Janus Henderson Group (JHG) Proxy filing summary

Executive summary

• Trian and General Catalyst increased their acquisition price by 6% to $52.00 per share in cash under an amended take-private agreement, unanimously approved by the Special Committee and Board.

• The transaction is positioned as the only actionable and likely proposal, offering a significant premium and continuity for clients and employees.

• The client consent process for the transaction is underway, with completion targeted for mid-2026.

• Forward-looking statements highlight anticipated benefits, strategic alignment, and potential risks related to the transaction, including regulatory approvals and market uncertainties.

Voting matters and shareholder proposals

• Shareholders are urged to review and vote on the proposed transaction, with proxy materials and related documents filed and distributed.

• The Special Committee evaluated alternative proposals, notably from Victory Capital, and determined they carried higher risks and less certain value.

Board of directors and corporate governance

• The Board and Special Committee unanimously approved the amended agreement with Trian and General Catalyst.

• Information about directors, executive officers, and their security holdings is disclosed in the proxy statement and related SEC filings.