Forward-Looking Statements Certain statements in this Quarterly Report on Form 10-Q not based on historical facts are “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (“Securities Act”). Such forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects or future events. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements. ​ Various risks, uncertainties, assumptions and factors that could cause our future results to differ materially from those expressed by the forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, Janus Henderson’s ability to obtain the regulatory, shareholder and other approvals required to consummate the previously announced merger transaction (the “Proposed Transaction”) and the timing of the closing of the Proposed Transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the Proposed Transaction would not occur, the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement, that shareholder litigation in connection with the Proposed Transaction may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability, unanticipated difficulties or expenditures relating to the Proposed Transaction, including the impact of the Proposed Transaction on Janus Henderson’s business, that the Proposed Transaction generally may involve unexpected costs, liabilities or delays, that the business of the Company may suffer as a result of uncertainty surrounding the Proposed Transaction or the identity of the purchaser, that the Company may be adversely affected by other economic, business, and/or competitive factors, including the net asset value of assets in certain of the Company’s funds, and/or potential difficulties in employee retention as a result of the announcement and pendency of the Proposed Transaction, changes in interest rates and inflation, changes in trade policies, including the imposition of new or increased tariffs, changes to tax laws, volatility or disruption in financial markets, our investment performance as compared to third-party benchmarks or competitive products, redemptions and other withdrawals from the funds and accounts we manage, and other risks, uncertainties, assumptions and factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, and this Quarterly Report on Form 10-Q under headings such as “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,” and in other filings or furnishings made by the Company with the SEC from time to time. Business Overview We are an independent global asset manager, specializing in active investment across all major asset classes. We actively manage a broad range of investment products for institutional and retail investors across four capabilities: Equities, Fixed Income, Multi-Asset and Alternatives. Our strategy is based on three strategic pillars — Protect & Grow, Amplify and Diversify — and is centered on the belief that a combination of relentless focus and disciplined execution across our core business will drive future success as a global active asset manager. Specifically, our strategy lays a strong foundation for sustained organic growth and opportunistic inorganic growth to create value for all of our stakeholders, including clients, shareholders and employees. We serve a diverse clientele worldwide, comprising intermediaries, institutional investors and self-directed clients. To cater to regional needs effectively, we maintain local presence across most markets and provide investment materials tailored to local customs, preferences and languages supported by our global distribution team. Revenue Revenue primarily consists of management fees, shareowner servicing fees and performance fees. Management fees are generally based on a percentage of the market value of our AUM and are calculated using either the daily, month-end or quarter-end average asset balance in accordance with contractual agreements. Accordingly, fluctuations in the financial markets have a direct effect on our operating results. Additionally, our AUM may outperform or underperform the financial markets and, therefore, may fluctuate in varying degrees from that of the general market. Performance fees are specified in certain fund and client contracts and are based on investment performance either on an absolute basis or compared to an established index over a specified period of time. These fees are often subject to a high-water mark. Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or annually) if the stated performance criteria are achieved. Certain fund contracts allow for negative performance fees where there is underperformance against the relevant index. 16 Table of Contents FIRST QUARTER 2026 SUMMARY First Quarter 2026 Highlights ● We achieved solid long-term investment performance, with 66%, 67% and 68% of our AUM outperforming relevant benchmarks on a three-, five- and 10-year basis, respectively, as of March 31, 2026. ​ ● AUM increased to $479.6 billion, up 29% from March 31, 2025. ● Net inflows for the first quarter of 2026 were $2.9 billion, compared to breakeven net flows in the fourth quarter of 2025. ● First quarter 2026 diluted earnings per share was $0.59, or $0.90 on an adjusted basis. Refer to the Non-GAAP Financial Measures section below for information on adjusted non-GAAP figures. ​ ​ Financial Summary Results are reported on a U.S. GAAP basis. Adjusted non-GAAP figures are presented in the Non-GAAP Financial Measures section below. Revenue for the first quarter 2026 was $690.0 million, an increase of $68.6 million, or 11%, compared to the first quarter 2025. The key driver of the increase was: ​ ● An increase of $63.2 million in management fees primarily due to an improvement in average AUM. ​ Total operating expenses for the first quarter 2026 were $576.1 million, an increase of $108.3 million, or 23%, compared to the first quarter 2025. Key drivers of the increase included: ● An increase of $52.4 million in general, administrative and occupancy expenses primarily due to higher legal and professional fees related to the Merger Agreement, certain acquisitions, other project-related costs and the agreement in principle to settle a litigation matter related to the Janus 401(k) and Employee Stock Ownership Plan, along with accelerated amortization of capitalized cloud computing costs following our third-quarter 2025 decision to transition our investment management platform to Aladdin. ● An increase of $19.5 million in employee compensation and benefits primarily due to higher variable compensation expenses. ● An increase of $16.3 million in distribution expenses primarily due to higher average AUM. Operating income for the first quarter 2026 was $113.9 million, a decrease of $39.7 million, or (26%), compared to the first quarter 2025. Our operating margin was 16.5% in the first quarter 2026 compared to 24.7% in the first quarter 2025. Net income attributable to JHG for the first quarter 2026 was $90.9 million, a decrease of $29.8 million, or (25%), compared to the first quarter 2025. In addition to the aforementioned factors affecting revenue and operating expenses, key drivers of the variance included: ​ ● An improvement of $9.1 million in other non-operating income, net, primarily due to favorable fair value adjustments on acquisition-related contingent consideration and an option. ● A favorable movement of $18.3 million in investment gains (losses), net, partially offset by an increase of $20.6 million in net income attributable to noncontrolling interests. Movements in investment gains (losses), net and net income attributable to noncontrolling interests are primarily due to the consolidation and deconsolidation of third-party ownership interests in seeded investment products, as well as fair value adjustments related to those products. Investment Performance of Assets Under Management The following table is a summary of investment performance as of March 31, 2026: Percentage of AUM outperforming benchmark(1) 1 year 3 years 5 years 10 years Equities 29 % 47 % 50 % 55 % Fixed Income 67 % 93 % 91 % 93 % Multi-Asset 6 % 96 % 96 % 97 % Alternatives 100 % 99 % 99 % 100 % Total 37 % 66 % 67 % 68 % (1) Outperformance is measured based on composite performance gross of fees versus primary benchmark, except where a strategy has no benchmark index or corresponding composite in which case the most relevant metric is used: (1) composite gross of fees versus zero for absolute return strategies, (2) fund net of fees versus primary index or (3) fund net of fees versus Morningstar peer group average or median. Non-discretionary and separately managed account assets are included with a corresponding composite where applicable. Cash management vehicles, ETF-enhanced beta strategies, legacy Tabula passive ETFs, Fixed Income Buy & Maintain mandates, legacy Guardian, NBK and VPC funds, Managed CDOs, Private Equity funds and custom non-discretionary accounts with no corresponding composite are excluded from the analysis. Excluded assets represent 14% of AUM for the period ended March 31, 2026. 17 Table of Contents Assets Under Management Our AUM as of March 31, 2026, was $479.6 billion, a decrease of $13.6 billion, or (3%), from December 31, 2025, driven primarily by unfavorable market performance of $15.5 billion. AUM includes assets for which we provide services and earn an asset-based fee, even though we do not act as the investment advisor. Our non-USD AUM is primarily denominated in GBP, EUR and AUD. During the three months ended March 31, 2026, the USD strengthened against GBP and EUR and weakened against AUD, resulting in a $1.0 billion decrease in our AUM. As of March 31, 2026, approximately 25% of our AUM was non-USD-denominated. Our AUM and flows by capability for the three months ended March 31, 2026 and 2025, were as follows (in billions): Closing AUM Closing AUM December 31, Net sales March 31, 2025 Sales Redemptions(1) (redemptions) Markets FX(2) 2026 By capability: Equities $ 256.6 $ 11.6 $ (12.3 ) $ (0.7 ) $ (13.2 ) $ (1.1 ) $ 241.6 Fixed Income 155.8 14.0 (12.1 ) 1.9 0.3 0.3 158.3 Multi-Asset 58.8 2.2 (2.5 ) (0.3 ) (2.8 ) (0.1 ) 55.6 Alternatives 22.0 2.9 (0.9 ) 2.0 0.2 (0.1 ) 24.1 Total $ 493.2 $ 30.7 $ (27.8 ) $ 2.9 $ (15.5 ) $ (1.0 ) $ 479.6 ​ Closing AUM ​ ​ ​ ​ ​ Closing AUM ​ December 31, ​ ​ Net sales ​ ​ March 31, 2024 Sales Redemptions(1) (redemptions) Markets FX(2) 2025 By capability: Equities $ 229.4 $ 7.2 $ (11.4 ) $ (4.2 ) $ (9.5 ) $ 1.7 $ 217.4 Fixed Income 82.7 12.0 (6.4 ) 5.6 0.9 0.3 89.5 Multi-Asset 53.1 1.5 (2.1 ) (0.6 ) (1.1 ) 0.2 51.6 Alternatives 13.5 2.2 (1.0 ) 1.2 (0.2 ) 0.2 14.7 Total $ 378.7 $ 22.9 $ (20.9 ) $ 2.0 $ (9.9 ) $ 2.4 $ 373.2 (1) Redemptions include the impact of client transfers. (2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD. Our AUM and flows by client type for the three months ended March 31, 2026 and 2025, were as follows (in billions): Closing AUM Closing AUM December 31, Net sales March 31, 2025 Sales Redemptions(1) (redemptions) Markets FX(2) Reclassifications 2026 By client type: Intermediary $ 242.9 $ 15.6 $ (14.2 ) $ 1.4 $ (9.0 ) $ (0.9 ) $ — $ 234.4 Institutional 152.2 12.5 (10.3 ) 2.2 (0.5 ) — — 153.9 Self-directed 98.1 2.6 (3.3 ) (0.7 ) (6.0 ) (0.1 ) — 91.3 Total $ 493.2 $ 30.7 $ (27.8 ) $ 2.9 $ (15.5 ) $ (1.0 ) $ — $ 479.6 Closing AUM Closing AUM December 31, Net sales March 31, 2024 Sales Redemptions(1) (redemptions) Markets FX(2) Reclassifications(3) 2025 By client type: Intermediary $ 211.0 $ 16.5 $ (15.0 ) $ 1.5 $ (4.4 ) $ 1.3 $ (3.0 ) $ 206.4 Institutional 81.2 4.3 (3.5 ) 0.8 0.1 1.0 0.7 83.8 Self-directed 86.5 2.1 (2.4 ) (0.3 ) (5.6 ) 0.1 2.3 83.0 Total $ 378.7 $ 22.9 $ (20.9 ) $ 2.0 $ (9.9 ) $ 2.4 $ — $ 373.2 (1) Redemptions include the impact of client transfers. (2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD. (3) Reclassifications relate to the reclassification of existing funds between client types. 18 Table of Contents Average Assets Under Management The following table presents our average AUM by capability for the three months ended March 31, 2026 and 2025 (in billions): Three months ended Three months ended March 31, March 31, 2026 2025 2026 vs. 2025 Average AUM by capability: Equities $ 255.0 $ 231.1 10 % Fixed Income 159.4 87.8 82 % Multi-Asset 58.6 53.4 10 % Alternatives 19.9 14.1 41 % Total $ 492.9 $ 386.4 28 % Closing Assets Under Management The following table presents the closing AUM by client location as of March 31, 2026 and 2025 (in billions): March 31, March 31, March 31, 2026 2025 2026 vs. 2025 Closing AUM by client location: North America $ 309.5 $ 231.2 34 % EMEA and Latin America 124.5 105.2 18 % Asia Pacific 45.6 36.8 24 % Total $ 479.6 $ 373.2 29 % Valuation of Assets Under Management The fair value of our AUM is based on the value of the underlying cash and investment securities of our funds, trusts and segregated mandates. A significant proportion of these securities is listed or quoted on a recognized securities exchange or market and is regularly traded thereon; these investments are valued based on unadjusted quoted market prices. However, for non-U.S. equity securities held by U.S. mutual funds, excluding ETFs, the quoted market prices may be adjusted to capture market movement between the time the local market closes and the NYSE closes. Other investments, including over-the-counter derivative contracts (which are dealt in or through a clearing firm, exchanges or financial institutions), are valued by reference to the most recent official settlement price quoted by the appointed market vendor, and in the event no price is available from this source, a broker quotation may be used. Physical property held is valued monthly by a specialist independent appraiser. ​ When a readily ascertainable market value does not exist for an investment, the fair value is calculated using a variety of methodologies, including the expected cash flows of its underlying net asset base, taking into account applicable discount rates and other factors; comparable securities or relevant indices; recent financing rounds; revenue multiples; or a combination thereof. Judgment is used to ascertain if a formerly active market has become inactive and to determine fair values when markets have become inactive. Our Fair Value Pricing committees are responsible for determining or approving these unquoted prices, which are reported to those charged with governance of the funds and trusts. For funds that invest in markets that are closed at their valuation point, an assessment is made daily to determine whether a fair value pricing adjustment is required to the fund’s valuation. This may be due to significant market movements in other correlated open markets, scheduled market closures or unscheduled market closures as a result of natural disaster or government intervention. Our private credit investments are valued using a variety of methodologies and approaches, including the market approach and the income approach, which in many cases leverage unobservable inputs and assumptions, depending on the nature of the investment. Third-party administrators hold a key role in the collection and validation of prices used in the valuation of the securities. Daily price validation is completed using techniques such as day-on-day tolerance movements, invariant prices, excessive movement checks and intra-vendor tolerance checks. Our data management team performs oversight of this process and completes annual due diligence on the processes of third parties. In other cases, we and the sub-administrators perform a number of procedures to validate the pricing received from third-party providers. For actively traded equity and fixed income securities, prices are received daily from both a primary and secondary vendor. Prices from the primary and secondary vendors are compared to identify any discrepancies. In the event of a discrepancy, a price challenge may be issued to both vendors. Securities with significant day-to-day price changes require additional research, which may include a review of all news pertaining to the issue and issuer, and any corporate actions. All fixed income prices are reviewed by our fixed income trading desk to incorporate market activity information available to our traders. In the event the traders have received price indications from market makers for a particular issue, this information is transmitted to the pricing vendors. We leverage the expertise of our fund management teams across the business to cross-invest assets and create value for our clients. Where cross investment occurs, assets and flows are identified, and the duplication is removed. 19 Table of Contents Results of Operations Foreign Currency Translation Foreign currency translation impacts our results of operations. Revenue is impacted by foreign currency translation, but the impact is generally determined by the primary currency of the individual funds. Expenses are also impacted by foreign currency translation, primarily driven by the translation of GBP to USD. The GBP weakened against the USD during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Meaningful foreign currency translation impacts to our revenue and operating expenses are discussed below. Revenue Three months ended Three months ended March 31, March 31, 2026 2025 2026 vs. 2025 Revenue (in millions): Management fees $ 576.2 $ 513.0 12 % Performance fees (7.1 ) (3.6 ) (97 )% Shareowner servicing fees 67.5 61.4 10 % Other revenue 53.4 50.6 6 % Total revenue $ 690.0 $ 621.4 11 % Management fees Management fees increased by $63.2 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily due to higher average AUM, partially offset by a reduction in management fee margins due to product mix shift. Performance fees Performance fees are derived across a number of product ranges. U.S. mutual fund performance fees are recognized on a monthly basis, while all other performance fees are recognized on a quarterly or annual basis. The investment management fees paid by each U.S. mutual fund subject to a performance fee is the base management fee plus or minus a performance fee adjustment, as determined by the relative investment performance of the fund, over a 36-month rolling period, compared to a specified benchmark index. Performance fees by product type consisted of the following for the three months ended March 31, 2026 and 2025 (in millions): Three months ended March 31, 2026 2025 Performance fees (in millions): SICAVs $ 1.6 $ 0.9 UK OEICs and unit trusts — 0.1 Hedge funds and other funds 0.2 — Segregated mandates 0.3 (0.3 ) U.S. mutual funds (9.2 ) (4.3 ) Total performance fees $ (7.1 ) $ (3.6 ) Performance fees decreased by $3.5 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to a decline in the performance of U.S. mutual funds. Shareowner servicing fees Shareowner servicing fees, which primarily consist of U.S. mutual fund servicing fees tied to AUM, increased by $6.1 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by higher average mutual fund AUM, partially offset by a reduction in fee margins driven by product mix shift. Other revenue Other revenue is primarily composed of 12b-1 distribution fees, general administration charges and other fee revenue. General administration charges include reimbursements from funds for various fees and expenses paid for by the investment manager on behalf of the funds. Other revenue increased by $2.8 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by an improvement in average AUM, partially offset by a reduction in fee margins driven by product mix shift. 20 Table of Contents Operating Expenses Three months ended Three months ended March 31, March 31, 2026 2025 2026 vs. 2025 Operating expenses (in millions): Employee compensation and benefits $ 201.0 $ 181.5 11 % Long-term incentive plans 56.5 44.1 28 % Distribution expenses 148.4 132.1 12 % Investment administration 18.5 16.1 15 % Marketing 12.3 9.9 24 % General, administrative and occupancy 128.0 75.6 69 % Depreciation and amortization 11.4 8.5 34 % Total operating expenses $ 576.1 $ 467.8 23 % Employee compensation and benefits Employee compensation and benefits increased by $19.5 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily attributable to a $10.8 million increase in variable compensation, mainly driven by higher profitability and redundancy expense, unfavorable foreign currency translation of $5.1 million, $2.1 million in base pay increases and a $1.6 million increase in fixed compensation costs, primarily driven by higher average headcount. Long-term incentive plans Long-term incentive plan expenses increased by $12.4 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily due to a $9.6 million increase related to the roll-on of new awards and accelerated expense recognition for departed employees, which exceeded the impact of vested award roll-offs and forfeitures, and a $2.6 million increase driven by market appreciation of mutual fund share awards. Distribution expenses Distribution expenses are paid to financial intermediaries for distributing and servicing our retail investment products and are typically calculated based on the amount of the intermediary-sourced AUM. Distribution expenses increased by $16.3 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by higher average AUM subject to distribution expenses, partially offset by an improvement in distribution fee margins driven by product mix shift. Investment administration Investment administration expenses, which represent fund administration and fund accounting, increased by $2.4 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to higher administrative costs driven by enhanced service requirements. Marketing Marketing expenses increased by $2.4 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily due to higher spending on sponsorships and marketing events and an increase in the volume of printed materials related to shareholder and proxy materials. General, administrative and occupancy General, administrative and occupancy expenses increased by $52.4 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by a $35.9 million rise in legal and professional fees, largely reflecting consultancy fees related to the Merger Agreement, certain acquisitions, other project-related costs and the agreement in principle to settle a litigation matter related to the Janus 401(k) and Employee Stock Ownership Plan. Also contributing to the year-over-year increase was a $7.3 million increase in the amortization of capitalized cloud computing costs, primarily related to accelerated amortization resulting from our strategic decision in the third quarter of 2025 to transition our investment management platform to Aladdin, as well as a $5.6 million increase in hardware and software licensing costs. The remaining variance was not attributable to any individually significant factors. Depreciation and amortization Depreciation and amortization expenses increased by $2.9 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to an increase in the amortization of prepaid commissions and intangible assets. 21 Table of Contents Non-Operating Income and Expenses Three months ended March 31, 2026 2025 Non-operating income and expenses (in millions): Interest expense $ (6.3 ) $ (5.9 ) Investment gains (losses), net 12.8 (5.5 ) Other non-operating income, net 15.5 6.4 Income tax provision (29.1 ) (32.6 ) Investment gains (losses), net The components of investment gains (losses), net for the three months ended March 31, 2026 and 2025, were as follows (in millions): Three months ended March 31, 2026 2025 Investment gains (losses), net (in millions): Seeded investment products and seed hedges, net $ (8.2 ) $ 5.8 Third-party ownership interests in seeded investment products 18.8 (3.3 ) Equity method investments (0.3 ) (1.7 ) Other 2.5 (6.3 ) Investment gains (losses), net $ 12.8 $ (5.5 ) Investment gains (losses), net improved by $18.3 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by the consolidation and deconsolidation of third-party ownership interests in seeded investment products, as well as fair value adjustments related to the investment products and to our deferred equity plan. Gains and losses attributable to third-party ownership interests in seeded investment products are noncontrolling interests and are not included in net income attributable to JHG. Other non-operating income, net Other non-operating income, net improved by $9.1 million during the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by a $5.1 million favorable fair value adjustment related to acquisition-related contingent consideration and an option, a $2.5 million benefit from the year-over-year change in the reclassification of accumulated foreign currency translation adjustments to net income from liquidated JHG entities, and $1.8 million of favorable foreign currency translation. Income tax provision Our effective tax rates for the three months ended March 31, 2026 and 2025, were as follows: Three months ended March 31, 2026 2025 Effective tax rate 21.4 % 22.0 % The effective tax rate decreased for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to favorable equity-based compensation from RSU vesting and the impact of noncontrolling interest losses, partially offset by an increase in non-deductible transaction costs. 22 Table of Contents Non-GAAP Financial Measures We report our financial results in accordance with GAAP. However, we evaluate our profitability and our ongoing operations using additional non-GAAP financial measures that exclude costs or benefits that are not part of our ongoing operations. These measures are not in accordance with, or a substitute for, GAAP, and our financial measures may be different from non-GAAP financial measures used by other companies. Management uses these performance measures to evaluate the business, and adjusted values are consistent with internal management reporting. We have provided a reconciliation below of our non-GAAP financial measures to the most directly comparable GAAP measures. Alternative performance measures The following is a reconciliation of revenue, operating expenses, operating income, net income attributable to JHG and diluted earnings per share to adjusted revenue, adjusted operating expenses, adjusted operating income, adjusted net income attributable to JHG and adjusted diluted earnings per share, respectively, for the three months ended March 31, 2026 and 2025 (in millions, except per share and operating margin data): Three months ended March 31, 2026 2025 Reconciliation of revenue to adjusted revenue Revenue $ 690.0 $ 621.4 Management fees (58.6 ) (50.6 ) Shareowner servicing fees (55.9 ) (49.9 ) Other revenue (33.9 ) (34.4 ) Adjusted revenue(1) $ 541.6 $ 486.5 Reconciliation of operating expenses to adjusted operating expenses Operating expenses $ 576.1 $ 467.8 Employee compensation and benefits(2) (2.2 ) (2.8 ) Long-term incentive plans(2) (6.7 ) — Distribution expenses(1) (148.4 ) (132.1 ) Marketing(2) (2.0 ) — General, administrative and occupancy(2) (42.2 ) (0.2 ) Depreciation and amortization(3) (3.8 ) (2.8 ) Adjusted operating expenses $ 370.8 $ 329.9 Adjusted operating income 170.8 156.6 Operating margin(4) 16.5 % 24.7 % Adjusted operating margin(5) 31.5 % 32.2 % Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG Net income attributable to JHG $ 90.9 $ 120.7 Employee compensation and benefits(2) 2.2 — Long-term incentive plans(2) 6.7 — Marketing(2) 2.0 — General, administrative and occupancy(2) 42.2 0.2 Depreciation and amortization(3) 3.8 2.8 Interest expense(6) 0.5 0.1 Other non-operating income (expense), net(6) (2.4 ) 3.1 Income tax provision(7) (5.9 ) (1.1 ) Net income attributable to noncontrolling interests(8) (1.2 ) (1.2 ) Adjusted net income attributable to JHG 138.8 124.6 Less: allocation of earnings to participating stock-based awards (2.6 ) (2.5 ) Adjusted net income attributable to JHG common shareholders $ 136.2 $ 122.1 Weighted-average common shares outstanding — diluted 150.8 154.5 Diluted earnings per share(9) $ 0.59 $ 0.77 Adjusted diluted earnings per share(10) $ 0.90 $ 0.79 23 Table of Contents (1) We contract with third-party intermediaries to distribute and service certain of our investment products. Fees for distribution- and servicing-related activities are either provided for separately in an investment product’s prospectus or are part of the management fee. Under both arrangements, the fees are collected by us and passed through to third-party intermediaries who are responsible for performing the applicable services. The majority of distribution and servicing fees we collect are passed through to third-party intermediaries. JHG management believes that the deduction of distribution and servicing fees from revenue in the computation of adjusted revenue reflects the pass-through nature of these revenues. In certain arrangements, we perform the distribution and servicing activities and retain the applicable fee. Revenues for distribution and servicing activities performed by us are not deducted from GAAP revenue. In addition to the adjustments related to distribution and servicing activities, other revenue for the three months ended March 31, 2025, includes an adjustment related to an employee secondment arrangement with a joint venture. The arrangement is pass-through in nature, and we believe the costs do not represent our ongoing operations. ​ (2) Reconciling items for the three months ended March 31, 2026, primarily include: • An adjustment to remove legal, consulting and marketing costs related to certain acquisitions and the Merger Agreement. • An adjustment to remove accelerated cloud-based asset amortization related to the strategic decision to transition our investment management platform to Aladdin. • An adjustment to remove the costs associated with the agreement in principle to settle the litigation matter related to the Janus 401(k) and Employee Stock Ownership Plan. • An adjustment to remove the amortization of the deferred compensation associated with a significant performance fee recognized in December 2025, as the associated compensation expense was also recognized in December 2025 on an adjusted basis. • An adjustment to remove employee redundancy expenses and the acceleration of long-term incentive plan expenses related to the departure of certain employees. Reconciling items for the three months ended March 31, 2025, primarily include: • An adjustment to remove the expense impact associated with a pass-through employee secondment arrangement with a joint venture. JHG management believes these costs do not represent our ongoing operations. ​ (3) Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected future cash flows arising from the contracts at the date of acquisition. The intangible assets are amortized on a straight-line basis over the expected life of the assets, and the amortization is removed from our adjusted results. JHG management believes these non-cash and acquisition-related costs are not representative of our ongoing operations. ​ (4) Operating margin is operating income divided by revenue. ​ (5) Adjusted operating margin is adjusted operating income divided by adjusted revenue. ​ (6) Reconciling items for the three months ended March 31, 2026 and 2025, primarily include adjustments to remove changes in fair value of acquisition-related contingent consideration, warrants and options. Reconciling items for the three months ended March 31, 2025, also include an adjustment to remove the reclassification of accumulated foreign currency translation adjustments to net income. The reclassification resulted from the liquidation of JHG entities. JHG management believes these costs are not representative of our ongoing operations. ​ (7) The tax impact of the adjustments is calculated based on the applicable U.S. or foreign statutory tax rate as it relates to each adjustment. Certain adjustments are either not taxable or not tax-deductible. ​ (8) Reconciling items for the three months ended March 31, 2026 and 2025, include adjustments to remove the noncontrolling interest on amortization of acquisition-related intangible assets. JHG management believes these non-cash and acquisition-related costs are not representative of our ongoing operations. (9) Diluted earnings per share is net income attributable to JHG common shareholders divided by weighted-average diluted common shares outstanding. ​ (10) Adjusted diluted earnings per share is adjusted net income attributable to JHG common shareholders divided by weighted-average diluted common shares outstanding. LIQUIDITY AND CAPITAL RESOURCES Our capital structure, together with available cash balances, cash flows generated from operations, and further capital and credit market activities, if necessary, provides us with sufficient resources to meet present and future cash needs, including operating and other obligations as they fall due and anticipated future capital requirements. The following table summarizes key balance sheet data relating to our liquidity and capital resources as of March 31, 2026, and December 31, 2025 (in millions): March 31, December 31, 2026 2025 Cash and cash equivalents held by the Company $ 1,374.6 $ 1,243.7 Investments held by the Company $ 771.9 $ 656.6 Fees and other receivables $ 319.2 $ 756.5 Long-term debt $ 395.6 $ 395.5 Cash and cash equivalents primarily consist of cash held at banks, on-demand deposits, investments in money market instruments, highly liquid short-term debt securities and commercial paper with a maturity date of three months or less. Cash and cash equivalents exclude cash held by consolidated VIEs and consolidated VREs, and investments exclude noncontrolling interests as these assets are not available for general corporate purposes. Investments held by us represent seeded investment products (exclusive of noncontrolling interests), investments related to deferred compensation plans and other less significant investments classified as current assets in our Condensed Consolidated Balance Sheets. 24 Table of Contents We believe that existing cash and cash equivalents and cash flows from operations will be sufficient to meet our liquidity needs up to the expected closing date (mid-2026) of the Merger. In connection with the Merger, we have incurred, and expect to continue incurring, Merger-related costs, however, we do not expect them to materially affect our ability to fund operations prior to closing the Merger. The Merger Agreement includes customary interim operating covenants that restrict, subject to certain exceptions, our ability to incur additional indebtedness, declare dividends, repurchase shares of common stock or make capital expenditures, among other things, without consent. These restrictions did not materially impact our liquidity during the three months ended March 31, 2026, and are not expected to constrain our ability to operate in the ordinary course prior to the closing of the Merger. Regulatory Capital We are subject to regulatory oversight by the SEC, the Financial Industry Regulatory Authority (“FINRA”), the U.S. Commodity Futures Trading Commission (“CFTC”), the Financial Conduct Authority (“FCA”) and other international regulatory bodies. We strive to ensure that we are compliant with our regulatory obligations at all times. Our primary capital requirement relates to the FCA-supervised regulatory group (a sub-group of our company), comprising Janus Henderson (UK) Holdings Limited, all of its subsidiaries and Janus Henderson Investors International Limited (“JHIIL”). JHIIL is included as a connected undertaking to meet the requirements of the Investment Firm Prudential Regime (“IFPR”) for Markets in Financial Instruments Directive (“MiFID”) investment firms (“MIFIDPRU”). The combined capital requirement is £155.1 million ($204.5 million), resulting in £309.2 million ($407.7 million) of capital above the requirement as of March 31, 2026, based upon internal calculations, and taking into account the effect of foreseeable dividends. Capital requirements in other jurisdictions are not significant in aggregate. The FCA-supervised regulatory group is also subject to liquidity requirements and holds a sufficient surplus above these requirements. ​ Short-Term Liquidity Considerations Common Stock Purchases — Corporate Buyback Program On April 30, 2025, our Board of Directors approved the 2025 Corporate Buyback Program under which we were authorized to repurchase up to $200.0 million of our common stock at any time prior to the date of our 2026 Annual General Meeting of Shareholders. Repurchases under the 2025 Corporate Buyback Program may be effected through a variety of methods, including open market repurchases in compliance with Rule 10b-18 under the Exchange Act (including through the use of trading plans intended to comply with Rule 10b5-1 under the Exchange Act), privately-negotiated transactions, accelerated stock repurchase plans, block purchases or other similar purchase techniques. We are not obligated to repurchase any specific number of shares, and the timing and actual number of shares of common stock repurchased will depend on a variety of factors, including our stock price, general economic, business and market conditions and other relevant factors. There can be no assurance as to the timing or number of shares of any repurchases in the future. As of March 31, 2026, cumulative shares of common stock repurchased under the 2025 Corporate Buyback Program were 3,482,204 for $142.7 million. As part of the Merger Agreement, common stock repurchases under the 2025 Corporate Buyback Program have been suspended during the period from the date of the Merger Agreement until the earlier of the closing of the Merger or the termination of the Merger Agreement. Common Stock Purchases — Share Plan Repurchases On April 30, 2025, our Board of Directors approved the repurchase of up to 6,000,000 additional shares of common stock to make grants to executives and employees at any time prior to the date of our 2026 Annual General Meeting of Shareholders. As of March 31, 2026, cumulative shares of common stock repurchased under the 2025 Share Plan Repurchases were 2,500,200 for $92.3 million. As part of the Merger Agreement, common stock repurchases under the Share Plan Repurchases have been suspended during the period from the date of the Merger Agreement until the earlier of the closing of the Merger or the termination of the Merger Agreement. Dividends The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors, including our results of operations, financial condition, capital requirements, general business conditions and legal requirements. Under the Merger Agreement, we may declare, set aside or pay a quarterly dividend not to exceed $1.00 per share beginning with fiscal quarters commencing on or after July 1, 2026, with declaration and payment dates consistent with past practice, and subject to the prior satisfaction or waiver by Juniper Company Limited of certain conditions. 25 Table of Contents Long-Term Liquidity Considerations Given the Merger Agreement, our long-term liquidity considerations are focused on maintaining sufficient liquidity to operate in the ordinary course of business through the expected closing date of the Merger (mid-2026). Other Sources of Liquidity At March 31, 2026, we had a $200 million unsecured, revolving Credit Facility. The Credit Facility includes an option for us to request an increase to our borrowing capacity under the Credit Facility of up to an additional $50.0 million. The maturity date of the Credit Facility is June 30, 2030. As part of the Merger Agreement, our borrowings under the Credit Facility may not exceed $75 million without Parent consent. The Credit Facility may be used for general corporate purposes and bears interest on borrowings outstanding at the relevant interbank offer plus a spread. The Credit Facility contains a financial covenant related to our long-term credit rating and financial leverage. If our long-term credit rating falls below a predefined threshold, our financing leverage ratio cannot exceed 3.00x EBITDA. At the latest practicable date before the date of this report, our credit rating was at or above the threshold established by the Credit Facility, and there were no borrowings under the Credit Facility. Refer to Note 8 — Debt for further information on the Credit Facility. Other sources of liquidity related to the Merger Agreement include seed capital redemptions. Cash Flows A summary of cash flow data for the three months ended March 31, 2026 and 2025, was as follows (in millions): Three months ended March 31, 2026 2025 Cash flows provided by (used for): Operating activities $ 234.8 $ 2.8 Investing activities (159.7 ) (227.3 ) Financing activities 48.9 79.6 Effect of exchange rate changes on cash and cash equivalents (7.9 ) 15.8 Net change in cash and cash equivalents 116.1 (129.1 ) Cash balance at beginning of period 1,293.5 1,234.8 Cash balance at end of period $ 1,409.6 $ 1,105.7 Operating Activities Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments. Investing Activities Cash used for investing activities for the three months ended March 31, 2026 and 2025, was as follows (in millions): Three months ended March 31, 2026 2025 Purchases of investments by consolidated seeded investment products, net $ (73.1 ) $ (181.7 ) Purchases of investments, net (89.7 ) (44.8 ) Seed capital hedges, net 10.1 2.6 Other, net (7.0 ) (3.4 ) Cash used for investing activities $ (159.7 ) $ (227.3 ) We consolidate certain seeded investment products into our group financial statements. The purchases and sales of investments within consolidated seeded investment products are disclosed separately from our capital contributions to seed a product. We also maintain an economic hedge program that uses derivative instruments to mitigate against market exposure of certain seeded investments. The cash received and paid as part of this program is reflected in the table above. We periodically add new investment strategies to our investment product offerings by providing the initial cash investment, or seeding, in a product. The primary purpose of seeded investment products is to generate an investment performance track record in these products and leverage that track record to attract third-party investors. We may redeem our seed capital investments for a variety of reasons, including when third-party investments in the relevant product are sufficient to sustain the investment strategy. The cash associated with seeding and redeeming seeded investment products is reflected in the above table as purchases of investments, net. The transactions discussed above represent a majority of the activity within investing activities on our Condensed Consolidated Statements of Cash Flows. 26 Table of Contents Financing Activities ​ Cash provided by financing activities for the three months ended March 31, 2026 and 2025, was as follows (in millions): Three months ended March 31, 2026 2025 Third-party capital invested into consolidated seeded investment products, net $ 58.5 $ 170.6 Dividends paid to shareholders — (61.5 ) Purchase of common stock for the share buyback program — (26.8 ) Purchase of common stock for stock-based compensation plans, including net settlement of equity awards (8.7 ) (2.6 ) Other, net (0.9 ) (0.1 ) Cash provided by financing activities $ 48.9 $ 79.6 The majority of cash flows within financing activities were driven by third-party capital invested into consolidated seeded investment products, net and the purchase of common stock for stock-based compensation plans, including the net settlement of equity awards. Third-party capital invested into consolidated seeded investment products, net represents the cash received from third-party investors in a seeded investment product that is consolidated into our group financial statements. When a third-party investor redeems the investment, a cash outflow is disclosed as a distribution. For the quarter ended March 31, 2025, cash flows within financing activities were also driven by the payment of dividends to shareholders and the purchase of common stock as part of the Corporate Buyback Programs. CRITICAL ACCOUNTING ESTIMATES We continually evaluate the accounting policies and estimates used to prepare the condensed consolidated financial statements. In general, management’s estimates are based on historical experience, information from third-party professionals, as appropriate, and various other assumptions that are believed to be reasonable under current facts and circumstances. Actual results could differ from those estimates made by management. There were no material changes to our critical accounting estimates described in our Annual Report on Form 10-K for the year ended December 31, 2025.