UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2024 (September 5, 2024)

JANUS HENDERSON GROUP PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands	001-38103	98-1376360
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

201 Bishopsgate		EC2M3AE
London, United Kingdom		(Zip Code)
(Address of principal executive offices)

+44 (0) 20 7818 1818

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.50 Per Share Par Value	JHG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01

Other Events.

On September 5, 2024, Janus Henderson US (Holdings) Inc. (the “Issuer”), a wholly owned subsidiary of Janus Henderson Group plc (the “Company”), priced its private offering of $400 million aggregate principal amount of 5.450% senior unsecured notes due 2034 (the “Notes”). The Notes will be the senior unsecured obligations of the Issuer and will be guaranteed on a senior unsecured basis by the Company. The Notes are expected to be issued on or around September 10, 2024, subject to customary closing conditions.

The Issuer intends to use the proceeds from the sale of the Notes to redeem in full its 4.875% senior unsecured notes due 2025 (the “Existing Notes”), including the payments of premiums and accrued interest to the redemption date. Any remaining proceeds will be used for general corporate purposes. Pending this utilization, the Company may temporarily invest the net proceeds in short term investment grade liquid investments.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, as amended (the “Securities Act”), and outside the United States only to certain non-U.S. persons in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. At the time of issuance, the Issuer and the Company will enter into a registration rights agreement pursuant to which they will agree to use their commercially reasonable efforts to file a registration statement with respect to exchange offers for the Notes under certain circumstances.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. This Current Report on Form 8-K shall not constitute a notice of redemption with respect to the Existing Notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Janus Henderson Group plc

Date: September 5, 2024	By:	/s/ Roger Thompson
	Name:	Roger Thompson
	Title:	Chief Financial Officer

Janus Henderson Group plc filed SEC Form 8-K: Other Events