{"url_path":"/sec/jhg/8-k/2026-06-30/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1274173/0001104659-26-079401-index.html","accession_number":"0001104659-26-079401","cik":"0001274173","ticker":"JHG","issuer_name":"Janus Henderson Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1274173/0001104659-26-079401-index.html","primary_entity_key":"0001274173","primary_entity_name":"JANUS HENDERSON GROUP PLC"},"word_count":817,"has_tables":true,"body_markdown":"**Item 2.01 Completion of Acquisition or Disposition\nof Assets.**\n\n \n\nThe information set forth in the Introductory\nNote of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.\n\n \n\nPursuant to the Amended Merger Agreement, each\nordinary share, par value $1.50 per share, of the Company (collectively, the “Shares”) issued and outstanding immediately\nprior to the effective time of the Merger (the “Effective Time”) (except for Shares held by Parent and as otherwise\nprovided in the Amended Merger Agreement) was converted into the right to receive $52.00 per Share in cash, without interest (the “Merger\nConsideration”).\n\n \n\nAlso at the Effective Time:\n\n \n\n·each\n(i) outstanding restricted stock unit (each, a “Company RSU Award”) that was (a) vested in accordance with\nits terms as of the Effective Time, (b) a matching award granted in connection with purchases made under the Company’s employee\nstock purchase plan, whether vested or unvested or (c) held by a non-employee director of the Company’s Board of Directors, whether vested or unvested (each, a “Vested Company RSU Award”), and (ii) outstanding performance restricted\nstock unit (each, a “Company PSU Award”) where the performance period had been completed (each, a “Vested\nCompany PSU Award”), terminated and were cancelled as of immediately prior to the Effective Time and were exchanged for the\nright to receive a lump sum cash payment equal to (a) (1) the Merger Consideration, multiplied by (2) the number of Shares\nsubject to such Vested Company RSU Award or Vested Company PSU Award immediately prior to the Effective Time (in the case of Vested Company\nPSU Awards, any applicable performance goals were deemed satisfied based on actual performance), *plus* (b) the amount of any\naccrued but unpaid dividend equivalent rights;\n\n \n\n·generally, each outstanding Company RSU Award\nthat was not a Vested Company RSU Award (each, an “Unvested Company RSU Award”) was converted into the contingent right\nto receive an equity-based award with an initial value equal to (i) (a) the Merger Consideration, *multiplied by* (b) the\nnumber of Shares subject to such Unvested Company RSU Award immediately prior to the Effective Time, *plus* (ii) the amount\nof any accrued but unpaid dividend equivalent rights (each, a “Replacement RSU Award”). Following the Effective Time,\nthe value of each Replacement RSU Award will be determined by reference to the value of the applicable class of equity securities of Jupiter\nTopco LLC (“TopCo”) and will be settled in cash or in equity interests in TopCo, and otherwise will have the same terms\nand conditions (including with respect to vesting and payment timing) as applied to the Unvested Company RSU Award for which it was exchanged,\nexcept for terms rendered inoperative by reason of the Merger and other administrative or ministerial changes reasonably determined by\nParent that in each case do not adversely impact the Unvested Company RSU Award holder; and\n\n \n\n·generally, each outstanding Company PSU Award\nthat was not a Vested Company PSU Award (each, an “Unvested Company PSU Award”) was converted into the contingent right\nto receive a cash award of equivalent value equal to (i) (a) the Merger Consideration, *multiplied by* (b) the number\nof Shares subject to such Unvested Company PSU Award immediately prior to the Effective Time (with any applicable performance goals deemed\nsatisfied at 120% of target), *plus* (ii) the amount of any accrued but unpaid dividend equivalent rights (each, a “Replacement\nPSU Award”). Following the Effective Time, the value of each Replacement PSU Award will be determined by reference to the value\nof the applicable class of equity securities of TopCo and will be settled in cash or in equity interests in TopCo, and otherwise will\nhave the same terms and conditions (including with respect to service-based vesting and payment timing but excluding any performance-based\nvesting conditions) as applied to the Unvested Company PSU Award for which it was exchanged, except for terms rendered inoperative by\nreason of the Merger and other administrative or ministerial changes reasonably determined by Parent that in each case do not materially\nand adversely impact the Unvested Company PSU Award holder.\n\n \n\nThe foregoing description of the Merger and the\nAmended Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text\nof the (a) Original Merger Agreement, which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K\nfiled by the Company on December 22, 2025 with the Securities and Exchange Commission (the “SEC”) and incorporated\nherein by reference, (b) Amendment, which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K\nfiled by the Company on March 24, 2026 with the SEC and incorporated herein by reference, and (c) Side Letter, which is attached\nas Exhibit 2.1.1 to the previously filed Current Report on Form 8-K filed by the Company on June 18, 2026 with the SEC\nand incorporated herein by reference."}