the ESPP to (i) cause the offering period under the ESPP to end no later than March 31, 2026 or, if earlier, four (4) business days prior to the date on which the Effective Time occurs; (ii) cause each ESPP participant’s accumulated contributions under the ESPP to be used to purchase Shares in accordance with the terms of the ESPP; and (iii) cause the ESPP to be terminated as of the Effective Time. Each Share that is outstanding immediately prior to the Effective Time will receive the merger consideration.

Sharesave Plan (UK SAYE)

Except as otherwise agreed between Parent and the Company, the Company will use commercially reasonable efforts to cause UK SAYE participants holding options under the UK SAYE to exercise their options during the twenty (20)-day period ending immediately prior to the Effective Time in respect of the maximum number of Shares possible under the terms of their options as of the closing date, and receive, in respect of each such Share, the merger consideration. At the closing, the balance of their options not exercised, if any, will immediately lapse. The UK SAYE participants will not be permitted to increase the percentage of their payroll deduction elections from those in effect as of March 31, 2026, and no additional persons will be permitted to commence participation in the UK SAYE from and after March 31, 2026. The Company will take all actions necessary to cause the UK SAYE to be terminated immediately following the exercise or lapse of all options.

Buy As You Earn Plan (UK BAYE)

Except as otherwise agreed between Parent and the Company, the UK BAYE participants will not be permitted to increase the percentage of their payroll deduction elections from those in effect as of March 31, 2026, no additional persons will be permitted to commence participation in the UK BAYE from and after March 31, 2026, and the Company will cease providing “matching” shares after March 31, 2026. The Company will issue a plan termination notice in respect of the UK BAYE on the Effective Time. Each Share that is outstanding immediately prior to the Effective Time will receive the merger consideration.

TABLE OF CONTENTS

Exchange of Certificates

Exchange Procedures

The conversion of Shares into the right to receive the merger consideration will occur automatically at the Effective Time. Concurrently with the Effective Time, Parent will deposit with Computershare Trust Company, N.A. or such other bank or trust company as determined by Parent (that is reasonably satisfactory to the Company) (the “exchange agent”), in trust for the benefit of the holders of Shares, an amount of immediately available funds equal to the aggregate merger consideration and Parent shall instruct the exchange agent to timely pay the merger consideration in accordance with the terms of the merger agreement. Any amounts payable in respect of the Company equity awards will not be deposited with the exchange agent but will instead be paid through the payroll of the Company and its affiliates.

As promptly as practicable after the Effective Time, Parent and the Surviving Company will cause the exchange agent to send a letter of transmittal to each person who is a record holder of a Certificate (other than Excluded Shares) along with instructions explaining how to surrender the Certificates to the exchange agent in exchange for the merger consideration.

As soon as reasonably practicable after the Effective Time, upon surrender of a Certificate (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate) to the exchange agent together with the duly executed letter of transmittal and any other documents as may reasonably be required by the exchange agent, each holder of Shares (other than Excluded Shares) represented by a Certificate, will be entitled to receive in exchange therefor, and Parent and the Surviving Company shall cause the exchange agent to pay and deliver in exchange therefor as promptly as practicable, the amount of cash (without interest) into which the aggregate number of Shares previously represented by such Certificate held by such record holder were converted in the merger. After completion of the merger, each Certificate that previously represented Shares that previously were registered to a holder on Janus Henderson’s stock transfer books will only represent the right to receive the merger consideration into which those Shares were converted.

No holder of uncertificated Shares will be required to deliver a Certificate or an executed letter of transmittal to the exchange agent to receive the amount of cash into which the aggregate number of Shares held by such holder will have been converted in the merger. In lieu thereof, each holder of record of uncertificated Shares whose Shares were converted into the right to receive the merger consideration will automatically upon the Effective Time be entitled to receive, and as promptly as practicable after the Effective Time, Parent will cause the exchange agent to pay and deliver, the amount of cash into which the aggregate number of Shares previously held by such holder will have been converted in the merger.

Any Certificate that has been surrendered will be cancelled by the exchange agent. In the event of a transfer of ownership of Shares that are not registered in the transfer records of the Company, a check in the proper amount of cash may be issued with respect to such Shares to such a transferee only if, in the case of uncertificated Shares, written instructions authorizing the transfer of uncertificated Shares are presented to the exchange agent and, in the case of Certificates, the Certificate representing such Shares are presented to the exchange agent, and in each case, together with all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

You should not send in your Share certificate(s) with your proxy card. A letter of transmittal with instructions for the surrender of certificates representing Shares will be mailed to shareholders shortly after the merger is completed.

No Further Ownership Rights in Shares

All cash paid upon conversion of Shares in accordance with the terms of the merger agreement will be deemed to have been issued or paid in full satisfaction of all rights pertaining to the Shares.

Lost Certificates

If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Company, the posting by such person of a bond in such reasonable amount as the Surviving Company may direct as

TABLE OF CONTENTS

indemnity against any claim that may be made against it with respect to such certificate or other documentation (including an indemnity in customary form) reasonably requested by Parent, the exchange agent will deliver in exchange for such lost, stolen or destroyed Certificate the applicable merger consideration with respect to the Shares formerly represented thereby.

Representations and Warranties

The Company, on the one hand, and Parent and Merger Sub, on the other hand, have made representations and warranties to each other in the merger agreement. The representations and warranties referenced below and included in the merger agreement were made only for purposes of the merger agreement and as of specific dates, were solely for the benefit of the parties to the merger agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures filed with or furnished to the SEC and confidential disclosures made by the parties to each other for the purpose of allocating contractual risk between the parties instead of establishing the matters as facts (including in the disclosure letter delivered by the Company in connection with the merger agreement (the “Disclosure Letter”)). The representations and warranties contained in the merger agreement should not be relied upon as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub, or any of their respective subsidiaries, affiliates or businesses. The representations and warranties of each of the parties to the merger agreement will expire at the Effective Time.

Representations and Warranties of the Company

The Company has made customary representations and warranties to Parent and Merger Sub in the merger agreement regarding aspects of the Company’s business and various other matters pertinent to the merger. The topics covered by its representations and warranties include, but are not limited to, the following:

•

the organization, good standing and qualification to do business of the Company and its subsidiaries;

•

the governmental and regulatory consents and approvals required to complete the merger, and the absence of conflicts with, or violations of, laws, organizational documents or certain contracts, agreements, leases or instruments to which the Company or any of its subsidiaries is a party, in each case as a result of the Company’s execution or delivery of the merger agreement or the performance by the Company of its covenants under, or the consummation by the Company of the transactions contemplated by, the merger agreement;

•

the absence of (i) violations of, or conflicts with, the organizational documents of the Company and its subsidiaries, (ii) violations of applicable law, (iii) certain liens being placed upon any of the assets, properties or rights of either of the Company or any of its subsidiaries, (iv) of any rights of cancellation, modification, amendment, acceleration, revocation or suspension of certain of the Company’s licenses and permits or (v) any violation, breach or default of any material contract (as defined in the merger agreement) of the Company or certain Company leases, in each case, resulting from the Company’s execution, delivery and, subject to the receipt of the Required Company Vote, performance of the merger agreement;

•

the required consents, waivers, authorizations or approvals of any governmental entity (and declarations or notices to or filings or registrations with any governmental entity) necessary or required in connection with the execution and delivery of the merger agreement by the Company or the performance by the Company or its subsidiaries of their obligations under the merger agreement;

•

the Company’s power and authority to execute, deliver, and, subject to the Company shareholder approval, to perform its obligations under the merger agreement and to consummate the merger, and the approval of the same by the Board;

•

the capital structure of, and the absence of restrictions with respect to the share capital of, the Company and its subsidiaries;

•

equity investments made by the Company and its subsidiaries;

•

the Company’s SEC filings since December 31, 2022 and the financial statements contained in those filings;

TABLE OF CONTENTS

•

the absence of a material adverse effect on the Company since December 31, 2024 and that the Company and its subsidiaries have conducted their businesses in the ordinary course from December 31, 2024 through the date of the merger agreement;

•

tax matters;

•

the absence of undisclosed liabilities;

•

real property of the Company and its subsidiaries;

•

the organization, good standing and qualification to do business of the Company’s public and private funds and their compliance with applicable laws;

•

the Company’s and its subsidiaries’ intellectual property and information technology;

•

the Company’s and its subsidiaries’ (including its Investment Advisor and Broker-Dealer subsidiaries) compliance with laws and possession of licenses, permits and registrations (including with respect to any applicable director, officer or employee of the Company or its subsidiaries);

•

the absence of pending or to the Company’s knowledge, threatened in writing litigation or outstanding orders and judgments;

•

the existence of and compliance with contracts that are described in the material contracts representations and warranties section in the merger agreement (each, a “material contract”);

•

employee benefits matters, including Company benefit plans;

•

insurance coverage;

•

the absence of related-party transactions;

•

labor matters;

•

cybersecurity and data privacy;

•

the absence of brokers or finders entitled to broker’s or finder’s fees in connection with the merger agreement and the transactions contemplated by the merger agreement other than Goldman Sachs;

•

the inapplicability of takeover laws;

•

the Company’s receipt of a fairness opinion from its financial advisor;

•

the nature of the affirmative vote by shareholders required to consummate the merger; and

•

the Company’s and its subsidiaries’ compliance with applicable anticorruption, anti-bribery and securities laws.

Some of the Company’s representations and warranties are qualified by the concept of a “material adverse effect.” Under the terms of the merger agreement, a material adverse effect on the Company means any event, change, circumstance, effect, development or state of facts that, individually or in the aggregate has, or would reasonably be likely to have, a material adverse effect on the business, assets, financial condition, properties, liabilities or results of operations of the Company and its subsidiaries, taken as a whole; provided, however, that “material adverse effect” on the Company will not include the effect of any event, change, circumstance, effect, development or state of facts to the extent it results from or arises out of:

•

general economic conditions or securities or financial markets conditions, in each case in the United States, in the United Kingdom or any foreign jurisdiction, or any escalation or worsening of any of the foregoing;

•

changes or conditions generally affecting the industries in which the Company and its subsidiaries operate;

•

any change in applicable law, regulation or GAAP (or authoritative interpretation of any of the foregoing);

•

the negotiation, execution, delivery, announcement, pendency or performance of the merger agreement or the consummation of the transactions contemplated by the merger agreement, including the

TABLE OF CONTENTS

impact on employees, clients or suppliers of the Company or any of its subsidiaries or on the assets under management of the Company and its subsidiaries (subject to certain agreed-upon exceptions);

•

political or geopolitical conditions, acts of war, acts of terrorism, armed hostilities, or any escalation or worsening of any such acts of war or armed hostilities threatened or underway as of the date of the merger agreement;

•

any act of god, including any hurricane, tornado, flood, earthquake or other natural disaster, or any pandemic or global public health emergency (as declared by the World Health Organization);

•

any failure, in and of itself, by the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings, or other financial or operating metrics for any period (it being understood that the facts or occurrences giving rise to or contributing to such failure may be taken into account in determining whether there has been or will be, a material adverse effect);

•

any change, in and of itself, in the market price or trading volume of the Company’s securities (it being understood that the facts or occurrences giving rise to or contributing to such change may be taken into account in determining whether there has been or will be, a material adverse effect);

•

any reduction in the assets under management of the Company or any of its subsidiaries (it being understood that the facts or occurrences giving rise to or contributing to such change may be taken into account in determining whether there has been or will be, a material adverse effect); or

•

any litigation arising from allegations of a breach of fiduciary duty, inadequate disclosure or other violation of applicable law relating to the merger agreement or any of the transactions contemplated by the merger agreement.

However, solely with respect to the exceptions described in the first (1st), second (2nd), fifth (5th) and sixth (6th) bullets above, any event, change, circumstance, effect, development or state of facts will be taken into account to the extent such event, change, circumstance, effect, development or state of fact has a materially disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other participants in similar industries in which the Company and its subsidiaries operate in respect of the business conducted in such industries (but in such event, only the incremental, materially disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, will be taken into account).

Representations and Warranties of Parent and Merger Sub

Parent and Merger Sub made customary representations and warranties to the Company in the merger agreement, including, but not limited to, representations and warranties relating to the following:

•

the organization, good standing and qualification to do business of Parent and Merger Sub;

•

the governmental and regulatory approvals required to complete the merger, and the absence of conflicts with, or violations of, laws, organizational or constitutional documents or certain contracts, agreements, leases or instruments to which Parent or Merger Sub is a party, in each case as a result of Parent’s and Merger Sub’s execution or delivery of the merger agreement or the performance by Parent and Merger Sub of their respective covenants under, or the consummation by Parent and Merger Sub of the transactions contemplated by the merger agreement;

•

the absence of (i) violations of, or conflicts with, the organizational documents of Parent or Merger Sub, (ii) violations of applicable law, (iii) certain liens being placed upon any of the assets, properties or rights of either of Parent or Merger Sub, (iv) of any rights of cancellation, modification, amendment, acceleration, revocation or suspension of certain of the Company’s licenses and permits or (v) any violation, breach or default of any contract of Parent or Merger Sub, in each case, resulting from the Company’s execution, delivery and, subject to the receipt of the Required Company Vote, performance of the merger agreement;

•

the required consents, waivers, authorizations or approvals of any governmental entity (and declarations or notices to or filings or registrations with any governmental entity) necessary or required in connection with the execution and delivery of the merger agreement by Parent or Merger Sub or the performance by Parent or Merger Sub of their obligations under the merger agreement;

TABLE OF CONTENTS

•

each of Parent’s and Merger Sub’s authority to execute, deliver and to perform their respective obligations under the merger agreement and to consummate the transactions contemplated by the merger agreement;

•

the authorized capital stock of Merger Sub, and Parent’s ownership of Merger Sub’s capital stock and the Company’s Shares (as disclosed in Trian’s Schedule 13D filed with the SEC) prior to and on the Closing Date;

•

the absence of pending, or to Parent’s knowledge, threatened in writing litigation and outstanding judgments that would prevent or materially delay or materially impair the ability to satisfy their obligations under the merger agreement, including satisfying the conditions of the merger and consummating the merger;

•

the Company will not be liable for any broker’s fees, finder’s fees or other commission in connection with the transactions contemplated by the merger agreement based upon arrangements made by or on behalf of Parent or Merger Sub;

•

regarding the limited guarantees in favor of the Company delivered by Parent, guaranteeing certain payment obligations of Parent and Merger Sub in connection with the merger;

•

regarding the debt commitment letter, the preferred equity commitment letter and the equity commitment letters (along with any related fee letters), in each case, entered into by Parent and delivered to the Company in connection with the financing of the merger consideration;

•

the solvency of Parent and its subsidiaries, taken as a whole, immediately following the consummation of the transactions contemplated by the merger agreement;

•

the approvals given by the board of directors of Parent and Merger Sub;

•

the absence of contracts or agreements between Parent and certain Company constituencies with respect to the Company or the transactions contemplated by the merger agreement, including the merger, except as disclosed in the Trian Schedule 13D filed with the SEC prior to the date of the merger agreement; and

•

the absence of any ineligible or disqualified persons affiliated with Parent or its subsidiaries under U.S. securities laws or the Investment Company Act of 1940.

Covenants Regarding Conduct of Business by the Company and Its Subsidiaries Prior to the Merger

Under the merger agreement, the Company has agreed that, during the period from the date of the merger agreement to the earlier of the termination of the merger agreement in accordance with its terms and the Effective Time (except as otherwise specifically contemplated by the terms of the merger agreement, as necessary to comply with applicable law or as described in the Disclosure Letter), unless Parent otherwise consents in writing (which consent must not be unreasonably delayed, withheld or conditioned): (i) the businesses of the Company and its subsidiaries will be conducted, in all material respects, in the ordinary course of business; and (ii) the Company will use its commercially reasonable efforts to, and will cause its subsidiaries to use their commercially reasonable efforts to, conduct their businesses in all material respects in compliance with applicable law and continue to maintain and preserve in all material respects, their respective assets, properties, rights and operations and the business organization and current business relationships of the Company and its subsidiaries; provided, however, that no action with respect to matters specifically addressed by any provision of the following sentence will be deemed a breach of the covenants contained in this sentence, unless such action would constitute a breach of such specific provision in the following sentence. Neither the Company nor any of its subsidiaries will (except as specifically contemplated by the terms of the merger agreement, as necessary to comply with applicable law or as described in the Disclosure Letter), between the date of the merger agreement and the earlier of the termination of the merger agreement and the Effective Time, do any of the following without the prior written consent of Parent (which will not be unreasonably delayed, withheld or conditioned other than with respect to bullets two (2), three (3), four (4), five (5) or thirteen (13) below, solely if they would be implicated with respect to the acquisitions of any businesses):

•

make any change in any of its organizational documents (other than ministerial changes);

TABLE OF CONTENTS

•

other than pursuant to the terms of Company RSU Awards or Company PSU Awards, in each case outstanding on the date of the merger agreement or as may be granted thereafter or pursuant to elections under the ESPP, UK SAYE or UK BAYE, in each case in effect on the date of the merger agreement, issue any additional shares of capital stock, membership interests or partnership interests or other equity securities or grant any option, warrant or right to acquire any capital stock, membership interests or partnership interests or other equity securities or issue any security convertible into or exchangeable for such securities or alter in any way any of its outstanding securities or make any change in outstanding shares of capital stock, membership interests or partnership interests or other ownership interests or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;

•

(i) make any sale, assignment, transfer, abandonment, sublease, failure to renew (where terms that are materially consistent with (or more favorable than) those as of the date of the merger agreement are available), license or other conveyance of any material asset or Company property (other than sales of products or services, nonexclusive licenses of Company owned intellectual property granted, or failures to renew intellectual property registrations that do not have material value, in each case, in the ordinary course of business) or (ii) subject any of its assets, properties or rights to any lien (other than certain permitted liens), in each case of this clause (ii), that has a fair market value in excess of $5,000,000 individually or $20,000,000 in the aggregate, except, in each case, (A) pursuant to contracts or commitments in effect on the date of the merger agreement (or entered into after the date of the merger agreement without violating its terms), (B) any of the foregoing with respect to obsolete or worthless equipment in the ordinary course of business, (C) in relation to mortgages, liens and pledges to secure indebtedness for borrowed money permitted to be incurred pursuant to the eighth (8th) bullet below and guarantees thereof or (D) for any transactions among the Company and any of its subsidiaries in the ordinary course of business;

•

(i) redeem, purchase or otherwise acquire, directly or indirectly, any shares of the capital stock of the Company, other than in connection with (A) the exercise of SAYE Options and acquisition of shares under the UK BAYE; (B) required Tax withholding in connection with the exercise of SAYE Options, acquisition of shares under the UK BAYE or the vesting or settlement of Company RSU Awards or Company PSU Awards; and (C) forfeitures of Company RSU Awards or Company PSU Awards, pursuant to their terms as in effect on the date of the merger agreement; (ii) declare, set aside or pay any dividends or other distribution in respect of shares of the capital stock of the Company (other than declaring, setting aside or paying dividends payable by any direct or indirect subsidiary of the Company to the Company or any of its subsidiaries); or (iii) other than as required by the terms thereof, repurchase any of the Company’s indebtedness;

•

enter into any contract that would require capital expenditures in excess of $10,000,000 individually or $20,000,000 in the aggregate, or acquire, lease or sublease any material assets or material properties (including any material real property) other than, in each case, in the ordinary course of business;

•

except as required by applicable law or pursuant to the terms of any Company benefit plan in effect as of the date of the merger agreement, or as modified to the extent permitted under the merger agreement, (i) increase the compensation, consulting fees, bonus, employee benefits, severance, or termination pay of any Company employee with an annual base salary of $500,000 or above; (ii) become a party to, enter into, establish, adopt, materially amend, commence participation in, or terminate any Company benefit plan or any arrangement that would have been a Company benefit plan had it been entered into prior to the date of the merger agreement (other than individual offer letters with (A) no severance, retention or change in control payments and (B) no other benefits that materially deviate from form agreements that have been made available to Parent); (iii) grant any new awards, or amend or modify the terms of any outstanding awards under any Company benefit plan; (iv) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any Company benefit plan; (v) forgive or issue any loans to any employee, director, or independent contractor of the Company or any of its subsidiaries, other than routine travel advances issued in the ordinary course of business; (vi) hire any employee or engage any individual independent contractor of the Company with an

TABLE OF CONTENTS

annual base salary or wage rate or consulting fees in excess of $500,000, or promote any current Company employee into such a role; (vii) terminate the employment of any Company employee (other than for “cause”) with an annual base salary or wage rate or consulting fees in excess of $500,000; or (viii) become a party to, establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, labor organization, works council or similar organization;

•

except in the ordinary course of business, enter into any agreement or obligation that purports to restrict the ability of the Company or any of its subsidiaries to compete in any business or with any person in any geographical area or provide any type of service, in each case in a manner that is material to the Company or any of its subsidiaries, taken as a whole;

•

incur any indebtedness or lend money to any person (other than to the Company or to any of its wholly owned subsidiaries of the Company), except for (i) indebtedness not to exceed $20,000,000 in the aggregate; (ii) indebtedness in replacement of existing indebtedness, provided that the replacement indebtedness does not increase the aggregate amount of indebtedness permitted to be outstanding under the replaced indebtedness; (iii) guarantees by the Company of indebtedness of any subsidiary of the Company and guarantees by any subsidiary of the Company of indebtedness of the Company or any other subsidiary of the Company, in each case, in the ordinary course of business; (iv) intercompany indebtedness among one (1) or more of the Company and any wholly owned subsidiaries of the Company (or among any wholly owned subsidiaries of the Company); or (v) making borrowings under the Company’s revolving credit facility (as existing on the date of the merger agreement) in an amount not to exceed $75,000,000;

•

make any material change in any method of financial accounting or financial accounting policies or procedures in effect on the date of the merger agreement, except for any such change required by GAAP;

•

cause any public fund that holds itself out as qualifying as a “regulated investment company” under Section 851 of the Code, to fail to so qualify, and, except as required by law or in the ordinary course of business, (i) initiate any material modification to the prospectus and other offering, advertising and marketing materials, as amended or supplemented, of any public fund to effect any material change to the investment objectives or investment policies of such public fund; (ii) effect any merger, consolidation or other reorganization of any public fund; or (iii) launch any new public fund or other fund;

•

except in the ordinary course of business (i) make or change any material tax election; (ii) change any annual tax accounting period or adopt or change any method of tax accounting; (iii) file any amended material tax return; (iv) enter into any closing agreement with respect to a material amount of tax; (v) settle any material tax claim or assessment relating to the Company or any of its subsidiaries; or (vi) surrender any right to claim a refund of material taxes;

•

settle, release or forgive any claim, outside of the ordinary course of business, requiring net payments to be made by the Company or any of its subsidiaries in excess of $10,000,000 individually or $30,000,000 in the aggregate, or settle or resolve any claim against the Company or any of its subsidiaries on terms that require the Company or any of its subsidiaries to materially alter its existing business practices, in each case other than any claim with respect to taxes;

•

take any action that would reasonably be expected to result in any Company Broker-Dealer Subsidiary (i) maintaining an amount of net capital less than the amount required to be maintained by such Company Broker-Dealer Subsidiary under Rule 15c3-1 of the Exchange Act, as agreed to with FINRA and any other governmental entity or (ii) being required to file notice under Rule 17a-11 under the Exchange Act; or

•

commit to do any of the above.

Nothing in the merger agreement, however, gives Parent or Merger Sub the right to control or direct the operations of the Company or its subsidiaries prior to the Closing Date. Prior to the Closing Date, the Company and its subsidiaries will exercise, consistent with the terms and conditions of the merger agreement, complete control and supervision of its and its subsidiaries’ operations.

100

TABLE OF CONTENTS

Pursuant to the merger agreement, Janus Henderson is also required to use commercially reasonable efforts to maintain certain minimum cash balances as of the Closing Date, among other obligations, which obligations are not conditions to the Closing.

Financing Cooperation

The Company will, and will cause its subsidiaries to, and each of them will use their reasonable best efforts to cause their respective representatives to use their reasonable best efforts to, provide customary cooperation, to the extent reasonably requested by Parent in writing, necessary for the completion of the debt financing and (if applicable) the preferred equity financing, including, but not limited to:

•

furnishing to Parent, as promptly as reasonably practicable, all Required Information (as defined in the merger agreement) and all pertinent and customary financial or other information regarding the Company and its subsidiaries reasonably requested in connection with the preparation of bank information memoranda, lenders’ presentations and other customary marketing materials relevant to the debt financing, including the confidential information memorandum contemplated by the debt commitment letter;

•

using reasonable best efforts to cause senior management of the Company, with appropriate seniority and expertise, to assist in preparation and participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and buyers of, the debt financing), presentations, road shows, sessions with rating agencies, due diligence sessions, drafting sessions and sessions between senior management and the financing parties in connection with the debt financing, in each case at reasonable times and with reasonable advance notice, and in each case which shall be virtual, unless otherwise agreed to by the Company;

•

using reasonable best efforts to provide assistance with the preparation of materials for, as applicable, rating agency presentations, bank information memoranda, syndication memoranda lender presentations and other customary marketing materials required in connection with the debt financing; subject to certain limitations, using reasonable best efforts to provide reasonable cooperation with the due diligence efforts of the financing parties to the extent reasonable and providing customary; and customary authorization letters with respect to the Company authorizing the distribution of information to prospective lenders and investors;

•

using reasonable best efforts to obtain documents and deliver notices reasonably requested by Parent relating to the prepayment, termination or redemption (within the time periods required by the relevant governing agreement) of certain existing indebtedness of the Company and the release of related liens and related guarantees, including the payoff letters provided for below (it being understood and agreed that any prepayment is (and shall be) contingent upon the occurrence of the Closing and no actions shall be required that would obligate the Companies to complete such prepayment prior to the occurrence of the Closing) and promptly, and in any event no later than four business days prior to the Closing, providing all documentation and other information that any lender, provider or arranger of any debt financing and/or the preferred equity financing has reasonably requested in connection with such financing under applicable “know-your-customer” and anti-money laundering rules and regulations, in each case, as requested at least nine business days prior to the Closing Date;

•

(i) assisting in the preparation, execution and delivery of definitive financing documents, including any credit agreement, guarantee and collateral documents, pledge and security documents, customary closing certificates and documents and back-up therefor and for legal opinions in connection with the debt financing and/or the preferred equity financing (including executing and delivering a solvency certificate from the chief financial officer or treasurer (or other comparable officers)) of the Company (in the form attached to the debt commitment letter) and other customary documents as may reasonably be requested by Parent or the financing parties and (ii) using reasonable best efforts to facilitate the pledging of, granting of security interests in and liens on collateral in connection with the debt financing, but in no event will any of the items described in the foregoing clauses (i) and (ii) be effective until as of or after the Closing;

101

TABLE OF CONTENTS

•

using reasonable best efforts to assist Parent in benefiting from the existing lending relationships of the Company;

•

using reasonable best efforts to take all corporate, limited liability company, partnership or other similar actions reasonably requested by Parent to permit the consummation of the debt financing and/or the preferred equity financing provided that no such actions shall be required to be effective prior to the Closing.; and

•

using reasonable best efforts to cooperate with Parent to satisfy the conditions precedent to the debt financing and/or the preferred equity financing to the extent within the control of the Company; provided that all such requested cooperation in the bullets above does not unreasonably interfere with the ongoing business or operations of the Company or any of its affiliates.

Notwithstanding anything to the contrary in the merger agreement, none of the Company nor any of its affiliates will be required to take or permit the taking of any action pursuant to this section that could: (i) require the Company or its subsidiaries or any of their respective affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the debt financing or preferred equity financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement (except, among other things, the prepayment, termination or redemption documents and notices set forth in the fourth bullet point above); (ii) cause any representation or warranty in the merger agreement to be breached by the Company or any of its affiliates; (iii) require the Company or any of its affiliates to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the debt financing or preferred equity financing or otherwise incur any obligation under any agreement, certificate, document or instrument (except to the extent that such fees, expenses, obligations or liabilities is subject to the and conditioned upon the occurrence of Closing); (iv) reasonably be expected to cause any director, officer, employee or shareholder of the Company or any of its affiliates to incur any personal liability; (v) reasonably be expected to conflict with the organizational documents of the Company or any of its affiliates or any applicable law; (vi) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any material contract to which the Company or any of its affiliates is a party (other than any material contract entered into in contemplation hereof); (vii) provide access to or disclose information that the Company or any of its affiliates determines would jeopardize any attorney-client privilege or other applicable privilege or protection of the Company or any of its affiliates; (viii) require the delivery of any opinion of counsel; or (ix) require the Company or its affiliates to prepare or deliver any (A) financial statements or other financial data (including selected financial data) for any period earlier than the year ended December 31, 2023; (B) financial information that the Company or its affiliates do not maintain in the ordinary course of business; (C) information not reasonably available to the Company or its affiliates under their respective current reporting systems; or (D) (x) pro forma financial information or pro forma financial statements or (y) projections. Nothing contained in the merger agreement will require the Company or any of its affiliates, prior to the Closing, to be an issuer or other obligor with respect to the debt financing or preferred equity financing. Parent will, promptly on request by the Company, reimburse the Company and each of its affiliates for all reasonable out-of-pocket costs incurred by them or their respective representatives in connection with such cooperation and will reimburse, indemnify and hold harmless the Company and its affiliates and their respective representatives on an after-tax basis from and against any and all losses suffered or incurred by them in connection with the arrangement of the debt financing and preferred equity financing, any action taken by them at the request of Parent or its representatives pursuant to this section and any information used in connection therewith, except to the extent that any of the foregoing arises from (x) the bad faith, gross negligence or willful misconduct of, or material breach of the merger agreement by, the Company or any of their respective representatives, as applicable, or (y) information provided by the Company or any of their respective representatives, as applicable, containing any untrue statement of a material fact or omitting to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Termination of Indebtedness

At least one business day prior to the Closing Date, the Company shall, with respect to the Company Credit Agreement (as defined in the merger agreement), deliver to the Parent executed copies of customary

102

TABLE OF CONTENTS

payoff letters or a voluntary cancellation notice, as applicable, which payoff letter will (i) provide for the payment and/or cancellation in full of the total amount of indebtedness due to such agent, lender and/or creditor as of the Closing (including accrued interest and any termination fees, prepayment fees, breakage costs, premiums, make-whole payments or penalties or other amounts due as a result of the consummation of the transactions contemplated by the merger agreement); (ii) release any guarantee obligations related to such indebtedness; and (iii) be in form and substance reasonably satisfactory to Parent.

Prior to the Closing Date, if requested by Parent, the Company shall cause Janus Henderson US (as defined in the merger agreement) to, with respect to the 2034 Indenture (as defined in the merger agreement), (i) issue or cause to be issued one or more notices of optional redemption or similar notices (each of which shall provide that the redemption of the 2034 Notes (as defined in the merger agreement) shall be contingent upon the Closing) in respect of the then-outstanding 2034 Notes under the 2034 Indenture pursuant to the requisite provisions of the 2034 Indenture and (ii) take such other actions as it determines to be necessary or advisable (or that Parent reasonably requests) to facilitate redemption of the 2034 Notes at the Closing, including, but not limited to, the delivery, taking or making of all required documents, actions or payments (other than the deposit of funds in accordance with this paragraph) under the 2034 Indenture to effect the redemption of the 2034 Notes pursuant to the requisite provisions of the 2034 Indenture; provided that, in no event shall the Company or any of its subsidiaries be required to cause any redemption or termination of the 2034 Notes or the 2034 Indenture prior to the occurrence of the Closing (or, if the redemption cannot be effected on the Closing Date in compliance with the 2034 Indenture, then the earliest date possible after the Closing Date in compliance with the 2034 Indenture). No later than the date of redemption, Parent shall cause Janus Henderson US to deposit with the trustee under the 2034 Indenture the amount of funds required to effect such redemption (which amount, for the avoidance of doubt, shall constitute indebtedness under the merger agreement); provided that the amount of funds required to effect such redemption shall be paid solely with the proceeds of the debt financing and/or the preferred equity financing. Any notices delivered in connection with such redemption and other related documents prepared by or on behalf of the Company or Janus Henderson US in connection therewith shall be subject to the prior review of, and opportunity for comment by, Parent and its counsel, and the Company or Janus Henderson US shall consider in good faith any comments provided by Parent or its counsel. Notwithstanding the foregoing, neither the Company nor any of its subsidiaries shall be required to execute and deliver any document or instrument (or cause any document or instrument to be executed or delivered) not conditioned on or delivered substantially concurrently with the occurrence of the Closing. If not otherwise redeemed, following the Closing, the Company will continue to be required to comply with all terms and conditions of the then-outstanding 2034 Notes and the 2034 Indenture.

Prior to the Closing Date, the Company shall, and shall cause its subsidiaries to, with respect to the 2034 Notes and the 2034 Indenture, if requested by Parent, cause Janus Henderson US to commence a consent solicitation with respect to the 2034 Notes to seek to obtain the requisite consents from holders of the 2034 Notes needed to amend, eliminate or waive certain sections of the 2034 Indenture specified by Parent (a “2034 Notes Consent Solicitation”) on such terms and conditions, including with respect to consent fees, that are proposed by Parent; provided that (w) Parent shall be responsible for preparation of the 2034 Notes Consent Solicitation Documents (as defined below), (x) Parent shall consult with the Company and afford the Company and its counsel a reasonable opportunity to review and comment on the necessary consent solicitation statement, supplemental indenture and other related documents in connection with such 2034 Notes Consent Solicitation (the “2034 Notes Consent Solicitation Documents”) and Parent will consider in good faith the comments, if any, raised by the Company and its counsel, and (y) to the extent a 2034 Notes Consent Solicitation includes a consent fee or other consideration offered to holders, it shall be funded by Parent solely with the proceeds of the debt financing and/or the preferred equity financing. The Company shall provide, and use its best reasonable efforts to cause its representatives to provide, all cooperation reasonably requested by Parent in connection with a 2034 Notes Consent Solicitation, including appointing a solicitation agent selected by Parent; provided that the fees and out-of-pocket expenses of any solicitation agent and counsel to the Company will be paid directly by Parent; provided, further, that neither the Company nor any of its subsidiaries nor counsel for the Company and its subsidiaries shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with a 2034 Notes Consent Solicitation (other than, in connection with the execution of any 2034 Notes Supplemental Indenture (as defined in the merger agreement) relating to the applicable 2034 Notes Consent Solicitation, with respect to which the Company or its subsidiaries shall (x) deliver customary officer’s certificates and (y) cause legal

103

TABLE OF CONTENTS

counsel for the Company and its subsidiaries to deliver customary legal opinions to the trustee under the applicable indenture in the form required by the 2034 Indenture). The Company shall waive any of the conditions to any 2034 Notes Consent Solicitation as may be reasonably requested by Parent (other than the condition that any proposed amendments set forth therein shall not become operative until the Closing), so long as such waivers would not cause such 2034 Notes Consent Solicitation to violate applicable law, including SEC rules and regulations, and to not, without the prior written consent of Parent, waive any condition to any 2034 Notes Consent Solicitation or make any material change, amendment or modification to the terms and conditions of any 2034 Notes Consent Solicitation other than as directed by Parent. Promptly following the expiration of a 2034 Notes Consent Solicitation, assuming the requisite consent from the holders of the 2034 Notes (including from persons holding proxies from such holders) has been received and certified by the solicitation agent, the Company or Janus Henderson US shall cause an appropriate supplemental indenture (the “2034 Notes Supplemental Indenture”) to become effective providing for the amendments of the 2034 Indenture contemplated in the 2034 Notes Consent Solicitation Documents; provided, however, that notwithstanding the fact that a 2034 Notes Supplemental Indenture may become effective earlier, the proposed amendments set forth therein shall not become operative until the Closing. The form and substance of the 2034 Notes Supplemental Indenture shall be reasonably satisfactory to Parent. The consummation of any 2034 Notes Consent Solicitation shall not be a condition to Closing.

Prior to the Closing Date, the Company shall, and shall cause its subsidiaries to, with respect to the 2034 Notes and the 2034 Indenture, if requested by Parent, cause Janus Henderson US to commence a tender offer and/or an exchange offer as specified by Parent, with respect to all of the outstanding 2034 Notes, on such terms and conditions, including pricing terms, that are proposed, from time to time, by Parent (a “2034 Notes Offer”); provided that (i) Parent shall be responsible for preparation of the 2034 Notes Offer Documents (as defined below); (ii) Parent shall consult with the Company and afford the Company and its counsel a reasonable opportunity to review and comment on the necessary registration statement, offering document, offer to purchase, related letter of transmittal, supplemental indenture, to the extent applicable, and other related documents in connection with such 2034 Notes Offer (the “2034 Notes Offer Documents”) and the material terms and conditions of any 2034 Notes Offer and Parent will consider in good faith the comments, if any, raised by the Company and its counsel; and (iii) Parent shall, or shall cause Janus Henderson US to, pay the purchase price related to such 2034 Notes Offer, including any premium, solely with the proceeds of the debt financing and/or the preferred equity financing. The terms and conditions specified by Parent for the 2034 Notes Offer shall be in compliance with the 2034 Indenture and any applicable laws, including SEC rules and regulations. The closing of a 2034 Notes Offer, if any, shall be expressly conditioned on the occurrence of the Closing, and, in accordance with the terms of such 2034 Notes Offer, the Company shall cause Janus Henderson US to accept for purchase, and purchase, the 2034 Notes validly tendered and not validly withdrawn in such 2034 Notes Offer (provided, however, that notwithstanding the fact that any proposed amendments to the 2034 Indenture set forth in any 2034 Notes Offer Document may become effective earlier, such proposed amendments shall not become operative until the Closing). The Company shall provide, and use its reasonable best efforts to cause its representatives to provide, all cooperation reasonably requested by Parent in connection with any 2034 Notes Offer, including appointing a dealer manager selected by Parent; provided that the fees and out-of-pocket expenses of any dealer manager and counsel to the Company will be paid directly by Parent; provided, further, that neither the Company nor any of its subsidiaries nor counsel for the Company and its subsidiaries shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with a 2034 Notes Offer. Any 2034 Notes Offer shall comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, including, as applicable, Rule 14e-1 and the Trust Indenture Act, any other applicable law, it being understood that the Company or its subsidiaries shall not be required to take any action that does not comply with such applicable law. As applicable, the Company shall cause Janus Henderson US to waive any of the conditions to a 2034 Notes Offer as may be reasonably requested by Parent (other than the condition that the closing of a 2034 Notes Offer shall not be consummated until the Closing), so long as such waivers would not cause a 2034 Notes Offer to violate the Securities Act, the Exchange Act or any other applicable law, and shall not, without the prior written consent of Parent, waive any condition to a 2034 Notes Offer or make any material change, amendment or modification to the terms and conditions of a 2034 Notes Offer (including any extension thereof) other than as directed by Parent. If, at any time prior to the completion of a 2034 Notes Offer, the Company or any of its subsidiaries, on the one hand, or Parent or any of its subsidiaries, on the other hand, discovers any information that should be set forth in an

104

TABLE OF CONTENTS

amendment or supplement to the 2034 Notes Offer Documents, so that the 2034 Notes Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading, such party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement prepared by Parent or its Subsidiaries describing such information shall be disseminated to the holders of the 2034 Notes. The consummation of any 2034 Notes Offer shall not be a condition to Closing.

Prior to the Closing Date, the Company shall, and shall cause its subsidiaries to, with respect to the 2034 Notes and the 2034 Indenture, if requested by Parent, cause the Company and any subsidiary to (x) enter into a supplemental indenture, any security arrangements (including any pledge and security documents, collateral trust agreement, intercreditor agreement and other customary security documents) and other related documents (the “2034 Notes Security Documents”) as contemplated by Section 4.03 of the 2034 Indenture in order for the 2034 Notes to be secured “equally and ratably” with the security interest that will secure all or any portion of the debt financing; provided that neither the Company nor any of its subsidiaries nor counsel for the Company and its subsidiaries shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with the granting of any such liens on the 2034 Notes (other than, in connection with the execution of any supplemental indenture relating to the applicable 2034 Notes, with respect to which the Company or its subsidiaries shall (x) deliver customary officer’s certificates and (y) cause legal counsel for the Company and its subsidiaries to deliver customary legal opinions to the trustee under the applicable indenture in the form required by the 2034 Indenture) and (y) perform any actions as required by the trustee under the 2034 Indenture for the trustee under the 2034 Indenture to enter into any 2034 Notes Security Documents; provided that Parent shall be responsible for preparation of the 2034 Notes Security Documents; provided, further, that the effectiveness of any such documents or instruments shall be expressly conditioned on the Closing.

For the avoidance of doubt, no consent fees or other fees shall be payable by the Company in connection with any 2034 Notes Consent Solicitation, 2034 Notes Offer or 2034 Notes Security Documents. For the avoidance of doubt, none of such transactions are conditions to Closing and if any of such transactions have not been completed, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in the merger agreement, to consummate the merger.

Client Consents

If required by applicable law or the applicable investment advisory arrangement, for each investment advisory arrangement between the Company or one (1) of its subsidiaries, on the one hand, and a client that is not a fund, on the other hand, the Company or its applicable subsidiary has agreed to send a written notice (a “Negative Consent Notice”) to such client informing it, among other things, of the transaction and that the consent of such client to the assignment or deemed assignment of its investment advisory arrangement will be deemed to have been granted if such client does not terminate its investment advisory arrangement within forty-five (45) days after the sending of the Negative Consent Notice. If the applicable investment advisory arrangement requires the written consent of the client to the assignment or deemed assignment of such client’s investment advisory arrangement, or if the Company or its applicable subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of a client to the assignment or deemed assignment of such client’s investment advisory arrangement, then the Company or its applicable subsidiary will send a written notice informing such client of the transactions and requesting written consent to the assignment or deemed assignment of such client’s investment advisory arrangement, and such client will not be deemed to have granted its consent to the assignment or deemed assignment, unless and until the client provides its written consent. The Company will provide Parent with drafts of the form of Negative Consent Notice or other consent notice to be sent to a client, and Parent will have the right to review and approve, in advance, the form and substance of such notice (such approval not to be unreasonably withheld, conditioned or delayed).

If required by applicable law or the applicable investment advisory arrangement, for each investment advisory arrangement with a fund managed by the Company or one (1) of its subsidiaries other than a 1940 Act fund (except for certain funds where the fund general partner, limited partner advisory committee or similar entity can provide consent to the assignment or deemed assignment): (i) if the applicable investment

105

TABLE OF CONTENTS

advisory arrangement (A) expressly requires the written consent of investors to the assignment or deemed assignment of such fund’s investment advisory arrangement, or (B) permits consent to be obtained by a Fund Negative Consent Notice (as defined below) and the Company or its applicable subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of one (1) or more investors in such fund to the assignment or deemed assignment of such fund’s investment advisory arrangement, then the Company or its applicable subsidiary will send a written notice to each investor in such fund described in clause (A) or such investors described in clause (B) requesting the written consent of the investor to the assignment or deemed assignment of the investment advisory arrangement and informing each investor of the intention (X) to complete the transaction and (Y) to continue to provide the advisory services pursuant to the existing investment advisory arrangement with such fund after the closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable advisory arrangement) of the investors provide (and do not withdraw) their consent to the assignment or deemed assignment of such fund’s investment advisory arrangement according to the method of consent (either written or negative) solicited; and (ii) for all investment advisory arrangements with funds not described in (i) above, the Company or its applicable subsidiary has agreed to send a written notice (the “Fund Negative Consent Notice”) to each investor in the applicable fund informing each investor: (A) of the transactions contemplated by the merger agreement and the intention to complete the transaction, which will result in an assignment or deemed assignment of such fund’s investment advisory arrangement; (B) of the intention of the Company or the applicable subsidiary to continue to provide the advisory services pursuant to the existing investment advisory arrangement after the closing; and (C) that the consent of such investor will be deemed to have been granted if such investor does not affirmatively object to such assignment or deemed assignment within forty-five (45) days after the sending of the Fund Negative Consent Notice. The Company will provide Parent with drafts of the form of Fund Negative Consent Notice or other consent notice to be sent to a private fund, and Parent will have the right to review and approve, in advance, such notice (such approval not to be unreasonably withheld, conditioned or delayed).

Pursuant to the 1940 Act, the transaction will result in a termination of all existing investment advisory arrangements between the 1940 Act funds, on the one hand, and the Company or one (1) of its applicable subsidiaries, on the other hand. Accordingly, the Company has agreed to use, and to cause each applicable subsidiary to use, its commercially reasonable efforts to obtain the approval of the board of directors or trustees, as applicable, of each 1940 Act fund of a new investment advisory arrangement with the Company or its applicable subsidiary in accordance with Section 15 of the 1940 Act on terms that are substantially comparable to the existing investment advisory arrangement with such 1940 Act fund and request that each such board of directors or trustees obtain the requisite approval of the shareholders of such 1940 Act fund to such new investment advisory arrangement (unless such approval is not required under applicable law). Additionally, the Company and its applicable subsidiaries will seek the approval of the board of directors or trustees, as applicable, of each 1940 Act fund of any interim investment advisory arrangement approved in accordance with Rule 15a-4 under the 1940 Act for any 1940 Act fund with respect to any period after the Closing.

Access to Information

Upon reasonable notice, the Company will (and will cause its respective subsidiaries to) afford to Parent and its representatives (including any financing sources and their representatives) reasonable access during normal business hours, during the period prior to the Effective Time, to all its officers, employees, properties, offices, plants and other facilities and to all books and records, including financial statements, other financial data and monthly financial statements within the time such statements are customarily prepared, and, during such period, the Company will (and will cause its respective subsidiaries to) furnish promptly to Parent and its representatives (including any financing sources and their representatives), consistent with its legal obligations, all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that, in the Company’s reasonable judgment, (i) providing such access would result in the waiver of any attorney-client privilege, in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all reasonable efforts to obtain the consent of such third party to such access, or (ii) any law, treaty, rule or regulation of any governmental entity applicable to the Company requires the Company or its subsidiaries to preclude the other party and its representatives from gaining access to any properties or information, provided, further, that the

106

TABLE OF CONTENTS

Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to provide such document or information in a manner that would not result in violation of law or the loss or waiver of such privilege.

Efforts to Complete the Merger

Subject to the terms and conditions of the merger agreement, the Parties to the merger agreement will each use its reasonable best efforts to take (or cause to be taken) all actions, and do (or cause to be done) all things necessary, proper or advisable under applicable laws and regulations to consummate the merger and the other transactions contemplated by the merger agreement as soon as practicable after the date of the merger agreement, including, without limitation (i) preparing and filing, in consultation with the other party and as promptly practicable and advisable after the date of the merger agreement, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any governmental entity, and (ii) taking all steps as may be necessary to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals.

The Company and Parent agreed to (i) make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transactions contemplated by the merger agreement as promptly as practicable, and in any event within twenty (20) business days after the execution of the merger agreement (the parties filed this notification and report on [•]), and (ii) make any filings in connection with any regulatory approvals as promptly as practicable (including making the filings to the Hong Kong Securities and Futures Commission within fifteen (15) business days after the date of the merger agreement or such other time as the Company and Parent otherwise agree). The parties to the merger agreement also agreed to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act or by any governmental entity under any Regulatory Law (as defined below) and take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act or obtain all regulatory approvals as soon as practicable. Parent is responsible for the payment of all filing fees and any transfer taxes payable to any government entity. As used in the merger agreement, the term “Regulatory Law” means antitrust laws, the Defense Production Act of 1950, as amended and all other national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions on the basis of national security or national interest and applicable laws relating to change of control or other approvals required from any governmental entity (including governmental entities responsible for the regulation of asset managers and the providers of financial products and services) for completion of the transactions contemplated in the merger agreement.

In connection with their respective reasonable best efforts to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations for the transactions contemplated by the merger agreement under the HSR Act or any other Regulatory Law, each of the Company and Parent will (i) cooperate in all respects and consult each other in connection with any communication, filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party with respect to Regulatory Laws, including by allowing the other party and/or its counsel to have a reasonable opportunity to review in advance and comment on drafts of any communications, filings and submissions; (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice, the Federal Trade Commission, any other governmental entity or in connection with any proceeding by a private party, with any other person, including by promptly providing copies to the other party of any such written communications, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated by the merger agreement; and (iii) permit the other party to review any communication it gives to, and consult each other in advance of any meeting, telephone call or videoconference with the DOJ, the FTC or such other governmental entity or other person, and to the extent permitted by the DOJ, the FTC or any other applicable governmental entity or other person, give the other party and/or its counsel the opportunity to attend and participate in such meetings, substantive telephone calls and conferences.

107

TABLE OF CONTENTS

Subject to the other obligations in Section 7.5 of the merger agreement, Parent, on behalf of the parties, will be entitled to direct, control and lead all communications, discussions, negotiations and strategy, including with respect to any regulatory action or any governmental consent, waiver, authorization or approval which Parent may seek to obtain in accordance with the merger agreement, and the Company must take all reasonable actions (at the direction of Parent) to support Parent with respect to the process and strategy for pursuing any such regulatory actions and obtaining such governmental consents, waivers, authorizations or approvals.

Parent will cause its affiliates and use reasonable best efforts to cause the equity investors and preferred equity investor (and any affiliates thereof) to comply with the obligations to prepare and file documentation, make filings and supply information as may be required under any Regulatory Law or requested by governmental entities as if they were “Parent” under the merger agreement, and any failure by any of them to comply with such obligations will be deemed for all purposes of the merger agreement to be a failure by Parent to comply with such obligations.

Parent will use its best efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by the merger agreement under any Regulatory Law. With respect to resolving objections, if any, and obtaining regulatory approval under any Regulatory Law, the term, “best efforts” includes taking any and all actions necessary to obtain the consents or waiting period expirations of any governmental entity required to consummate the merger and other transactions contemplated by the merger agreement as expeditiously as possible prior to June 22, 2026 (the “Termination Date”), including promptly (i) proposing, negotiating, committing to, effecting and agreeing to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, hold separate, and other disposition of the businesses, assets, products or equity interests of the Company or its subsidiaries or any of Parent’s or its subsidiaries’ other businesses, assets, products or equity interests now owned or hereafter acquired by Parent, (ii) creating, terminating or amending any existing relationships, ventures, contractual rights or obligations of Parent, the Company or their respective subsidiaries; (iii) otherwise taking or committing to any action that would limit Parent’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, products or equity interests of Parent or the Company (including any of their respective subsidiaries); and (iv) making, or causing any subsidiaries to make, any commitment, or committing to (or causing any subsidiaries to commit to) make any commitment (to any governmental entity or otherwise) regarding the future operations of Parent or the Company (including any of their respective subsidiaries); provided that, with respect to any Regulatory Law that is not an Antitrust Law, none of Parent, Merger Sub or any of their respective affiliates will be obligated to (and, without the prior written consent of Parent, the Company may not and may not permit any of its subsidiaries to) take or refrain from taking, any action, or agree to become subject to any restriction, condition, limitation or requirement, or agree to any modification of the merger agreement or any transactions contemplated thereby that, individually or together with all other such actions, restrictions, conditions, limitations or requirements, in each case, imposed by a governmental entity would, or would reasonably be expected to, (i) have a material adverse effect on the Company or have a material adverse effect on the business or assets, liabilities, properties, results of operations or financial condition of Parent, Merger Sub and their respective affiliates, taken as a whole (after giving effect to the merger); (ii) require or result in the sale, divestiture, license, hold separate or other disposition of any businesses, assets, products or equity interests of Parent’s affiliates (other than the Company and its subsidiaries) or Equity Investors; or (iii) require Parent (or any of its affiliates or Equity Investors or other person (other than the Company and its subsidiaries)) to provide any guarantee, capital maintenance or capital support arrangement to the Company or any of its subsidiaries (collectively, a “burdensome condition”).

Subject to the exceptions set forth in the merger agreement, each of the Company and Parent must use its reasonable best efforts to obtain the expiration or termination of all waiting periods and all consents, waivers, authorizations and approvals of all third parties, including governmental entities, necessary, proper or advisable for the consummation of the transactions contemplated by the merger agreement and to provide any notices to third parties required to be provided prior to the Effective Time.

Restriction on Solicitation of Competing Proposals

Subject to certain exceptions described below, the Company has agreed that it and its subsidiaries will not, nor will it (directly or indirectly) authorize or permit any of its or their controlled affiliates, officers, directors, employees, representatives, advisors or other intermediaries or subsidiaries to:

108

TABLE OF CONTENTS

•

enter into any agreement to (i) consummate any acquisition proposal; (ii) approve or endorse any acquisition proposal or; (iii) in connection with any acquisition proposal, require the Company to abandon, terminate or fail to consummate the merger;

•

agree or resolve to take, or take, any of the actions prohibited by bullets one (1), two (2) or three (3) above.

Pursuant to the terms of the merger agreement, the Company agreed to immediately cease, and cause its representatives, advisors and other intermediaries to immediately cease, any and all activities, discussions or negotiations with any parties conducted prior to the date of the merger agreement with respect to any of the above.

An “acquisition proposal” is defined in the merger agreement to mean any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, scheme of arrangement, business combination or other similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than twenty percent (20%) of the voting power of the Company or more than twenty percent (20%) of the assets of the Company and its subsidiaries taken as a whole, other than the merger and the other transactions contemplated by the merger agreement.

•

comply with Rule 14d-9 and Rule 14e-2 promulgated under the Exchange Act with regard to any acquisition proposal, so long as any such compliance recommends against any acquisition proposal and reaffirms its recommendation of the transactions contemplated by the merger agreement, except to the extent such action is permitted by the merger agreement or issue a “stop, look and listen” statement;

•

engage in negotiations or discussions with any person (and its representatives, advisors and intermediaries) that has made an unsolicited bona fide written acquisition proposal not resulting from or arising out of a material breach of the non-solicitation provisions of the merger agreement; and/or

•

furnish to such person information relating to the Company or any of its subsidiaries pursuant to a confidentiality agreement with confidentiality provisions that are no less favorable to the Company than those contained in the confidentiality agreements, dated November 20, 2025, between the Company and each of Trian and General Catalyst (it being understood that such confidentiality agreement need not contain standstill provisions) and to the extent nonpublic information that has not been made available to Parent is made available to such person, make available or furnish such nonpublic information to Parent substantially concurrently with the time it is provided to such person; provided that the Board will be permitted to take an action described in this bullet or the preceding bullet only if, prior to taking such action, the Board (acting on the recommendation of the Special Committee) has determined in good faith after consultation with its financial advisors and outside legal counsel that such acquisition proposal constitutes or would reasonably be expected to result in, a superior proposal.

A “superior proposal” means any proposal (on its most recently amended or modified terms, if amended or modified) made by a third party that is not affiliated with the Company to enter into any transaction involving an acquisition proposal that the Board (acting on the recommendation of the Special Committee)

109

TABLE OF CONTENTS

determines in its good faith judgment (after consultation with the Company’s financial advisors and outside legal counsel) would be more favorable to the Company’s shareholders than the merger agreement, and the merger, taking into account all terms and conditions of such transaction (including any breakup fees, expense reimbursement provisions and financial terms) and the anticipated timing and prospects for completion of such transaction, including the prospects for obtaining regulatory approvals and financing, and any third-party approvals, except that the reference to twenty percent (20%) in the definition of “acquisition proposal” will be deemed to be a reference to eighty percent (80%). Reference to “the merger agreement,” and “the merger” in this paragraph will be deemed to include any proposed alteration of the terms of the merger agreement or the merger that are agreed to by Parent pursuant to the terms of the merger agreement.

Obligation of the Board with Respect to Its Recommendation

Except as described below, at any time prior to the receipt of the required vote of the Company shareholders at the special meeting to approve the merger proposal, the Board will not (i) withdraw, modify or amend in any manner adverse to Parent its approval or recommendation of the merger agreement or the merger or (ii) approve or recommend any acquisition proposal (each, a “change in recommendation”).

Notwithstanding the above, (i) the Board (acting on the recommendation of the Special Committee) may make a change in recommendation (a) in response to an intervening event, or (b) following receipt of an unsolicited bona fide written acquisition proposal that did not result from or arise out of a material breach of the non-solicitation provisions of the merger agreement and which the Board (acting an the recommendation of the Special Committee) determines in good faith, after consultation with its financial advisors and outside legal counsel is a superior proposal, in each case, if and only if, the Board (acting on the recommendation of the Special Committee) has determined in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties or standard of conduct required of the Board under applicable law and the Company complies with the negotiation obligations described below or (ii) following receipt of a bona fide written acquisition proposal which the Board (acting on the recommendation of the Special Committee) determines in good faith, in consultation with its financial advisors and outside legal counsel, is a superior proposal, the Board may terminate the merger agreement for the purpose of entering into a definitive acquisition agreement, merger agreement or similar definitive agreement (an “alternative acquisition agreement”) with respect to such superior proposal (if, and only if, the Board (acting on the recommendation of the Special Committee) determines in good faith after consultation with its financial advisors and outside legal counsel that the failure to take such action would be inconsistent with the fiduciary duties or standards of conduct of the Board under applicable law and the Company complies with the negotiation obligations below and terminates the merger agreement.

An “intervening event” is a material event, development or occurrence that (i) affects the business or operations of the Company, (ii) does not relate to an acquisition proposal, and (iii) is unknown or not reasonably foreseeable by the Board as of the date of the merger agreement (and which could not have become known through any further reasonable investigation, discussion, inquiry or negotiation with respect to any event known by the Board as of the date of the merger agreement), which event becomes known by the Board or the Special Committee prior to obtaining an affirmative vote of at least two-thirds (2/3) of the total number of votes cast at the special meeting in favor of the resolution to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger (the “Required Company Vote”).

Prior to the Company taking any action permitted in response to an intervening event, the Company must provide Parent with five (5) business days’ prior written notice advising Parent it intends to effect a change in recommendation and explain the reasons for such change in recommendation and, during such five (5) business day period, if Parent requests, the Company will engage in good faith negotiations with Parent to amend the merger agreement in a manner that would make the failure to effect a change in recommendation no longer inconsistent with the fiduciary duties or standards of conduct required of the Board under applicable law. Prior to the Company taking any action permitted in response to an acquisition proposal that constitutes a superior proposal, the Company must provide Parent with five (5) business days’ prior written notice (it being agreed that any material amendment to the amount or form of consideration payable in connection with the applicable acquisition proposal will require a new notice and an additional

110

TABLE OF CONTENTS

three (3) business day period) advising Parent that the Board intends to take such action, and specifying the material terms and conditions of the superior proposal, and the Company will, during such five (5) business day period (or subsequent three (3) business day period), negotiate in good faith with Parent to make any adjustments needed to the merger agreement so that such acquisition proposal would no longer constitute a superior proposal.

The Company must notify Parent promptly (but in any event within 24 hours) after receipt or occurrence of (i) any acquisition proposal, (ii) any proposals, discussions, negotiations or inquiries that would reasonably be expected to lead to an acquisition proposal, and (iii) the material terms and conditions of any such acquisition proposal and the identity of the person making any such acquisition proposal or with whom such discussions are taking place, in each case, if such request for information, inquiry, proposal or discussions would reasonably be expected to lead to an acquisition proposal. In addition, the Company will promptly (but in any event within twenty-four (24) hours) after the receipt of any written documentation material to understanding such acquisition proposal that is received by the Company from or on behalf of the person making such acquisition proposal or with whom discussions would reasonably be expected to lead to an acquisition proposal, provide Parent with copies thereof. The Company and its subsidiaries will not terminate, waive, amend or modify any provision of any existing standstill or confidentiality agreement to which it or any of its subsidiaries is a party, and the Company and its subsidiaries will enforce the provisions of any such agreement, except that the Company may waive any such provision to the extent necessary to allow a person to privately make an acquisition proposal to the Board or the Special Committee as permitted under the terms of the merger agreement. The Company must keep Parent reasonably informed of: (i) the status and material details (including any amendments or any proposed amendments) of any such acquisition proposal; (ii) the material details of any information requested of or provided by the Company; and (iii) the material details of all discussions or negotiations with respect to any such acquisition proposal. The Company must also provide to Parent within twenty-four (24) hours after receipt thereof copies of any other documentation material to understanding such acquisition proposal (as determined by the Company in good faith) received by the Company from or on behalf of the person making such acquisition proposal or with whom such discussions are taking place. The Company will promptly provide to Parent any material nonpublic information concerning the Company provided to any other person in connection with any acquisition proposal that was not previously provided to Parent. The Board will promptly consider in good faith (in consultation with its outside legal and financial advisors) any proposed alteration of the terms of the merger agreement by Parent in response to any acquisition proposal.

Obligations with Respect to This Proxy Statement and the Special Meeting

As soon as reasonably practicable, the Company will cause the special meeting to be duly called and held for the purpose of obtaining the Required Company Vote. In connection with the special meeting, the Company will (i) use its reasonable best efforts to obtain the Required Company Vote and (ii) otherwise comply with all legal requirements applicable to the special meeting.

Employee Benefits

For one year following the Effective Time (the “continuation period”), the Surviving Company will provide each continuing employee with (i) no less favorable base salary or base wage rate as that provided to such continuing employee immediately prior to the Effective Time; (ii) annual variable incentive opportunities that are consistent with the Company’s past practice relating to such incentive opportunities (it being understood that any post-closing target annual variable incentive opportunities are not required to be equity-based); (iii) other employee benefits (excluding defined benefit pension plans, retiree health and welfare and employee stock purchase opportunities) that are substantially comparable in the aggregate to those provided to such continuing employee by the Company and its subsidiaries immediately prior to the Effective Time; and (iv) unless otherwise determined by the Surviving Company’s Chief Executive Officer, hybrid work arrangements that are no less favorable than those in effect immediately prior to the Effective Time. Additionally, Parent agrees that each continuing employee whose employment is terminated during the continuation period, will be provided with severance benefits (including the payment of transitional or notice pay) that are no less favorable than that provided by the Company and its subsidiaries pursuant to the applicable Company benefit plan providing for such benefits and payments in effect as of December 21, 2025.

111

TABLE OF CONTENTS

Additionally, Parent will, or will cause the Surviving Company to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any benefit plan of Parent (a “Parent Benefit Plan”) to be waived with respect to continuing employees and their eligible dependents to the extent inapplicable under the corresponding Company benefit plan immediately prior to the Effective Time; (ii) with respect to the plan year during which the Effective Time occurs, recognize for each continuing employee and their dependents credit for applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the Effective Time for which payment has been made in respect of such continuing employee and their eligible dependents to the same extent such credit was given under the analogous Company benefit plan prior to the Effective Time; and (iii) recognize the service of each continuing employee’s employment with the Company and its subsidiaries for purposes of vesting, vacation, paid time off, severance, benefit accrual and eligibility to participate under each applicable Parent Benefit Plan in which any continuing employee will participate after the Effective Time, as if such service had been performed with Parent, except for any purpose under defined benefit pension plans, retiree medical and insurance benefits or to the extent it would result in a duplication of benefits.

Director and Officer Indemnification and Insurance

The merger agreement provides that, from and after the Effective Time, Parent will, and Parent will cause the Surviving Company to, to the fullest extent permitted by applicable law, provide indemnification to each person who is now, or has been at any time prior to the Effective Time, an officer or director of the Company or any of its subsidiaries or serving at the request of the Company as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust (each, an “indemnified person”) in connection with any claim or proceeding arising directly or indirectly (in whole or in part) out of the fact such person was an indemnified person or their service in such capacity. For six (6) years from the Effective Time, Parent will cause the Surviving Company’s memorandum of association and the articles of association and the relevant governing documents of each subsidiary of the Surviving Company after the Closing to contain provisions with respect to exculpation, indemnification and advancement of expenses that are at least as favorable to the indemnified persons as those provisions that are set forth in the memorandum of association and the articles of association or other applicable governing documents of the Company or any such subsidiary on the date of the merger agreement, and the Surviving Company will not amend, repeal or otherwise modify the exculpation, indemnification and advancement of expenses provisions of the Surviving Company’s memorandum of association and the articles of association and any of its subsidiaries’ similar organizational documents in any manner that would adversely affect the rights thereunder of any indemnified person.

Parent will, and will cause the Surviving Company to, maintain in effect for six (6) years from the Effective Time the Company’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring (or alleged to occur) prior to or at the Effective Time with respect to indemnified persons. However, the Surviving Company will not be required to expend more than an amount per year equal to 300% of current annual premiums paid by the Company for such insurance. In the event that the Surviving Company would be required to expend more than 300% of current annual premiums, Parent and the Surviving Company must obtain the maximum amount of such insurance obtainable by payment of annual premiums equal to 300% of current annual premiums. In lieu of the foregoing, the Company may purchase, prior to the Effective Time, a six (6)-year “tail” prepaid officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time covering each such indemnified person for an amount not to exceed 300% of current annual premiums. If such “tail” policy has been purchased by the Company, Parent may not terminate such policy and will cause all obligations of the Company under such “tail” policy to be honored by it and the Surviving Company.

Other Covenants and Agreements

The Company and Parent have made certain other covenants and agreements with each other regarding various other matters including the following:

•

preparation of this proxy statement;

•

compliance with Section 15(f) of the 1940 Act;

•

cooperating with each other in connection to potential shareholder litigation;

112

TABLE OF CONTENTS

•

maintenance of insurance;

•

public statements and disclosures concerning the merger agreement and the transactions contemplated by the merger agreement;

•

prohibiting the adoption of shareholder rights plans; and

•

compliance with various Companies Law matters in Jersey (including the Company and Parent agreeing to cooperate and use reasonable best efforts to effectuate a switch from a merger to a scheme of arrangement under certain circumstances set forth in the merger agreement).

Conditions to the Merger

Conditions to Each Party’s Obligations

Each party’s obligations to effect the merger are subject to the satisfaction (or mutual waiver if permitted by law) at or prior to the Closing Date of the following conditions:

•

the Company must have obtained the Required Company Vote;

•

no statute, rule, regulation, executive order, decree or ruling, shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other governmental entity of competent jurisdiction shall be in effect, having the effect of making the merger illegal or otherwise prohibiting consummation of the merger; except this condition will not be available to any party whose failure to fulfill its obligations under section 7.5 of the merger agreement will have been the cause of, or will have resulted in, such order or injunction;

•

the waiting period under the HSR Act relating to the consummation of the transactions pursuant to the merger agreement, including the merger shall have expired or been terminated;

•

all applicable waiting periods (or extensions thereof) or consents, non-objections or approvals relating to the merger and the other transaction contemplated by the merger agreement under the applicable laws of the jurisdictions or governmental entities set forth in the Disclosure Letter shall have expired, been terminated, or been received and be in full force and effect (as applicable) without the imposition of a burdensome condition (as defined in the merger agreement); and

•

(i) the date as set out in Article 127FJ(3)(a) of the Companies Law shall have passed and (ii) each applicable date as set out in Article 127FJ(3)(c) of the Companies Law shall have passed in respect of the Company’s and Merger Sub’s notification and publication obligations described in the merger agreement.

Conditions to Parent’s and Merger Sub’s Obligations

The obligations of Parent and Merger Sub to effect the merger are also subject to the satisfaction, or waiver by Parent, on or prior to the Closing Date, of the following additional conditions:

•

each of the Company’s representations and warranties contained in the merger agreement related to (i) the Company’s organization, good standing and corporate power to conduct its business; (ii) the Company having all corporate power and having taken all corporate action necessary to execute, deliver and perform its obligations under the merger agreement and to consummate the merger, subject only to the Company obtaining the Required Company Vote; (iii) brokers; (iv) certain features of anti-takeover statutes; (v) opinions of the Company’s financial advisor; (vi) the capital structure of the Company and its subsidiaries; (vii) the approvals of the Board in connection with the merger agreement and the transactions contemplated by the merger agreement, including the merger; and (viii) the shareholder vote required to approve the merger must be true and correct in all material respects, in each case both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date);

•

each of the Company’s representations and warranties contained in the merger agreement related to certain other features of the Company’s capital structure must be true and correct in all respects (except for such inaccuracies as are de minimis in the aggregate), in each case both when made and at and

113

TABLE OF CONTENTS

as of the Closing Date, as if made at and as of such date (except to the extent expressly made as of an earlier date, in which case as of such date);

•

the Company’s representation and warranty contained in the merger agreement related to the absence of a material adverse effect on the Company since December 31, 2024, through the date of the merger agreement must be true and correct in all respects both when made and at and as of the Closing Date;

•

all other representations and warranties of the Company set forth in the merger agreement must be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or material adverse effect qualifiers set forth within such representations and warranties) does not have, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company;

•

Parent must have received a certificate of an executive officer of the Company stating that the conditions set forth in the bullets above have been satisfied;

•

the Company must have performed in all material respects and complied in all material respects with all agreements and covenants required to be performed or complied with by it under the merger agreement at or prior to the Closing Date. Parent must have received a certificate of an executive officer of the Company to such effect;

•

as of the Calculation Date, the Closing Revenue Run-Rate shall be at least eighty percent (80%) of the Base Date Revenue Run-Rate and Parent must have received a certificate of an executive officer of the Company to such effect; and

•

since the date of the merger agreement, there must not have been a material adverse effect on the Company. Parent must have received a certificate of an executive officer of the Company to such effect.

Conditions to the Company’s Obligations

The obligations of the Company to effect the merger are subject to the satisfaction of, or waiver by the Company on or prior to the Closing Date, of the following additional conditions:

•

each of Parent’s and Merger Sub’s representations and warranties contained in the merger agreement related to (i) each of Parent’s and Merger Sub’s organization, good standing and corporate power to conduct its business; (ii) each of Parent and Merger Sub having all corporate power and having taken all corporate action necessary to execute, deliver and perform its obligations under the merger agreement and to consummate the merger, subject only to the Company obtaining the Required Company Vote; (iii) brokers, and (iv) certain determinations and approvals of the board of directors of Parent in connection with the merger agreement and the transactions contemplated by the merger agreement, including the merger must be true and correct in all material respects, in each case both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date);

•

each of Parent’s representations and warranties contained in the merger agreement related to ownership of the Shares and the capital structure of Merger Sub must be true and correct in all respects (except for such inaccuracies as are de minimis in the aggregate), in each case both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date);

•

all other representations and warranties of Parent and Merger Sub set forth in the merger agreement must be true and correct both when made and at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to materiality or material adverse effect qualifiers set forth within such representations and warranties) does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (as defined in the merger agreement);

114

TABLE OF CONTENTS

•

the Company must have received a certificate of an executive officer of Parent stating that the conditions set forth in the bullets above have been satisfied; and

•

Parent must have performed in all material respects and complied in all material respects with all agreements and covenants required to be performed or complied with by it under the merger agreement at or prior to the Closing Date. The Company must have received a certificate of an executive officer of Parent to such effect.

Termination of the Merger Agreement

Termination Rights Exercisable by Either Parent or the Company

The merger agreement may be terminated, and the merger may be abandoned at any time prior to the Effective Time by action taken or authorized by the board of directors of the terminating party (and, in the case of the Company, upon the recommendation of the Special Committee) by:

•

mutual written consent of Parent and the Company;

•

either the Company or the Parent if the Effective Time has not occurred on or before the Termination Date, provided that the Termination Date will be automatically extended (i) on or prior to such date, in each case, for forty-five days following the original Termination Date (as so extended, the “Extended Termination Date”) if all conditions to the Closing (other than certain conditions related to regulatory approvals and client consents listed in the merger agreement) are satisfied or waived or are capable of then being satisfied; provided, further, that the Extended Termination Date will be further automatically extended on or prior to the Extended Termination Date, in each case, for forty-five days following the Extended Termination Date (as so extended, the “Further Extended Termination Date”) if all conditions to the Closing (other than these same conditions related to regulatory approvals and client consents) are satisfied or waived or are capable of then being satisfied; and (ii) to the date that is seven business days after the expiration of the Marketing Period (as defined in the merger agreement) if the Marketing Period has commenced but not yet been completed as of the close of business on the seventh business day immediately prior to the Termination Date; and further provided that the right to terminate the merger agreement under this bullet point will not be available to any party whose failure to fulfill any obligation under the merger agreement is the primary cause of the failure of the Effective Time to occur on or before the Termination Date and such action or failure to perform constitutes a breach of the merger agreement;

•

either the Company or the Parent if any governmental entity has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting or making illegal the transactions contemplated by the merger agreement, and such order, decree, ruling or other action has become final and nonappealable; provided that (x) the party seeking to terminate shall have used the level of efforts to remove such restraint as required by the merger agreement and (y) the right to terminate the merger agreement under this bullet will not be available to any party whose breach of the merger agreement results in the imposition of such order, decree or ruling or failure of such order, decree or ruling to be resisted, resolved or lifted; or

•

either the Company or the Parent if the approval by the shareholders of the Company required for the consummation of the merger has not been obtained by reason of the failure to obtain the Required Company Vote at the special meeting (or any adjournment or postponement of the special meeting).

Janus Henderson Termination Rights

The Company may also terminate the merger agreement and abandon the merger at any time prior to the Effective Time, by action taken or authorized by the Board if (upon the recommendation of the Special Committee):

•

the Company enters into an alternative acquisition agreement that the Board (acting on the recommendation of the Special Committee) determines is a superior proposal and after consultation with its financial advisors and outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties or standards of conduct of the Board under applicable law,

115

TABLE OF CONTENTS

subject to the restrictions in the “acquisition proposals” and the “effect of termination” provisions in the merger agreement (as described in sections “— Restriction on Solicitation of Competing Proposals” and “— Expenses; Termination Fees,” respectively);

•

there has been a breach of any representation, warranty, covenant or agreement on the part of Parent or Merger Sub contained in the merger agreement such that the conditions set forth in “— Conditions to Each Party’s Obligations — Conditions to the Company’s Obligations” above would not be satisfied and such breach is not curable, or (other than an intentional breach by Parent of certain material covenants) if such breach is curable, such breach must not have been cured prior to the earlier of (i) thirty days following notice of such breach and (ii) the Termination Date; provided that the Company will not have the right to terminate the merger agreement if the Company is then in material breach of any of its representations, warranties, covenants or agreements contained in the merger agreement; or

•

(i) all the closing conditions applicable to the Company have been and continue to be satisfied or, to the extent permitted by applicable law, waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing were to occur); (ii) Parent and Merger Sub have failed to consummate the merger on or prior to the date the Closing should have occurred pursuant to the merger agreement; (iii) the Company has irrevocably confirmed to Parent in writing at least three business days prior to such termination that the Company is ready, willing and able to consummate the Closing on such date of confirmation and at all times during the three business day period immediately thereafter; and (iv) Parent and Merger Sub have failed to consummate the Closing within three business days after the receipt of such irrevocable confirmation pursuant to the preceding clause (iii).

Parent Termination Rights

Parent may also terminate the merger agreement and abandon the merger at any time prior to the Effective Time if:

•

prior to the receipt of the Required Company Vote, the Board has made a change in recommendation or has approved or recommended an acquisition proposal (or the Board, acting on the recommendation of the Special Committee, has resolved to do any of the foregoing);

•

the Company has failed to call or hold the special meeting pursuant to the terms of the merger agreement;

•

the Company has committed an intentional breach of any of its material non-solicitation obligations as set forth in the section entitled “— Restriction on Solicitation of Competing Proposals” above; or

•

there has been a breach of any representation, warranty, covenant or agreement on the part of the Company contained in the merger agreement such that the conditions set forth in the subsection entitled “— Conditions to Each Party’s Obligations — Conditions to the Parent’s and Merger Sub’s Obligations” above would not be satisfied and such breach is not curable or, if such breach is curable, such breach is not cured prior to the earlier of (i) thirty days following notice of such breach and (ii) the Termination Date; provided that Parent will not have the right to terminate the merger agreement if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements contained in the merger agreement.

Effect of Termination

If the merger agreement is terminated by either the Company or Parent, the merger agreement will become void and there will be no liability or obligation on the part of Parent, Merger Sub or the Company or their respective partners, members, managers, shareholders, employees, affiliates, agents, officers, directors or other representative of such party to the other parties, except with respect to the confidentiality agreement, the guarantee and certain obligations related to financing cooperation set forth in the merger agreement; provided, however, that no termination will relieve:

116

TABLE OF CONTENTS

•

the parties’ respective obligations in respect of the termination fees, as described below under the section entitled “— Expenses; Termination Fees”; and

•

the parties from any liability or damages incurred or suffered by a party to the extent such liability or damages were the result of fraud or any intentional breach of any covenant or agreement in the merger agreement occurring prior to termination (in each case, which may be pursued only by the party through actions expressly approved by that party’s board of directors, as applicable); provided that, if the termination fee is paid by the Company to Parent or if the reverse termination fee is paid by Parent to the Company, the payment of such fee (along with reimbursement for certain associated enforcement expenses) shall be the sole and exclusive remedy of the recipient, its subsidiaries, direct and indirect shareholders or equityholders and affiliates and its and their respective representatives against such paying party or any of its representatives or affiliates.

Expenses; Termination Fees

All fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will generally be borne by the party that incurs such fees and expenses, except that (i) expenses incurred in connection with this proxy statement and the Schedule 13E-3 will be shared equally by Parent and the Company, and (ii) Parent will be responsible for the payment of all filing fees payable to any governmental entity with respect to seeking approval pursuant to the merger agreement.

The Company has agreed to pay Parent a termination fee of either $297,130,000 or $222,850,000 (depending on whether the Expense Reimbursement becomes payable by the Company) (the “termination fee”) if:

•

Parent terminates prior to the receipt of the Required Company Vote if there has been a change in recommendation by the Board or if the Board has approved or recommended an acquisition proposal (or the Board, upon the recommendation of the Special Committee, resolves to do any of the foregoing);

•

Parent terminates in connection with the Company’s failure to call or hold the special meeting pursuant to the terms of the merger agreement;

•

Parent terminates because of the Company’s intentional breach of its material non-solicitation obligations as described in the section entitled “— Restriction on Solicitation of Competing Proposals”; or

•

Parent or the Company terminates because (i) the Effective Time has not occurred on or before the Termination Date (it being understood the Termination Date may be extended under certain circumstances as described in the merger agreement) solely if Required Company Vote has not been obtained; (ii) at or prior to the time of the special meeting a bona fide written acquisition proposal has been publicly disclosed or announced and not withdrawn prior to the special meeting; and (iii) within twelve (12) months following the termination of the merger agreement, the Company enters into a definitive agreement with respect to, or consummates, an acquisition proposal.

If either the Company or Parent terminates the merger agreement due to the failure of the Company to obtain the Required Company Vote, then the Company will pay to Parent, as promptly as reasonably practicable (and, in any event, within two business days following the Parent’s delivery of an invoice) any and all reasonable and documented out-of-pocket fees and expenses actually incurred by or on Parent’s behalf in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of the merger agreement and the transactions contemplated thereby, up to an amount not to exceed $111,420,000 (the “Expense Reimbursement”). If the Expense Reimbursement is paid or becomes payable then the termination fee will be $222,850,000.

If the Company terminates the merger agreement due to (i) a breach of any representation, warranty, covenant or agreement on the part of Parent or Merger Sub contained in the merger agreement such that the conditions set forth in “— Conditions to Each Party’s Obligations — Conditions to the Company’s Obligations” above would not be satisfied and such breach is not curable, or (other than an intentional breach by Parent of certain material covenants) if such breach is curable, such breach was not cured prior to the

117

TABLE OF CONTENTS

earlier of (A) thirty days following notice of such breach and (B) the Termination Date or (ii) the failure of Parent and Merger Sub to consummate the merger after satisfaction or waiver of all conditions to closing following the procedures described above, Parent will be required to pay the Company a reverse termination fee equal to $222,850,000. In no event will the Company or Parent be obligated to pay a termination fee or reverse termination fee, respectively, on more than one occasion.

Miscellaneous

Specific Performance

The parties are entitled to an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement, in addition to any other remedy to which either party is entitled under the merger agreement, including in connection with the specific performance of Parent’s and Merger Sub’s obligations to cause the equity financing to be funded at Closing. Each of the parties agrees that it will waive any defense in any action for specific performance that a remedy at law would be adequate. The right of the Company to obtain specific performance (or any other equitable relief) of Parent’s and Merger Sub’s obligation to consummate the Closing are subject to additional requirements related to (i) the satisfaction or waiver of all conditions described in the section titled “— Conditions to Each Party’s Obligations” and “— Conditions to Parent’s and Merger Sub’s Obligations” have been satisfied or waived (other than those that by their nature are to be satisfied at the Closing, but which are capable of being satisfied at the Closing) and Parent fails to consummate the Closing by the date the Closing should have occurred pursuant to the merger agreement; (ii) the debt financing and the preferred equity financing (or, if applicable, alternative financing) have been funded or will be funded in full at the Closing if the equity financing and the Exchange (as defined in the Voting and Rollover Agreement) and contributions contemplated thereby are consummated at the Closing and (iii) the Company has irrevocably confirmed in writing to Parent that if specific performance is granted and the debt financing and the preferred equity financing is funded, then the Company stands ready, willing and able to consummate the Closing and Parent and Merger Sub have failed to consummate the Closing within three business days following receipt of such confirmation from the Company; provided that the Company remains ready, willing and able to consummate the Closing during such three business day period.

Amendment of the Merger Agreement

The merger agreement may be amended in writing by action of the boards of directors of the respective parties (and, in the case of the Company, upon the recommendation of the Special Committee) at any time before or after approval of the matters presented in connection with the merger by the shareholders of the Company, but, after any such approval, no amendment may be made that by law requires further approval by the shareholders of the Company, without approval by such holders.

Governing Law; Submission to Jurisdiction; No Jury Trial

The merger agreement is governed by Delaware law (other than the statutory and fiduciary and other duties of the directors of the Company and the implementation and effects of the Merger which are governed by the laws of Jersey). Each of the parties to the merger agreement has irrevocably agreed that any legal action or proceeding with respect to the merger agreement and the rights and obligations arising under the merger agreement, or for recognition and enforcement of any judgment in respect of the merger agreement and the rights and obligations arising under the merger agreement brought by the other party(ies) to the merger agreement or its successors or assigns must be brought and determined exclusively in the Delaware Court of Chancery, or in the event that such court does not have subject matter jurisdiction over such action or proceeding, in the U.S. District Court for the District of Delaware, subject always to the Royal Court of Jersey having exclusive jurisdiction in respect of any application brought pursuant to Article 127FB(1) and Article 127FE(2)(b) of the Companies Law. In addition, each of the parties to the merger agreement has irrevocably and unconditionally waived any right to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to the merger agreement and any of the agreements delivered in connection with the merger agreement or the transactions contemplated by the merger agreement (including in connection with the debt financing and debt commitment letter).

118

TABLE OF CONTENTS

VOTING AND ROLLOVER AGREEMENT

This section describes the material terms of the Voting and Rollover Agreement, dated December 21, 2025, by and among the Company, Trian Partners AM Holdco II, Ltd., a Cayman Islands exempted company with limited liability (the “Trian Shareholder”), Jupiter Topco LLC, a Jersey limited liability company (“Topco”), Jupiter Acquisition Limited, a private limited company incorporated under the laws of Jersey and a wholly owned subsidiary of Topco (“Midco”) and Parent, a wholly owned subsidiary of Midco (the “Voting and Rollover Agreement”). The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Voting and Rollover Agreement, a copy of which is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the Voting and Rollover Agreement. You are encouraged to read the Voting and Rollover Agreement carefully and in its entirety.

In connection with the execution of the merger agreement, and as a condition to the Company’s willingness to enter into the merger agreement, the Trian Shareholder entered into the Voting and Rollover Agreement with the Company. Based on information provided by the Trian Shareholder to the Company as of the date of the Voting and Rollover Agreement, the Trian Shareholder beneficially owned, in the aggregate, 31,867,800 Shares. The Trian Shareholder’s ownership of Shares is described in more detail on Schedule A to the Voting and Rollover Agreement which is attached as Annex B to this proxy statement.

The Trian Shareholder has agreed on the terms and subject to the conditions set forth in the Voting and Rollover Agreement, to vote its Shares (representing approximately 20.7% of the outstanding Shares as of the measurement date) as follows:

(i)

in favor of the approval and adoption of the merger agreement (including the merger);

(ii)

against any action or agreement that has or would be reasonably likely to result in a material breach of any representation, warranty, covenant or agreement of the Company under the merger agreement;

(iii)

against any acquisition proposal, without regard to the terms of such acquisition proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the merger agreement or in competition or inconsistent with the merger agreement and the other transactions contemplated by the merger agreement, including the merger;

(iv)

against any amendments to the Company’s organizational documents if such amendment would reasonably be expected to prevent or materially delay the consummation of the Closing;

(v)

against any other action or agreement that is intended, or could reasonably be expected, to materially impede, materially interfere with, materially delay, or postpone the merger or the transactions contemplated by the merger agreement; and

(vi)

in favor of any proposal to adjourn or postpone any meeting of the shareholders of the Company at which the matters described in the preceding clause (i) are submitted for the consideration and vote of the shareholders of the Company to a later date if there are not sufficient votes for approval of such matters on the date on which the meeting is held.

Absent the prior written consent of the Company, the Trian Stockholder has agreed to not transfer or otherwise dispose of the Shares, provided that, following the receipt of the Required Company Vote, the Trian Stockholder shall be permitted to transfer an amount of Shares equal to the difference between the Shares and the rollover shares.

The Trian Shareholder has also agreed, on the terms and subject to the conditions set forth in the Voting and Rollover Agreement that it will, on the Closing Date and immediately prior to the Effect Time (the “Exchange Time”) contribute, assign, transfer, convey and deliver (or cause to be contributed, assigned, transferred, conveyed and delivered) to Topco (or its designee) all of the rollover shares (equal to a minimum of 24,750,000 Shares, that would be converted into the right to receive $1,212,750,000 in cash as a result of the transaction contemplated in the merger agreement), free and clear of any and all liens (including any restriction on the right to vote, sell or otherwise dispose of the rollover shares), except as may exist by reason

120

TABLE OF CONTENTS

of the Voting and Rollover Agreement, the merger agreement and applicable securities laws, in exchange for the issuance by Topco to the Trian Shareholder of, at the Exchange Time, a number of newly issued Class A-2 equity interests of Topco with an aggregate value equal to $1,212,750,000 (the “Exchange”); provided that nothing in the Voting and Rollover Agreement will affect the Trian Shareholder’s right to receive $49.00 per Share merger consideration for any Shares that are not rollover shares.

Topco has agreed that, immediately following the Exchange, in exchange for the issuance by Midco to Topco of the Midco Shares, Topco will contribute, assign, transfer, convey and deliver (or cause to be contributed, assigned, transferred, conveyed and delivered) to Midco (or its designee) (i) all of the rollover shares, free and clear of any and all liens (including any restriction on the right to vote, sell or otherwise dispose of the rollover shares), except as may exist by reason of the Voting and Rollover Agreement, the merger agreement and applicable securities laws, and (ii) the cash Topco received pursuant to the Topco Cash Contribution.

Midco has agreed that, immediately following the Exchange, in exchange for the issuance by Parent to Midco of the Parent Shares, Midco will contribute, assign, transfer, convey and deliver (or cause to be contributed, assigned, transferred, conveyed and delivered) to Midco (or its designee) (i) all of the rollover shares, free and clear of any and all liens (including any restriction on the right to vote, sell or otherwise dispose of the rollover shares), except as may exist by reason of the Voting and Rollover Agreement, the merger agreement and applicable securities laws, and (ii) the cash Topco received pursuant to the Midco Contribution.

The obligation of the Trian Shareholder to consummate the Exchange at the Exchange Time is subject to the satisfaction (or waiver by the Trian Shareholder in writing) of the following conditions: (a) the satisfaction or waiver of the conditions precedent to the obligations of Parent and Merger Sub to effect the Closing; (b) the prior or substantially concurrent funding of the equity financing, preferred equity financing and the debt financing (or any alternative financing) and the Exchange and contributions contemplated above pursuant to the Voting and Rollover Agreement are consummated; and (c) the substantially concurrent consummation of the Closing on the terms and subject to the conditions of the merger agreement.

These voting obligations are subject to certain exceptions, including a change in recommendation by the Board in accordance with the terms of the merger agreement. The Voting and Rollover Agreement will terminate upon the earliest to occur of (i) the mutual written agreement of the Company, the Trian Shareholder and Parent to terminate the Voting and Rollover Agreement, (ii) the Effective Time and (iii) the termination of the merger agreement in accordance with its terms. A copy of the Voting and Rollover Agreement is attached to this proxy statement as Annex B and is incorporated by reference herein in its entirety.

121

TABLE OF CONTENTS

DISSENTERS’ RIGHTS AND RIGHTS OF OBJECTING SHAREHOLDERS

Shareholders are not entitled to appraisal rights or other similar rights in connection with the merger or any of the transactions contemplated by the merger agreement.

Pursuant to Article 127FB of the Companies Law, following the approval by the Company shareholders of the merger at the special meeting, any Company shareholder has the right to apply to the Royal Court of Jersey on the grounds that the merger would unfairly prejudice their interests. An application to the Royal Court of Jersey objecting to the merger may not be made (i) more than twenty-one days after the merger has been approved by the Company shareholders at the special meeting or (ii) by a Company shareholder if such shareholder voted in favor of the merger. The Companies Law does not preclude a member who fails to vote their Shares on the merger proposal from making such an application. In view of this, dissenters and abstainers may bring such an application to court.

122

TABLE OF CONTENTS

IMPORTANT INFORMATION REGARDING JANUS HENDERSON

Company Background

Janus Henderson, a company incorporated in Jersey, is an independent global asset manager, specializing in investment management across all major asset classes. Janus Henderson’s mission is to help clients define and achieve superior financial outcomes through differentiated insights, disciplined investments and world-class service. Through its predecessor companies, Janus Henderson traces its linage back to 1934 when Henderson Group plc was founded. Janus Henderson is a client-focused global business with more than 2,000 employees worldwide and assets under management of approximately $493 billion as of December 31, 2025. Janus Henderson has operations in North America, the United Kingdom, continental Europe, Latin America, Japan, Asia and Australia. Janus Henderson manages a broad range of investment products for institutional and retail investors across four capabilities: Equities, Fixed Income, Multi-Asset and Alternatives. Janus Henderson’s ordinary shares, $1.50 per share par value, are listed on the NYSE and trade under the symbol “JHG.” As of January 23, 2026 (the “measurement date”), the most recent practicable date prior to this proxy statement, there were 154,075,608 Shares outstanding. Janus Henderson’s principal executive offices are located at 201 Bishopsgate, London EC2M 3AE, United Kingdom. Janus Henderson’s telephone number is +44 (0) 20 7818 1818 and its corporate website is www.janushenderson.com. The information provided on its website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to its website in this proxy statement.

Directors and Executive Officers

The Janus Henderson Board currently consists of eleven members. The persons listed below are Janus Henderson’s directors and named executive officers as of the date of this proxy statement. The merger agreement provides, however, that the initial directors of the Surviving Company immediately following the merger will be Ali Dibadj, Sukh Grewal and Michelle Rosenberg. The merger agreement provides that the officers of Janus Henderson immediately prior to the Effective Time will be the initial officers of the Surviving Company immediately following the merger. Following the merger, each named executive officer will serve until a successor is elected or appointed and qualified or until the earlier of his or her death, resignation or removal, as the case may be.

There are no family relationships among any of Janus Henderson’s directors or named executive officers. During the past five years, neither Janus Henderson nor any of Janus Henderson’s directors or named executive officers listed below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, during the past five years, neither Janus Henderson nor any of Janus Henderson’s directors or named executive officers listed below has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. The ages given below are as of January 30, 2026. Each of the individuals listed below can be reached at c/o Janus Henderson Group plc, 151 Detroit Street Denver, Colorado 80206.

124

TABLE OF CONTENTS

Name	Age	Current Position and Office	Citizenship
John Cassaday	72	Chairman of the Board of Directors	Canada
Ali Dibadj	50	Director, Chief Executive Officer	United States
Brian Baldwin	43	Director	United States
Kalpana Desai	58	Director	United Kingdom
Kevin Dolan	72	Director	Ireland
Eugene Flood Jr.	70	Director	United States
Josh Frank	47	Director	United States
Alison Quirk	64	Director	United States
Leslie F. Seidman	63	Director	United States
Angela Seymour-Jackson	59	Director	United Kingdom
Anne Sheehan	69	Director	United States
Roger Thompson	58	Chief Financial Officer	United Kingdom
William Cassidy	55	Chief Technology Officer	United States
Michelle Rosenberg	52	Chief Administrative Officer and General Counsel	United States

Executive Officers

Below is information about Janus Henderson’s named executive officers.

Ali Dibadj is Chief Executive Officer of Janus Henderson and has been an executive director of Janus Henderson since June 2022. Mr. Dibadj leads the firm’s Executive Committee and is responsible for the strategic direction and overall day-to-day management of Janus Henderson. Before joining Janus Henderson, Mr. Dibadj held a number of roles at AllianceBernstein (AB), most recently as Chief Financial Officer and Head of Strategy from 2021 to 2022. Prior to that, he served in overlapping roles as Head of Finance and Strategy from 2020 to 2021 and Equities Portfolio Manager and Senior Analyst from 2017 to 2022, and as Senior Analyst from 2006 to 2020. Prior to AB, Mr. Dibadj spent almost a decade in management consulting at McKinsey & Company and Mercer, and he worked for the law firm Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Dibadj currently serves as a director and member of the Audit and Sustainability Committees for Sysco Corporation. Mr. Dibadj has a BS (magna cum laude) in engineering sciences with a specialization in electrical engineering from Harvard College and a JD (cum laude) with a focus on law and business from Harvard Law School.

Roger Thompson is Chief Financial Officer at Janus Henderson Investors, a position he has held since 2013. He is also a member of the Executive Committee. Roger joined Henderson from J.P. Morgan Asset Management, where most recently he was global chief operating officer; previously, he was head of U.K. and prior to that was international CFO. Roger had a broad range of roles at J.P. Morgan and worked in Tokyo, Singapore, and Hong Kong. He trained as an accountant with PricewaterhouseCoopers. Roger graduated with a BA degree (Hons) in accountancy and economics from Exeter University. He is a chartered accountant and has 30 years of financial industry experience.

William Cassidy is Chief Technology Officer at Janus Henderson Investors, a position he has held since 2024. He is responsible for all aspects of the global technology program, including developing future technology strategy and fostering innovation across the firm. He is a member of the Janus Henderson Executive Committee and the Strategic Leadership Team. Prior to joining the firm, Bill held several roles at New York Life Insurance Company from 2018, most recently as senior vice president, global chief information officer from 2021. Before that, he was global head of reference data at Och-Ziff Capital Management (now Sculptor Capital Management) from 2014 and served as managing director, chief information officer from 2015. Previously, Bill was managing director and global head of data and index services at BlackRock for fourteen years. Earlier, he was senior development manager, back office platforms at Western Asset Management Company from 1999. He began his career as an analyst at Goldman Sachs in 1992 and became vice president, information technology in 1997. William received a bachelor of science

125

TABLE OF CONTENTS

degree in computer mathematics with a minor in economics from Long Island University, graduating magna cum laude. He has 32 years of financial industry experience.

Michelle Rosenberg is Chief Administrative Officer and General Counsel at Janus Henderson Investors. Previously, she was senior vice president, head of legal, North America from 2017 and became general counsel and company secretary in 2018 before assuming her current role in 2024. Before this, Michelle was deputy general counsel of Janus Capital Group. In her current role, she is responsible for global oversight of the Legal, Corporate Communications, Brand, Creative and Digital, Corporate Marketing, Client Experience, Corporate Affairs, Internal Audit, and Corporate Secretariat teams. She is President and Chief Executive Officer of the Janus Investment Fund and the Janus Aspen Series. She represents Janus Henderson with global regulators and industry groups and serves several management committees, including Janus Henderson’s Executive Committee and the Diversity, Equity & Inclusion Committee. She also sits on the Board of Trustees for Bates College and is a member of the Board of Directors for ICI Mutual Insurance Company. Earlier, Michelle worked at Fidelity Management & Research Company supporting legal initiatives, including investment advisory and investment company issues. Michelle received a BA degree from Bates College and a Juris Doctor from the University of Florida, Levin College of Law. She has 26 years of financial industry experience.

Non-Employee Directors

Below is information about Janus Henderson’s non-employee directors.

John Cassaday has been a non-executive director of Janus Henderson since November 2022 and became Chair in December 2022. Mr. Cassaday is currently a member of the Governance and Nominations Committee. Mr. Cassaday served as President and Chief Executive Officer of Corus Entertainment Inc. from its inception in 1999 until his retirement in 2015. Before Corus, he held various executive roles, including Executive Vice President of Shaw Communications, President and Chief Executive Officer of CTV Television Network, and President of Campbell Soup Company in Canada and the United Kingdom. He served as Lead Independent Director, Chair of the Nominating, Governance, and Compensation Committee, and as a member of the Audit Committee for Spin Master Corp from 2015 to 2018; as Chair of the Leadership Development and Compensation Committee and member of the Nominating and Corporate Governance and Executive Committees for Sysco Corp. from 2004 to 2022; as Chair of the Compensation Committee for Irving Oil from 2009 to 2022; as Chair of the Board and member of the Corporate Governance and Nominating Committee for Manulife Financial Corp, a Canadian multi-national insurance company and financial services provider, from 1993 to 2023; and as a non-executive director and member of the Audit, Human Resources and Compensation, and Nominating and Corporate Governance Committees of Sleep Country Canada Holdings Inc. from 2015 to 2024. Mr. Cassaday currently serves as a director for Rival Group Inc. Mr. Cassaday has a BA from the University of Western Toronto and an MBA from the Rotman School of Management of the University of Toronto.

Brian Baldwin has been a non-executive director of Janus Henderson since November 2022. Mr. Baldwin is currently a member of the Governance and Nominations Committee. Mr. Baldwin is a Partner and a member of the Investment Committee at Trian since June 2023 and has been a member of Trian’s Investment Team since August 2007 where he has worked on all of Trian’s investments in the asset management and financial services sector and served as Senior Analyst until June 2023. Prior to joining Trian, Mr. Baldwin was an analyst at Merrill Lynch Global Private Equity from 2005 to 2007. From 2018 to 2020, he served as a director and member of the Compensation and Governance Committees of nVent Electric plc (formerly the electrical business of Pentair plc before becoming a standalone public company). Mr. Baldwin currently serves as a non-executive director and member of the Nomination and Renumeration Committees of Rentokil Initial plc. Mr. Baldwin has a BS (summa cum laude) from The Wharton School at the University of Pennsylvania.

Kalpana Desai has been a non-executive director of Janus Henderson since May 2017. Ms. Desai was a non-executive director of Henderson Group from October 2015 to May 2017 and is currently the Chair of the Governance and Nominations Committee and a member of the Audit Committee. Ms. Desai was Chief Executive Head of Macquarie Capital Asia, the Investment Banking Division of Macquarie Group Limited, from 2009 to 2013. Prior to this, she was Head of the Asia-Pacific Mergers & Acquisitions group and a Managing Director in the Investment Banking division of Bank of America Merrill Lynch in Hong

126

TABLE OF CONTENTS

Kong from 2001 to 2009, having joined the firm in 1997. Earlier in her career, Ms. Desai worked in the Corporate Finance divisions of Barclays de Zoete Wedd (now part of Citigroup) in London and Hong Kong and at Schroders in London, as well as the Financial Services division of PricewaterhouseCoopers in London. She was a member of the Takeovers and Mergers Panel of the Securities and Futures Commission in Hong Kong from 2007 to 2014, a non-executive director of Canaccord Genuity Group Inc., headquartered in Canada, from 2013 to 2019, and a non-executive director of UK Government Investments, a UK government company owned by His Majesty’s Treasury from 2022 to 2025. Ms. Desai currently serves as a non-executive director and member of the Audit and Sustainability Committees of Pacific Basin Shipping Limited. Ms. Desai has a BSc in economics from the London School of Economics and Political Science, qualified as a Chartered Accountant at PricewaterhouseCoopers in London in 1991, and is a Fellow of the Institute of Chartered Accountants of England and Wales. She holds a Corporate Director Certificate from Harvard Business School.

Kevin Dolan has been a non-executive director of Janus Henderson since May 2017. Mr. Dolan was a non-executive director of Henderson Group from September 2011 to May 2017 and is currently a member of the Audit Committee and Governance and Nominations Committee. Mr. Dolan has been in the financial services industry for 37 years and has held a number of senior executive positions, including as Chief Executive of La Fayette Investment Management in London from 2006 to 2009, Chief Executive of the Asset Management division of Bank of Ireland Group from 2004 to 2007, and Chief Executive of Edmond de Rothschild Asset Management from 2001 to 2004. Earlier in his career, he spent nine years with the AXA Group where he was Chief Executive Officer of AXA Investment Managers Paris and Global Deputy Chief Executive Officer of AXA Investment Management. Mr. Dolan was a director of Meeschaert Gestion Privée in Paris until 2015, is the founding partner of Anafin LLC, and a senior advisor to One Peak Partners. Mr. Dolan has a BSc in business administration from Georgetown University.

Eugene Flood Jr. has been a non-executive director of Janus Henderson since May 2017. Mr. Flood was a non-executive director of Janus Capital Group from January 2014 to May 2017 and is currently the Chair of the Risk Committee and a member of the Human Capital and Compensation Committee. Mr. Flood was Executive Vice President of TIAA-CREF from 2011 until his retirement in 2012, serving on the CREF Board of Trustees and the TIAA-CREF Mutual Fund Board of Trustees for seven years, including as Chair of the Investment Committee. Prior to joining TIAA-CREF in 2011, he spent 12 years with Smith Breeden Associates, a North Carolina-based fixed income asset manager, as President and Chief Executive Officer. Earlier in his career, Mr. Flood held a range of trading and investment positions with Morgan Stanley from 1987 to 1999 and was an Assistant Professor of Finance at Stanford Business School from 1982 to 1987. Mr. Flood served as a trustee of the Financial Accounting Foundation from 2016 to 2020 and as a director of the Foundation for the Carolinas from 2012 to 2015. Mr. Flood has served as Chair of the Advisory Board for the Institute for Global Health and Infectious Diseases at the University of North Carolina Chapel Hill since 2014; as a director of the Research Corporation for Science Advancement since 2015; as a member of the board of Grubb Properties since 2022; and as a senior advisor to 33 Capital Management since 2023. Mr. Flood has also served as an independent director and member of the Risk Committee of First Citizens Bancshares since 2023 and Chair of both its Trust and Technology Committees since 2025. Mr. Flood has a BA in economics from Harvard University and a PhD in economics from the Massachusetts Institute of Technology.

Josh Frank has been a non-executive director of Janus Henderson since June 2023. Mr. Frank is currently a member of the Human Capital and Compensation Committee and the Risk Committee. Mr. Frank is a Partner at Trian Fund Management, L.P. a has been a member of the Investment Committee since June 2023. He previously served as Trian’s Co-Head of Research from 2020 to 2023 and has been a member of Trian’s investment team since Trian’s inception in 2005. From 2003 to 2007, Mr. Frank was an Associate, Corporate Development at Triarc Companies, Inc. Prior to joining Triarc, Mr. Frank worked at Credit Suisse First Boston in both the Mergers & Acquisitions and Healthcare investment banking groups. Mr. Frank served as a director of Sysco Corporation from 2015 to 2021, where, during his tenure, he served on its Compensation and Leadership Development and Audit Committees. Mr. Frank currently serves as a director of The Magnum Ice Cream Company. Mr. Frank has a BA (cum laude) in economics from Yale University.

Alison Quirk has been a non-executive director of Janus Henderson since November 2022. Ms. Quirk is currently the Chair of the Human Capital and Compensation Committee and a member of the Risk

127

TABLE OF CONTENTS

Committee. Before retiring from State Street Corporation in 2017, Ms. Quirk held several executive roles beginning in 2002, including Executive Vice President, Chief Human Resources and Corporate Citizenship Officer, and as a member of the Management Committee, which was the company’s senior-most strategy and policy-making group. She served as a director of Boston Financial Data Services from 2009 to 2017; as an independent director, Chair of the Compensation Committee, and member of the Finance and Nominating and Governance Committees of Legg Mason Global Asset Management, a diversified asset management firm, from 2017 to 2020; and as a member of the Independent Compliance Committee of Wynn Resorts from 2021 to 2024. Ms. Quirk currently serves as an independent director, Chair of the Compensation Committee, and member of the Governance Committee of Clean Harbors Inc. Ms. Quirk has a BA from the University of New Hampshire.

Leslie F. Seidman has been a non-executive director of Janus Henderson since June 2023. Ms. Seidman is currently the Chair of the Audit Committee and a member of the Governance and Nominations Committee. Ms. Seidman has over 30 years of experience in the accounting profession, serving as a member of the Financial Accounting Standards Board (FASB) from 2003 to 2013 and as Chair for approximately the last three years of her term. Earlier in her career, she was an auditor for Arthur Young & Co. (now EY), served as Vice President of Accounting Policy and in other roles at J.P. Morgan & Company, Inc. (now JPMorgan Chase), as a member of the FASB staff, and was the founder and managing member of a financial reporting consulting firm that served global financial institutions, law firms, and accounting firms from 1999 to 2003. From 2014 to 2019, Ms. Seidman served as Public Governor of the Financial Industry Regulatory Authority and as an independent director of General Electric from 2018 to 2023, where she served as Chair of the Audit Committee. Currently, she serves as an independent director of Moody’s Corporation, where she serves as Chair of the Governance and Nominating Committee and sits on the Audit Committee (past Chair) and the Executive Committee. Ms. Seidman, a certified public accountant and audit committee financial expert, has earned certifications in cybersecurity and ESG oversight, a BA in English (cum laude) from Colgate University, and an MS in accounting from the New York University Stern School of Business.

Angela Seymour-Jackson has been a non-executive director of Janus Henderson since May 2017. Ms. Seymour-Jackson was a non-executive director of Henderson Group from January 2014 to May 2017 and is currently a member of the Human Capital and Compensation Committee and the Risk Committee. She also chairs Janus Henderson UK (Holdings) Limited (the UK parent financial holding company of the legacy Henderson Group) and Janus Henderson Investors UK Limited (a regulated entity). Ms. Seymour-Jackson has over 30 years of experience in retail financial services. Over the course of her career, she has held various executive leadership roles at Norwich Union Insurance, General Accident Insurance, CGU plc, and Aviva. She was Chief Executive Officer of RAC Motoring Services Limited from 2010 until 2012 before joining Aegon UK in 2012 as Managing Director of the Workplace Solutions division from 2012 to 2016. Ms. Seymour-Jackson was a senior advisor to Lloyds Banking Group (insurance) from 2016 to 2017 and a non-executive director of Rentokil Initial plc from 2012 to 2021. She currently serves as a non-executive director and member of the Audit and Risk, Nomination, Remuneration, and Responsibility Committees of Future plc as well as Chair of Future’s subsidiary entity, GoCompare; as Chair of the board and Chair of the Nomination Committee of Page Group plc; as senior independent director, Chair of the Remuneration Committee, and member of the Audit and Risk and Nominations Committees of Trustpilot Group plc; and as Deputy Chair of Pikl, a startup insurance business. Ms. Seymour-Jackson has a BA (honors) in French and European studies from the University of East Anglia, a diploma from the Chartered Institute of Marketing, and an MSc in marketing.

Anne Sheehan has been a non-executive director of Janus Henderson since November 2022. Ms. Sheehan is currently a member of the Audit Committee and Governance and Nominations Committee. Ms. Sheehan served as the Director of Corporate Governance for the California State Teachers’ Retirement System (CalSTRS), the largest educator-only public pension fund in the world, from 2008 to 2018, where she managed a $4 billion portfolio in public equity investments and was responsible for preparing and overseeing financial statements for the portfolio. She also served as the Chair of the U.S. Securities and Exchange Commission’s Investor Advisory Committee from 2012 to 2020, as a member and then Co-Chair of the NASDAQ Listing and Hearings Council from 2010 to 2015, as an independent director for Cohn Robbins Holdings Corp from 2020 to 2022, and a Stakeholder Advisory Committee member for Wells Fargo from 2016 to 2023. Currently, she serves as Chair of the Nominating and Governance Committee and member of the Human Capital and Compensation Committee for Victoria’s Secret & Co. Ms. Sheehan is a founder of the

128

TABLE OF CONTENTS

Investor Stewardship Group, serves on the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware, is a member of the Advisory Board of Rock Center for Corporate Governance of Stanford Law School, and a senior advisor at PJT Camberview. Ms. Sheehan has a BA in political science and history from the University of Colorado.

Selected Historical Financial Data

Set forth below is certain selected historical consolidated financial data relating to Janus Henderson. The historical unaudited selected financial data as of and for the nine (9) month period ended September 30, 2025, and the audited selected financial data as of and for the fiscal years ended December 31, 2023 and December 31, 2024, have been taken from Janus Henderson’s consolidated financial information and statements.

This information is only a summary. The selected historical consolidated financial data as of December 31, 2023 and December 31, 2024 should be read in conjunction with Janus Henderson’s annual report on Form 10-K for the fiscal year ended December 31, 2024, and the selected historical consolidated financial data as of and for the nine (9) month period ended September 30, 2025 should be read in conjunction with Janus Henderson’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2025, each of which is incorporated by reference into this proxy statement in its entirety. More comprehensive financial information is included in such reports, including management’s discussion and analysis of financial condition and results of operations, and other documents filed by Janus Henderson with the SEC, and the following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. See the section entitled “Where You Can Find More Information.” Results of interim periods are not necessarily indicative of the results expected for a full year or for future periods.

Summary Consolidated Balance Sheets

(in US$ millions)	As of December 31, 2024		As of December 31, 2023		As of September 30, 2025
					(unaudited)
Assets:
Cash and cash equivalents		1,217.2		1,152.4		996.9
Total current assets		2,639.5		2,455.6		3,153.4
Total assets		6,963.1		6,496.6		7,614.9
Liabilities, redeemable noncontrolling interests and equity
Total current liabilities		735.0		631.0		784.3
Total liabilities		1,880.0		1,641.1		1,935.6
Total shareholders’ equity		4,718.1		4,538.1		4,908.0

129

TABLE OF CONTENTS

Summary Consolidated Statements of Operations and Comprehensive Income (Loss)

	For the year ended				For the nine months ended
(in US$ millions, except per share data or as noted)	December 31, 2024		December 31, 2023		September 30, 2025
					(unaudited)
Total Revenue		2,473.2		2,101.8		1,955.0
Total Operating expenses		1,827.5		1,618.1		1,465.6
Operating income		645.7		483.7		489.4
Net income attributable to noncontrolling interests		36.7		34.7		68.7
Net income attributable to JHG		408.9		392.0		412.7
Earnings Per Share attributable to JHG common shareholders
Basic		2.57		2.37		2.64
Diluted		2.56		2.37		2.63

Security Ownership of Certain Beneficial Owners and Management

We have listed below, as of the measurement date (except as otherwise indicated), the beneficial ownership of Shares by (i) each of our directors, (ii) each of our “named executive officers,” (iii) all of our directors and named executive officers as a group and (iv) each person known by us to be the beneficial owner of more than five percent (5%) of the number of outstanding Shares. The table is based on information we received from the directors, named executive officers and filings made with the SEC. Applicable percentage ownership is based on 154,075,608 Shares outstanding as of January 23, 2026. We are not aware of any other beneficial owner of more than five percent (5%) of the number of outstanding Shares as of January 23, 2026. Unless otherwise indicated, each of our directors and named executive officers has (a) the same business address as Janus Henderson and (b) sole investment and voting power over all of the shares that he or she beneficially owns. All Share numbers have been rounded to the nearest whole number.

Shares
Beneficially Owned

Percent of
Outstanding Shares

5% Shareholders

Trian(1)

31,867,800

20.7%

BlackRock, Inc(2)

16,596,612

10.8%

The Vanguard Group, Inc.(3)

13,580,920

8.8%

Executive Officers and Directors

John Cassaday(4)

20,693

Ali Dibadj(5)

418,219

Brian Baldwin(6)

Kalpana Desai(7)

28,038

Kevin Dolan(8)

19,491

Eugene Flood Jr.(9)

16,723

Josh Frank(10)

Alison Quirk(11)

8,799

Leslie F. Seidman(12)

8,647

Angela Seymour-Jackson(13)

23,257

Anne Sheehan(14)

9,131

Roger Thompson(15)

128,249

William Cassidy(16)

29,730

Michelle Rosenberg(17)

103,126

Total directors and named executive officers as a group (14 persons)

33,680,316

21.2%

130

TABLE OF CONTENTS

Represents less than one percent.

(1)

Calculated based on 154,075,608 Shares outstanding as of the measurement date. All Shares are directly held by the Trian Shareholder, of which Trian serves as the management company and therefore shares dispositive power and voting power with respect to such Shares. The address of Trian is 280 Park Avenue, 41st Floor, New York, NY 10017.

(2)

Information is based on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 24, 2024, relating to such shares beneficially owned as of December 31, 2023. Such report provides that BlackRock has (i) sole voting power with respect to 15,956,949 shares, (ii) shared voting power with respect to 0 shares, (iii) sole dispositive power with respect to 16,596,612 shares and (iv) shared dispositive power with respect to 0 shares. BlackRock’s address is 50 Hudson Yards, New York, NY 10001.

(3)

Information is based on a Schedule 13G/A filed by The Vanguard Group Inc. (“Vanguard”) with the SEC on February 13, 2024, relating to such shares beneficially owned as of December 31, 2023. Such report provides that Vanguard has (i) sole voting power with respect to 0 shares, (ii) shared voting power with respect to 72,017 shares, (iii) sole dispositive power with respect to 13,370,371 shares and (iv) shared dispositive power with respect to 210,549 shares. Vanguard’s address is 100 Vanguard Blvd. Malvern, PA 19355.

(4)

Consists of 20,693 Shares held directly by Mr. Cassaday.

(5)

Consists of (i) 128,815 Shares held directly by Mr. Dibadj, (ii) 76,903 Shares to be acquired through the vesting of RSUs within 60 days of January 23, 2026 and (iii) 212,501 Shares to be acquired through the vesting of PSUs within 60 days of January 23, 2026.

(6)

Mr. Baldwin is an affiliate of Trian, which beneficially owns an additional 31,867,800 Shares. Mr. Baldwin disclaims beneficial ownership of these additional Shares held by Trian.

(7)

Consists of 28,038 Shares held directly by Ms. Desai.

(8)

Consists of 19,491 Shares held directly by Mr. Dolan.

(9)

Consists of 16,723 Shares held directly by Mr. Flood.

(10)

Mr. Frank is an affiliate of Trian, which beneficially owns an additional 31,867,800 Shares. Mr. Frank disclaims beneficial ownership of these additional Shares held by Trian.

(11)

Consists of 8,799 Shares held directly by Ms. Quirk.

(12)

Consists of 8,647 Shares held directly by Ms. Seidman.

(13)

Consists of 23,257 Shares held directly by Ms. Seymour-Jackson.

(14)

Consists of 9,131 Shares held directly by Ms. Sheehan.

(15)

Consists of (i) 70,052 Shares held directly by Mr. Thompson, (ii) 22,413 Shares to be acquired through the vesting of RSUs within 60 days of January 23, 2026, and (iii) 35,784 Shares to be acquired through the vesting of PSUs within 60 days of January 23, 2026.

(16)

Consists of (i) 17,388 Shares held directly by Mr. Cassidy, and (ii) 12,342 Shares to be acquired through the vesting of RSUs within 60 days of January 23, 2026.

(17)

Consists of (i) 59,201 Shares held directly by Ms. Rosenberg, (ii) 17,903 Shares to be acquired through the vesting of RSUs within 60 days of January 23, 2026, and (iii) 26,022 Shares to be acquired through the vesting of PSUs within 60 days of January 23, 2026.

You are encouraged to obtain current market pricing for the Shares in connection with voting your Shares. Following the merger, there will be no further market for the Shares, and the Shares will be delisted from the NYSE and deregistered under the Exchange Act.

Prior Public Offerings

During the past three (3) years, none of Janus Henderson, Parent, Merger Sub, the other Buyer Filing Parties or any of their respective affiliates have made any underwritten public offering of shares of Janus Henderson Shares for cash that was registered under the Securities Act, or exempt from registration under Regulation A promulgated thereunder.

131

TABLE OF CONTENTS

Transactions in Janus Henderson Shares

Except as set forth below and in “— Prior Public Offerings” above, and other than the merger agreement and agreements entered into in connection therewith, including the Voting and Rollover Agreement (as discussed in the sections entitled “The Agreement and Plan of Merger” and “Voting and Rollover Agreement”), and certain activity related to Janus Henderson’s equity compensation awards discussed elsewhere in this proxy statement, (i) each of Janus Henderson, its directors and named executive officers, the Buyer Filing Parties and their respective affiliates have not conducted any transactions with respect to Janus Henderson Shares during the past sixty days, and (ii) none of Janus Henderson or the Buyer Filing Parties or their respective affiliates have purchased Janus Henderson Shares during the past two years.

Transactions by Janus Henderson’s Directors and Named Executive Officers in the Last 60 Days

The following transactions by Janus Henderson’s directors and named executive officers within the last 60 days were reported on Statements of Changes of Beneficial Ownership on Form 4 filed with the SEC.

John Cassaday