{"url_path":"/sec/jhg/8-k/2026-06-30/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","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":346,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nThe information set forth in the Introductory\nNote, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.\n\n \n\n*Directors*\n\n \n\nIn accordance with the terms of the Amended Merger\nAgreement, as a result of the Merger, each of John Cassaday, Brian Baldwin, Kalpana Desai, Kevin Dolan, Eugene Flood Jr., Josh Frank,\nAlison Quirk, Leslie F. Seidman, Angela Seymour-Jackson and Anne Sheehan resigned and ceased to be directors of the Company as of the\nEffective Time.\n\n \n\nIn accordance with the terms of the Amended Merger\nAgreement, as a result of the Merger, each of Ali Dibadj, Sukh Grewal and Michelle Rosenberg became the directors of the Surviving Company\n(the “Surviving Company Board of Directors”) as of the Effective Time, and, in each case, shall hold office from the\nEffective Time until his or her respective successor is duly elected or appointed and qualified or until his or her earlier death, resignation\nor removal in accordance with the memorandum of association and the articles of association of the Surviving Company or otherwise as provided\nby Applicable Law.\n\n \n\n \n\n \n\n \n\n*Officers*\n\n \n\nIn accordance with the terms of the Amended Merger\nAgreement, as of the Effective Time, each of the officers of the Company immediately prior to the Effective Time became officers of the\nSurviving Company, and, in each case, shall hold office from the Effective Time until his or her respective successor is duly elected\nor appointed and qualified or until his or her earlier death, resignation or removal in accordance with the memorandum of association\nand the articles of association of the Surviving Company or otherwise as provided by Applicable Law.\n\n \n\n*Rollover*\n\n \n\nIn accordance with the terms of the Amended Merger\nAgreement, certain senior employees, which includes certain of the Company’s named executive officers, were provided with the opportunity\nto exchange a portion of the Shares in their possession for equity interests in TopCo in lieu of receiving the Merger Consideration."}