Nelson Peltz runs Trian Fund Management, an activist investment firm he founded in New York in 2005 with two longtime partners, Peter May and Edward Garden. Born in 1942, Peltz left the Wharton School in 1963 without a degree to work for his family's wholesale food business, A. Peltz & Sons, where he started as a delivery truck driver. He grew the small company into Flagstaff Corp. and took it public in 1972. In the 1980s he and May built wealth through leveraged buyouts, buying control of Triangle Industries in 1983 and turning it into the world's largest packaging company before selling it to Pechiney in 1988.
The trade that made his name came at the end of the decade. In 1997, after Quaker Oats had badly fumbled the Snapple brand, Peltz and May bought the company for $300 million and sold it to Cadbury Schweppes three years later for $1.45 billion — a turnaround later taught as a case study at Harvard Business School. That knack for finding a good business mismanaged by its owner is the template he brought to Trian. The firm takes a small number of large stakes in underperforming consumer, industrial, and financial companies, works closely with their boards, and pushes for cost cuts, strategic focus, and better governance — an approach Peltz prefers to call "constructivist" rather than activist. Over the years he has pressed for change at companies including Procter & Gamble, DuPont, PepsiCo, Wendy's, and Heinz.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On June 30, 2026, the transactions contemplated by the Agreement and Plan of Merger, dated December 21, 2025 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 24, 2026 and the side letter agreement, dated as of June 16, 2026, the "Merger Agreement"), by and among Parent, Merger Sub and the Issuer were consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), and the Issuer continued as the surviving company and converted to a private limited company incorporated under the laws of Jersey and changed its name from "Janus Henderson Group plc" to "Janus Henderson Group Ltd.". At the effective time of the Merger (the "Effective Time"), each ordinary share, par value $1.50 per share, of the Issuer (an "Ordinary Share" and collectively, the "Ordinary Shares") outstanding immediately prior to the Effective Time (except for Ordinary Shares held by Parent and as otherwise provided in the Merger Agreement) was converted into the right to receive $52.00 per share in cash, without interest (the "Merger Consideration").
Immediately prior to the Effective Time, Trian Partners AM Holdco II, Ltd. and certain other funds affiliated with Trian Fund Management, L.P. ("Trian") contributed 25,136,205 Ordinary Shares to Jupiter Topco LLC ("Topco") in exchange for equity interests of Topco of equivalent value. All other Ordinary Shares beneficially owned by the Reporting Persons were converted into the right to receive the Merger Consideration.
Also immediately prior to the Effective Time, each member of the Issuer's board of directors, including Brian Baldwin and Josh Frank, each a Partner at Trian, resigned from and ceased serving on the Issuer's board of directors.
As a result of the Merger, the Ordinary Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act. Additionally, as a result of the Merger, the Reporting Persons no longer beneficially own any Ordinary Shares, though each of the Reporting Persons retains an equity interest in the surviving company through its beneficial ownership of equity interests of Topco.
Item 4 is hereby amended and restated in its entirety to read in full as follows:
The Filing Persons hold a significant equity investment in the Company and believe that the Company's Common Stock is currently undervalued. The Filing Persons have reviewed and continue to review alternatives with respect to their investment in the Company on a continuing basis and from time to time communicate with knowledgeable industry participants and other third parties regarding their investment. Depending on various factors, including, without limitation, the Company's financial position, results of operations, strategic direction, price levels of the Common Stock, actions taken by the board of directors (the "Board") and management of the Company, the Filing Persons' overall investment strategies, liquidity requirements and other portfolio management considerations, other investment opportunities available to the Filing Persons, applicable legal and regulatory constraints, conditions in the securities and capital markets, and general economic and industry conditions, the Filing Persons may, from time to time and at any time, either alone or as part of a group, seek to (a) acquire additional securities of the Company (including through derivative securities or other instruments that are convertible into or exchangeable for securities of the Company), through open-market purchases, privately negotiated transactions or otherwise, (b) dispose of all or a portion of the securities of the Company (or related derivative securities or instruments) owned by the Filing Persons, in the open market, in privately negotiated transactions or otherwise, (c) enter into financial instruments or other agreements with institutional or other counterparties that would increase or decrease the Filing Persons' economic exposure with respect to their investment in the Company (which instruments or agreements may or may not affect the Filing Persons' beneficial ownership in securities of the Company), or (d) consider, review, evaluate, propose or take any other actions with respect to their investment in the Company as they deem appropriate, which could involve, relate to or result in one or more of the matters described or referred to in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D.
As part of its conversations with third parties, representatives of the Filing Persons have spoken with potential financing sources, potential co-investors and certain potential strategic partners (collectively, "Potential Partners"), regarding potential transactions in which such parties could participate that may benefit the Company's shareholders. The Filing Persons (and/or their affiliates) have engaged and expect to continue to engage in communications and discussions with the Company, members of the Board and management of the Company, other current or prospective shareholders of the Company, potential co-investors and financing sources (including current or potential investors in funds managed by Trian Management), investment and financing professionals, industry analysts and other knowledgeable industry or market observers and participants, and other interested or relevant parties or service providers, regarding the Company and various strategic transactions and operational initiatives that the Filing Persons believe can generate or enhance shareholder value. The Filing Persons have exchanged and expect to continue to exchange information with such persons (including Potential Partners) pursuant to confidentiality or similar agreements, which the Filing Persons expect to include standstill restrictions with respect to the Company and/or negotiate terms or enter into commitments and other agreements, arrangements and understandings with such persons as may be appropriate, including with Potential Partners, financial, legal and other professional advisors and other interested or relevant parties or service providers, which initiatives and transactions could include one or more of the types of transactions described in sub-paragraphs (a) through (j) of Item 4 of Schedule 13D, including an acquisition or other extraordinary transaction resulting in the Filing Person (and/or their affiliates), either alone or with other parties (including one or more Potential Partners), acquiring control of the Company, and which transactions could result in a de-listing or de-registration of the Company's Common Stock. The Filing Persons (and/or their affiliates), alone or with third parties, including one or more Potential Partners, may submit to the Company one or more proposals relating to such a potential transaction and may take such other steps as the Filing Persons may deem appropriate from time to time in connection with such a transaction. There can be no assurance that any such proposals will be submitted by the Filing Persons (and/or their affiliates) or that any transaction will result from any such discussions or proposals, and the Filing Persons (and/or their affiliates) are under no obligation to propose or consummate any transaction. The Filing Persons do not undertake any obligation to update this disclosure or provide additional disclosure except as may be required under applicable U.S. securities laws.
The Filing Persons have retained, and may, in the future retain, financial, legal and/or other advisors or consultants to assist them in evaluating their investment in the Company and/or the matters set forth in this Item 4, to explore various plans and actions and propose potential transactions to the above-mentioned persons, before forming a plan or intention to engage in or proceed with any such plans or actions or proceed with any of the transactions referred to herein or in Item 4 of Schedule 13D at any time and from time to time, review and reconsider their position and/or change their purpose or take actions with respect to their investment in the Company as they deem appropriate, including formulating other plans and/or making other proposals, and/or changing their intention with respect to or considering or proposing, one or more of the matters referred to in this Item 4.
The foregoing list of intentions, plans, strategies, negotiations, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that any of the Filing Persons will take any of the actions set forth above. Notwithstanding anything contained herein, the Filing Persons specifically reserve the right to change their intentions or formulate other plans and/or proposals and to take such actions or steps with respect to their investment in the Company and/or change their intentions with respect to any or all of the matters set forth in Item 4 of Schedule 13D, and to modify or withdraw any such plans or proposals at any time.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
The sales of Shares by Reporting Persons reported below in Item 5 were done for portfolio management purposes. The Reporting Persons ceased to be beneficial owners of more than 5% of the outstanding Shares of the Issuer on May 20, 2025.
