Janus Henderson Group (JHG) Proxy filing summary

Executive summary

• Trian and General Catalyst increased their all-cash merger offer to $52.00 per share, a $3.00 increase and a 25% premium to the unaffected share price, with a commitment to close by mid-2026.

• If regulatory delays extend closing past June 30, 2026, a $1.00 per share quarterly dividend will be paid until closing.

• The Special Committee and Board unanimously determined the Trian/General Catalyst proposal is the only actionable and superior offer, recommending shareholders approve it at the April 16, 2026 meeting.

Voting matters and shareholder proposals

• Shareholders are asked to approve and adopt the amended merger agreement with Trian and General Catalyst at the April 16, 2026 meeting.

• The Board unanimously recommends voting in favor of the merger agreement.

Board of directors and corporate governance

• The Special Committee, supported by financial and legal advisors, led the evaluation of strategic alternatives and merger proposals.

• The Board acted on the unanimous recommendation of the Special Committee in all merger-related decisions.