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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

X0202 SCHEDULE 13D/A 0001345471 XXXXXXXX LIVE 17 Ordinary Shares, $1.50 per share par value 05/12/2026 false 0001274173 G4474Y214 JANUS HENDERSON GROUP PLC 201 Bishopsgate London X0 EC2M 3AE Brian L. Schorr, Esq. (212) 451-3000 280 Park Avenue, 41st Floor New York NY 10017 0000928265 N Nelson Peltz AF N X1 0 25654382 0 25654382 25654382 N 16.65 IN *Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the "Form 10-Q") 0000928264 N Peter W. May AF N X1 0 25654382 0 25654382 25654382 N 16.65 IN *Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q. 0001345471 N Trian Fund Management, L.P. AF N X1 0 25654382 0 25654382 25654382 N 16.65 PN *Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q. 0001345472 N Trian Fund Management GP, LLC AF N X1 0 25654382 0 25654382 25654382 N 16.65 OO *Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q. Y Trian Partners AM Holdco II, Ltd. WC N E9 0 25654382 0 25654382 25654382 N 16.65 OO *Calculated based on 154,075,608 Ordinary Shares outstanding as of May 6, 2026, as reported by the Issuer in its Form 10-Q. Ordinary Shares, $1.50 per share par value JANUS HENDERSON GROUP PLC 201 Bishopsgate London X0 EC2M 3AE Item 1 Comment: This Amendment No. 17 ("Amendment No. 17") amends and supplements the Schedule 13D filed with the SEC on October 2, 2020 as amended by Amendment No. 1, filed on May 12, 2021, as amended by Amendment No. 2 filed on May 19, 2021, as amended by Amendment No. 3 filed on July 19, 2021, as amended by Amendment No. 4 filed on October 4, 2021, as amended by Amendment No. 5 filed on November 16, 2021, as amended by Amendment No. 6 filed on December 13, 2021, as amended by Amendment No. 7 filed on January 6, 2022, as amended by Amendment No. 8 filed on February 1, 2022, as amended by Amendment No. 9 filed on March 9, 2022, as amended by Amendment No. 10 filed on March 31, 2022, as amended by Amendment No. 11 filed on November 15, 2022, as amended by Amendment No. 12 filed on June 2, 2023, as amended by Amendment No. 13 filed on May 2, 2025, as amended by Amendment No. 14 filed on October 27, 2025, as amended by Amendment No. 15 filed on December 22, 2025, and as amended by Amendment No. 16 filed on March 24, 2026 (as amended, the "Schedule 13D"), relating to the Ordinary Shares of the Issuer. The address of the principal executive office of the Issuer is 201 Bishopsgate, London, EC2M 3AE United Kingdom. Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. Items 4 and 5 of the Schedule 13D are hereby amended as follows: Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: The sales of Shares by Reporting Persons reported below in Item 5 were done for portfolio management purposes by certain funds managed by Trian Management which primarily hold publicly traded securities. As contemplated by the Voting and Rollover Agreement dated as of December 21, 2025, entered into by and among the Issuer and the other parties thereto, an affiliate of Trian Management will roll over at least 24,750,000 shares of the Issuer in connection with the closing of the previously announced acquisition of the Issuer by Trian Management and its affiliated funds, and General Catalyst and its affiliated funds. Progress toward closing is continuing, with the Issuer's shareholders approving the acquisition on April 16, 2026. The transaction is expected to close in mid-2026, subject to customary closing conditions, including receipt of applicable regulatory approvals and client consents. As of 4:00 p.m., New York City time, on May 12, 2026, the Reporting Persons beneficially owned, in the aggregate, 25,654,382 Shares, representing approximately 16.65% of the Issuer's outstanding Shares (calculated based on 154,075,608 Shares outstanding on May 6, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026). Trian AM Holdco beneficially and directly owns 25,654,382 Shares, except to the extent that other Reporting Persons as described in this Item 5(b) may be deemed to have shared voting power and shared dispositive power with regard to such Shares. On May 12, 2026, Trian AM Holdco, on behalf of certain of its fund equity holders, effected the sale of 6,213,418 Shares in the open market at a price of $51.6001. Nelson Peltz /s/ Nelson Peltz Nelson Peltz 05/14/2026 Peter W. May /s/ Peter W. May Peter W. May 05/14/2026 Trian Fund Management, L.P. /s/ Peter W. May Member of the General Partner of the Reporting Person 05/14/2026 Trian Fund Management GP, LLC /s/ Peter W. May Member 05/14/2026 Trian Partners AM Holdco II, Ltd. /s/ Peter W. May Director 05/14/2026