JANUS HENDERSON GROUP PLC (Form: 10-Q, Received: 05/04/2022 06:14:37)

Three months ended

March 31,

Unrealized gains (losses) on investment securities held at period end

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from to

Commission File Number 001-38103

JANUS HENDERSON GROUP PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands
(State or other jurisdiction of
incorporation or organization)

98-1376360
(I.R.S. Employer
Identification No.)

201 Bishopsgate

London, United Kingdom
(Address of principal executive offices)

EC2M3AE
(Zip Code)

+44 (0) 20 7818 1818

(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ⌧ Accelerated Filer ◻ Non-Accelerated Filer ◻ Smaller Reporting Company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of May 2, 2022, there were 167,787,514 shares of the Company’s common stock, $1.50 par value per share, issued and outstanding.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(U.S. Dollars in Millions, Except Share Data)


	March 31,		December 31,
	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	800.8	$	1,107.3
Investment securities		419.3		451.4
Fees and other receivables		322.6		351.6
OEIC and unit trust receivables		256.3		84.4
Assets of consolidated VIEs:
Cash and cash equivalents		12.6		11.3
Investment securities		244.5		250.9
Other current assets		2.5		2.1
Other current assets		147.3		150.2
Total current assets		2,205.9		2,409.2
Non-current assets:
Property, equipment and software, net		54.6		63.3
Intangible assets, net		2,488.9		2,542.7
Goodwill		1,316.8		1,374.3
Retirement benefit asset, net		160.5		165.1
Other non-current assets		196.6		172.9
Total assets	$	6,423.3	$	6,727.5

LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities	$	253.4	$	271.6
Current portion of accrued compensation, benefits and staff costs		174.7		420.0
OEIC and unit trust payables		263.5		92.2
Liabilities of consolidated VIEs:
Accounts payable and accrued liabilities		2.5		2.6
Total current liabilities		694.1		786.4

Non-current liabilities:
Accrued compensation, benefits and staff costs		22.0		45.7
Long-term debt		309.7		310.4
Deferred tax liabilities, net		617.0		619.2
Retirement benefit obligations, net		4.6		4.8
Other non-current liabilities		121.3		134.4
Total liabilities		1,768.7		1,900.9

Commitments and contingencies (See Note 15)

REDEEMABLE NONCONTROLLING INTERESTS		150.7		163.4

EQUITY
Common stock, $1.50 par value; 480,000,000 shares authorized, and 167,787,514 and 169,046,154 shares issued and outstanding as of March 31, 2022, and December 31, 2021, respectively		251.7		253.6
Additional paid-in-capital		3,684.9		3,771.8
Treasury shares, 830,071 and 1,133,934 shares held at March 31, 2022, and December 31, 2021, respectively		(40.3)		(55.1)
Accumulated other comprehensive loss, net of tax		(443.2)		(396.1)
Retained earnings		1,048.0		1,073.6
Total shareholders’ equity		4,501.1		4,647.8
Nonredeemable noncontrolling interests		2.8		15.4
Total equity		4,503.9		4,663.2
Total liabilities, redeemable noncontrolling interests and equity	$	6,423.3	$	6,727.5

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(U.S. Dollars in Millions, Except per Share Data)


	Three months ended
	March 31,
	2022		2021
Revenue:
Management fees	$	514.0	$	514.9
Performance fees		(8.4)		17.0
Shareowner servicing fees		62.4		60.8
Other revenue		52.0		51.3
Total revenue		620.0		644.0
Operating expenses:
Employee compensation and benefits		164.6		174.6
Long-term incentive plans		51.4		53.5
Distribution expenses		141.8		127.4
Investment administration		14.8		12.6
Marketing		7.4		6.2
General, administrative and occupancy		73.1		63.0
Impairment of goodwill and intangible assets		32.8		3.6
Depreciation and amortization		9.5		10.6
Total operating expenses		495.4		451.5
Operating income		124.6		192.5
Interest expense		(3.2)		(3.2)
Investment gains (losses), net		(32.2)		1.6
Other non-operating expenses, net		(7.8)		(0.1)
Income before taxes		81.4		190.8
Income tax provision		(22.8)		(43.1)
Net income		58.6		147.7
Net loss attributable to noncontrolling interests		20.1		7.8
Net income attributable to JHG	$	78.7	$	155.5

Earnings per share attributable to JHG common shareholders:
Basic	$	0.47	$	0.88
Diluted	$	0.47	$	0.88
Other comprehensive income (loss), net of tax:
Foreign currency translation gains (losses)	$	(47.0)	$	3.3
Actuarial gains		0.1		0.1
Other comprehensive income (loss), net of tax		(46.9)		3.4
Other comprehensive income attributable to noncontrolling interests		(0.2)		(0.8)
Other comprehensive income (loss) attributable to JHG	$	(47.1)	$	2.6
Total comprehensive income	$	11.7	$	151.1
Total comprehensive loss attributable to noncontrolling interests		19.9		7.0
Total comprehensive income attributable to JHG	$	31.6	$	158.1

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. Dollars in Millions)


	Three months ended
	March 31,
	2022		2021
CASH FLOWS PROVIDED BY (USED FOR):
Operating activities:
Net income	$	58.6	$	147.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9.5		10.6
Impairment of goodwill and intangible assets		32.8		3.6
Deferred income taxes		0.2		0.4
Stock-based compensation plan expense		22.6		17.6
Loss on sale of Intech		9.1		-
Investment gains (losses), net		32.2		(1.6)
Contributions to pension plans in excess of costs recognized		(0.1)		-
Other, net		11.3		(2.4)
Changes in operating assets and liabilities:
OEIC and unit trust receivables and payables		(0.6)		(0.3)
Other assets		(1.1)		4.1
Other accruals and liabilities		(232.0)		(153.9)
Net operating activities		(57.5)		25.8
Investing activities:
Sales (purchases) of:
Investment securities, net		(34.2)		51.4
Property, equipment and software		(2.9)		(1.6)
Investment securities by consolidated seeded investment products, net		13.0		(28.1)
Cash received (paid) on settled seed capital hedges, net		11.7		(1.8)
Dividends received from equity-method investments		0.5		1.1
JHG long-term note with Intech		(10.0)		-
Proceeds from sale of Intech		5.0		-
Receipt of contingent consideration payments from sale of subsidiaries		-		2.4
Net investing activities		(16.9)		23.4
Financing activities:
Proceeds from stock-based compensation plans		0.5		0.8
Purchase of common stock for stock-based compensation plans		(94.5)		(61.5)
Purchase of common stock from Dai-ichi Life and share buyback program		(43.3)		(230.2)
Dividends paid to shareholders		(64.3)		(61.7)
Distributions to noncontrolling interests		(1.3)		(0.1)
Third-party sales (purchases) in consolidated seeded investment products, net		(11.7)		30.2
Principal payments under capital lease obligations		(0.2)		-
Net financing activities		(214.8)		(322.5)
Cash and cash equivalents:
Effect of foreign exchange rate changes		(16.0)		1.8
Net change		(305.2)		(271.5)
At beginning of period		1,118.6		1,108.1
At end of period	$	813.4	$	836.6
Supplemental cash flow information:
Cash paid for interest	$	7.3	$	7.3
Cash paid for income taxes, net of refunds	$	18.4	$	9.1
Reconciliation of cash and cash equivalents:
Cash and cash equivalents	$	800.8	$	826.1
Cash and cash equivalents held in consolidated VIEs		12.6		10.5
Total cash and cash equivalents	$	813.4	$	836.6

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANUS HENDERSON GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

(Amounts in Millions)


									Accumulated
					Additional				other				Nonredeemable
	Number of		Common		paid-in		Treasury		comprehensive		Retained		noncontrolling		Total
Three months ended March 31, 2022	shares		stock		capital		shares		loss		earnings		interests		equity
Balance at January 1, 2022	169.0	$	253.6	$	3,771.8	$	(55.1)	$	(396.1)	$	1,073.6	$	15.4	$	4,663.2
Net income	—		—		—		—		—		78.7		—		78.7
Other comprehensive loss	—		—		—		—		(47.1)		—		—		(47.1)
Dividends paid to shareholders ($0.38 per share)	—		—		—		—		—		(64.3)		—		(64.3)
Purchase of common stock from share buyback program	(1.2)		(1.9)		—		—		—		(41.4)		—		(43.3)
Distributions to noncontrolling interests	—		—		—		—		—		—		(1.0)		(1.0)
Sale of Intech	—		—		—		—		—		—		(11.6)		(11.6)
Fair value adjustments to redeemable noncontrolling interests	—		—		—		—		—		1.4		—		1.4
Purchase of common stock for stock-based compensation plans	—		—		(94.1)		(0.4)		—		—		—		(94.5)
Vesting of stock-based compensation plans	—		—		(15.2)		15.2		—		—		—		—
Stock-based compensation plan expense	—		—		21.9		—		—		—		—		21.9
Proceeds from stock-based compensation plans	—		—		0.5		—		—		—		—		0.5
Balance at March 31, 2022	167.8	$	251.7	$	3,684.9	$	(40.3)	$	(443.2)	$	1,048.0	$	2.8	$	4,503.9

									Accumulated
					Additional				other				Nonredeemable
	Number of		Common		paid-in		Treasury		comprehensive		Retained		noncontrolling		Total
Three months ended March 31, 2021	shares		stock		capital		shares		loss		earnings		interests		equity
Balance at January 1, 2021	180.4	$	270.6	$	3,815.0	$	(107.3)	$	(324.0)	$	1,062.1	$	17.4	$	4,733.8
Net income	—		—		—		—		—		155.5		(1.5)		154.0
Other comprehensive income	—		—		—		—		2.6		—		—		2.6
Dividends paid to shareholders ($0.36 per share)	—		—		—		—		—		(61.7)		—		(61.7)
Purchase of common stock from Dai-ichi Life and share buyback program	(8.1)		(12.1)		—		—		—		(218.1)		—		(230.2)
Distributions to noncontrolling interests	—		—		—		—		—		—		(0.1)		(0.1)
Fair value adjustments to redeemable noncontrolling interests	—		—		—		—		—		(0.1)		—		(0.1)
Purchase of common stock for stock-based compensation plans	—		—		(61.2)		(0.3)		—		—		—		(61.5)
Vesting of stock-based compensation plans	—		—		(3.2)		3.2		—		—		—		—
Stock-based compensation plan expense	—		—		17.6		—		—		—		—		17.6
Proceeds from stock-based compensation plans	—		—		0.8		—		—		—		—		0.8
Balance at March 31, 2021	172.3	$	258.5	$	3,769.0	$	(104.4)	$	(321.4)	$	937.7	$	15.8	$	4,555.2

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANUS HENDERSON GROUP PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Basis of Presentation and Significant Accounting Policies

Basis of Presentation

In the opinion of management of Janus Henderson Group plc (“JHG,” “the Company,” “we,” “us,” “our” and similar terms), the accompanying unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary to fairly state our financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Such financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP are not required for interim reporting purposes and have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the annual consolidated financial statements and notes presented in our Annual Report on Form 10-K for the year ended December 31, 2021. Events subsequent to the balance sheet date have been evaluated for inclusion in the accompanying financial statements through the issuance date.

Note 2 — Dispositions

On February 3, 2022, we announced the strategic decision to sell our 97%-owned Quantitative Equities subsidiary, Intech Investment Management LLC (“Intech”), to a consortium composed of Intech management and certain Intech non-executive directors (“Management Buyout”). The Management Buyout is expected to enable both organizations to refocus on their key value propositions: Janus Henderson on providing active, fundamental investing, and Intech on delivering quantitative investment solutions for institutional investors.

On March 31, 2022, the Management Buyout closed and we recognized a $9.1 million loss on disposal of Intech. The loss is recognized in other non-operating expenses, net on our Condensed Consolidated Statements of Comprehensive Income. Consideration received as part of the Management Buyout included cash proceeds of $14.9 million ($9.9 million will be collected in the third quarter 2022), contingent consideration of up to $17.5 million which is based on future Intech revenue and an option agreement with a fair value of $3.9 million that provides JHG the option to purchase a certain equity stake in Intech at a predetermined price on or before the seventh anniversary of the Management Buyout.

The terms of the transaction also included a $20.0 million 7-year term note subject to two tranches. The first tranche of $10.0 million was paid to Intech at closing while the second tranche of $10.0 million is available to Intech, subject to certain restrictions. The first tranche of the term note pays interest at 5.5%, while the second tranche pays interest at 6.0%.

JHG and Intech entered into a transition services agreement that provides for continuation of support services to help ensure a seamless transition in operations and continuity in serving Intech’s clients.

Note 3 — Consolidation

Variable Interest Entities

Consolidated Variable Interest Entities

Our consolidated variable interest entities (“VIEs”) as of March 31, 2022, and December 31, 2021, include certain consolidated seeded investment products in which we have an investment and act as the investment manager. Third-party assets held in consolidated VIEs are not available to us or to our creditors. We may not, under any circumstances, access third-party assets held by consolidated VIEs to use in our operating activities or otherwise. In addition, the investors in these consolidated VIEs have no recourse to the credit of JHG.

Unconsolidated Variable Interest Entities

The following table presents the carrying value of investment securities included on our Condensed Consolidated Balance Sheets pertaining to unconsolidated VIEs (in millions):


	March 31,		December 31,
	2022		2021
Unconsolidated VIEs	$	94.0	$	102.7

Our total exposure to unconsolidated VIEs represents the value of our economic ownership interest in the investment securities.

Voting Rights Entities

Consolidated Voting Rights Entities

The following table presents the balances related to consolidated voting rights entities (“VREs”) that were recorded on our Condensed Consolidated Balance Sheets, including our net interest in these products (in millions):


	March 31,		December 31,
	2022		2021
Investment securities	$	211.6	$	179.6
Cash and cash equivalents		18.8		1.3
Other current assets		2.0		0.7
Accounts payable and accrued liabilities		(2.6)		(1.2)
Total	$	229.8	$	180.4
Redeemable noncontrolling interests in consolidated VREs		(32.3)		(17.5)
JHG's net interest in consolidated VREs	$	197.5	$	162.9

Third-party assets held in consolidated VREs are not available to us or to our creditors. We may not, under any circumstances, access third-party assets held by consolidated VREs to use in our operating activities or otherwise. In addition, the investors in these consolidated VREs have no recourse to the credit of JHG.

Our total exposure to consolidated VREs represents the value of our economic ownership interest in these seeded investment products.

Unconsolidated Voting Rights Entities

The following table presents the carrying value of investment securities included on our Condensed Consolidated Balance Sheets pertaining to unconsolidated VREs (in millions):


	March 31,		December 31,
	2022		2021
Unconsolidated VREs	$	25.7	$	56.6

Our total exposure to unconsolidated VREs represents the value of our economic ownership interest in the investment securities.

Note 4 — Investment Securities

Our investment securities as of March 31, 2022, and December 31, 2021, are summarized as follows (in millions):


	March 31,		December 31,
	2022		2021
Seeded investment products:
Consolidated VIEs	$	244.5	$	250.9
Consolidated VREs		211.6		179.6
Unconsolidated VIEs and VREs		119.7		159.3
Separate accounts		54.3		56.7
Pooled investment funds		0.1		0.1
Total seeded investment products		630.2		646.6
Investments related to deferred compensation plans		26.3		50.3
Other investments		7.3		5.4
Total investment securities	$	663.8	$	702.3

Trading Securities

Net unrealized gains (losses) on investment securities held as of the three months ended March 31, 2022 and 2021, are summarized as follows (in millions):

Investment Gains (Losses), Net

Investment gains (losses), net on our Condensed Consolidated Statements of Comprehensive Income included the following for the three months ended March 31, 2022 and 2021 (in millions):


	Three months ended
	March 31,
	2022		2021
Seeded investment products and hedges, net	$	(11.5)	$	5.6
Third-party ownership interests in seeded investment products		(20.1)		(8.0)
Long Tail Alpha investment		1.5		2.1
Deferred equity plan		(1.5)		1.9
Other		(0.6)		—
Investment gains (losses), net	$	(32.2)	$	1.6

Cash Flows

Cash flows related to investment securities for the three months ended March 31, 2022 and 2021, are summarized as follows (in millions):

Three months ended March 31,

2022

2021

Sales,

Purchases

settlements

Purchases

settlements

and

settlements

maturities

settlements

maturities

Investment securities by consolidated seeded investment products

(3.9)

16.9

(30.2)

2.1

Investment securities

(40.5)

6.3

(0.5)

51.9

Note 5 — Derivative Instruments

Derivative Instruments Used to Hedge Seeded Investment Products

We maintain an economic hedge program that uses derivative instruments to mitigate against market volatility of certain seeded investments by using index and commodity futures (“futures”), index swaps, total return swaps and credit default swaps. Foreign currency exposures associated with our seeded investment products are also hedged by using foreign currency forward contracts and swaps.

We were party to the following derivative instruments as of March 31, 2022, and December 31, 2021 (in millions):


	Notional value
	March 31, 2022		December 31, 2021
Futures	$	352.9	$	368.7
Credit default swaps		148.4		207.2
Total return swaps		52.7		55.0
Foreign currency forward contracts and swaps		456.2		415.6

The derivative instruments are not designated as hedges for accounting purposes. Changes in fair value of the derivatives are recognized in investment gains (losses), net in our Condensed Consolidated Statements of Comprehensive Income. The change in fair value of the derivative instruments for the three months ended March 31, 2022 and 2021, are summarized as follows (in millions):


	Three months ended March 31,
	2022		2021
Futures	$	15.4	$	(1.5)
Credit default swaps		2.3		—
Total return swaps		7.4		(2.9)
Foreign currency forward contracts and swaps		(7.0)		6.1
Total gain from derivative instruments	$	18.1	$	1.7

Derivative assets and liabilities are generally recognized on a gross basis and included in other current assets or in accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. The derivative assets and liabilities as of March 31, 2022, and December 31, 2021, are summarized as follows (in millions):


	Fair value
	March 31, 2022		December 31, 2021
Derivative assets	$	3.4	$	8.8
Derivative liabilities		16.2		15.5

In addition to using derivative instruments to mitigate against market volatility of certain seeded investments, we also engage in short sales of securities to hedge seed investments. As of March 31, 2022, and December 31, 2021, the fair value of securities sold but not yet purchased was $2.6 million and $3.1 million, respectively. The cash received from the short sale and the obligation to repurchase the shares are classified in other current assets and accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets, respectively. Fair value adjustments are recognized in investment gains (losses), net on our Condensed Consolidated Statements of Comprehensive Income.

Derivative Instruments in Consolidated Seeded Investment Products

Certain of our consolidated seeded investment products utilize derivative instruments to contribute to the achievement of defined investment objectives. These derivative instruments are classified within other current assets or in accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. Gains and losses on these derivative instruments are classified within investment gains (losses), net in our Condensed Consolidated Statements of Comprehensive Income.

Our consolidated seeded investment products were party to the following derivative instruments as of March 31, 2022, and December 31, 2021 (in millions):


	Notional value
	March 31, 2022		December 31, 2021
Futures	$	118.8	$	190.1
Credit default swaps		2.8		6.1
Total return swaps		13.1		—
Options		0.4		0.1
Foreign currency forward contracts and swaps		81.0		22.1

The derivative assets and liabilities as of March 31, 2022, and December 31, 2021, are summarized as follows (in millions):


	Fair value
	March 31, 2022		December 31, 2021
Derivative assets	$	0.3	$	3.2
Derivative liabilities		0.8		—

Derivative Instruments — Used in Foreign Currency Hedging Program

We maintain a balance sheet foreign currency hedging program (the “Program”) to take reasonable measures to minimize the income statement effects of foreign currency remeasurement of monetary balance sheet accounts. The Program utilizes foreign currency forward contracts and swaps to achieve its objectives, and it is considered an economic hedge for accounting purposes.

The notional value of the foreign currency forward contracts and swaps as of March 31, 2022, and December 31, 2021, is summarized as follows (in millions):

The derivative assets and liabilities are generally recognized on a gross basis and included in other current assets or in accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. The derivative assets and liabilities as of March 31, 2022, and December 31, 2021, are summarized as follows (in millions):


	Fair value
	March 31, 2022		December 31, 2021
Derivative assets	$	0.3	$	3.2
Derivative liabilities		0.8		—

Changes in fair value of the derivatives are recognized in other non-operating expenses, net on our Condensed Consolidated Statements of Comprehensive Income. We recognized a loss of $2.1 million during the three months ended March 31, 2022, and a gain of $0.6 million during the three months ended March 31, 2021. Foreign currency remeasurement is also recognized in other non-operating expenses, net on our Condensed Consolidated Statements of Comprehensive Income.

Note 6 — Fair Value Measurements

The following table presents assets and liabilities reflected in the financial statements or disclosed in the notes to the financial statements at fair value on a recurring basis as of March 31, 2022 (in millions):


	Fair value measurements using:
	Quoted prices in
	active markets for
	identical assets		Significant other		Significant
	and liabilities		observable inputs		unobservable inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents	$	368.8	$	—	$	—	$	368.8
Investment securities:
Consolidated VIEs		208.3		30.3		5.9		244.5
Other investment securities		354.5		64.8		—		419.3
Total investment securities		562.8		95.1		5.9		663.8
Seed hedge derivatives		—		3.4		—		3.4
Derivatives in consolidated seeded investment products		—		0.5		—		0.5
Derivatives used in foreign currency hedging program		—		0.3		—		0.3
Intech option agreement		—		—		3.9		3.9
Intech contingent consideration		—		—		12.6		12.6
Volantis contingent consideration		—		—		0.8		0.8
Total assets	$	931.6	$	99.3	$	23.2	$	1,054.1
Liabilities:
Derivatives in consolidated seeded investment products	$	—	$	0.6	$	—	$	0.6
Derivatives used in foreign currency hedging program		—		0.8		—		0.8
Securities sold, not yet purchased		2.6		—		—		2.6
Seed hedge derivatives		—		16.2		—		16.2
Long-term debt⁽¹⁾		—		313.4		—		313.4
Deferred bonuses		—		—		34.3		34.3
Total liabilities	$	2.6	$	331.0	$	34.3	$	367.9

(1)	Carried at amortized cost and disclosed at fair value.


	Fair value measurements using:
	Quoted prices in
	active markets for
	identical assets		Significant other		Significant
	and liabilities		observable inputs		unobservable inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Assets:
Cash equivalents	$	585.4	$	—	$	—	$	585.4
Investment securities:
Consolidated VIEs		216.8		26.2		7.9		250.9
Other investment securities		424.1		27.3		—		451.4
Total investment securities		640.9		53.5		7.9		702.3
Seed hedge derivatives		—		8.8		—		8.8
Derivatives in consolidated seeded investment products		—		0.6		—		0.6
Derivatives used in foreign currency hedging program		—		3.2		—		3.2
Volantis contingent consideration		—		—		0.9		0.9
Total assets	$	1,226.3	$	66.1	$	8.8	$	1,301.2
Liabilities:
Derivatives in consolidated seeded investment products	$	—	$	0.4	$	—	$	0.4
Securities sold, not yet purchased		3.1		—		—		3.1
Seed hedge derivatives		—		15.5		—		15.5
Long-term debt⁽¹⁾		—		328.7		—		328.7
Deferred bonuses		—		—		50.5		50.5
Total liabilities	$	3.1	$	344.6	$	50.5	$	398.2

(1)	Carried at amortized cost and disclosed at fair value.

Level 1 Fair Value Measurements

Our Level 1 fair value measurements consist mostly of investments held by seeded investment products, investments in advised mutual funds, cash equivalents, securities sold, not yet purchased and investments related to deferred compensation plans with quoted market prices in active markets. The fair value level of consolidated investments held by seeded investment products is determined by the underlying securities of the product. The fair value level of unconsolidated investments held in seeded investment products is determined by the net asset value (“NAV”), which is considered a quoted price in an active market.

Level 2 Fair Value Measurements

Our Level 2 fair value measurements consist mostly of consolidated seeded investment products, derivative instruments and our long-term debt. The fair value of consolidated seeded investment products is determined by the underlying securities of the product. The fair value of our long-term debt is determined using broker quotes and recent trading activity, which are considered Level 2 inputs.

Level 3 Fair Value Measurements

Investment Securities

As of March 31, 2022, and December 31, 2021, certain securities within consolidated VIEs were valued using significant unobservable inputs, resulting in Level 3 classification.

Intech Option Agreement and Contingent Consideration

On March 31, 2022, we completed the sale of Intech. Consideration received as part of the Management Buyout included contingent consideration of up to $17.5 million and an option agreement that provides JHG the option to purchase a certain equity stake in Intech at a predetermined price on or before the seventh anniversary of the Management Buyout.

As of March 31, 2022, the fair value of the option agreement and of the Intech contingent consideration was $3.9 million and $12.6 million, respectively. Significant unobservable inputs were used to value the call option and contingent consideration including revenue estimates, discount rate and volatility.

Volantis Contingent Consideration

On April 1, 2017, we completed the sale of the Volantis UK Small Cap (“Volantis”) alternative team assets. Consideration for the sale was a 10% share of the management and performance fees generated by Volantis (excluding one particular fund) for a period of three years following the sale. In addition, consideration for the sale included 50% of the first £12 million of performance fees generated by the excluded fund referenced above. As of March 31, 2022, the fund has not reached the £12 million performance fee threshold. As a result, this fee sharing arrangement will remain in effect until the performance threshold is reached.

As of March 31, 2022, and December 31, 2021, the fair value of the Volantis contingent consideration was $0.8 million and $0.9 million, respectively.

Deferred Bonuses

Deferred bonuses represent liabilities to employees over the vesting period that will be settled by investments in our products. The significant unobservable inputs used to value the liabilities are investment designations and vesting periods.

Changes in Fair Value

Changes in fair value of our Level 3 assets for the three months ended March 31, 2022 and 2021, were as follows (in millions):


	Three months ended
	March 31,
	2022		2021
Beginning of period fair value	$	8.8	$	31.4
Intech option agreement		3.9		—
Contingent consideration from sale of Intech		12.6		—
Settlement of contingent consideration		—		(2.2)
Fair value adjustments		(1.5)		(3.9)
Purchases of securities		(0.2)		2.3
Sales of securities		(0.3)		(0.4)
Foreign currency translation		(0.1)		—
End of period fair value	$	23.2	$	27.2

Changes in fair value of our individual Level 3 liabilities for the three months ended March 31, 2022 and 2021, were as follows (in millions):


	Three months ended March 31,
	2022		2021
	Deferred		Deferred
	bonuses		bonuses
Beginning of period fair value	$	50.5	$	65.2
Fair value adjustments		(1.6)		2.3
Vesting of deferred bonuses		(21.6)		(2.5)
Amortization of deferred bonuses		8.4		8.0
Foreign currency translation		(1.4)		0.6
End of period fair value	$	34.3	$	73.6

Nonrecurring Fair Value Measurements

Nonrecurring Level 3 fair value measurements include goodwill and intangible assets. We measure the fair value of goodwill and intangible assets on initial recognition using discounted cash flow (“DCF”) analysis that requires assumptions regarding projected future earnings and discount rates. Because of the significance of the unobservable inputs in the fair value measurements of these assets, such measurements are classified as Level 3.

Note 7 — Goodwill and Intangible Assets

The following tables present movements in our intangible assets and goodwill during the three months ended March 31, 2022 and 2021 (in millions):


	December 31,								Foreign currency		March 31,
	2021		Amortization		Disposal		Impairment		translation		2022
Indefinite-lived intangible assets:
Investment management agreements	$	2,114.8	$	—	$	—	$	—	$	(7.8)	$	2,107.0
Trademarks		366.7		—		(4.7)		—		—		362.0
Definite-lived intangible assets:
Client relationships		168.4		—		(84.8)		—		0.1		83.7
Accumulated amortization		(107.2)		(1.9)		44.7		—		0.6		(63.8)
Net intangible assets	$	2,542.7	$	(1.9)	$	(44.8)	$	—	$	(7.1)	$	2,488.9
Goodwill	$	1,374.3	$	—	$	(7.0)	$	(32.8)	$	(17.7)	$	1,316.8


	December 31,								Foreign currency		March 31,
	2020		Amortization		Disposal		Impairment		translation		2021
Indefinite-lived intangible assets:
Investment management agreements	$	2,242.9	$	—	$	—	$	—	$	1.4	$	2,244.3
Trademarks		373.2		—		—		(3.6)		—		369.6
Definite-lived intangible assets:
Client relationships		170.9		—		—		—		(0.1)		170.8
Accumulated amortization		(100.7)		(1.9)		—		—		(0.2)		(102.8)
Net intangible assets	$	2,686.3	$	(1.9)	$	—	$	(3.6)	$	1.1	$	2,681.9
Goodwill	$	1,383.9	$	—	$	—	$	—	$	5.9	$	1,389.8

Management Buyout of Intech

As detailed in Note 2 – Dispositions, on March 31, 2022, the Management Buyout of Intech closed. As part of this disposition, we removed $4.7 million and $40.1 million of trademarks and client relationships, respectively, from our Condensed Consolidated Balance Sheets as these intangible assets were directly connected to Intech. In addition, we also allocated a certain amount of goodwill to Intech, which was also removed from our Condensed Consolidated Balance Sheets as part of the Management Buyout.

Out-of-Period Incremental Goodwill Impairment

In the first quarter 2020, due to the sudden decline of the global financial markets impacting our assets under management (“AUM”), we recognized a $123.5 million goodwill impairment expense. Subsequent to the first quarter 2020, we identified a $32.8 million error in which we did not consider the incremental impairment charge related to the tax-deductible goodwill. We have corrected this error in the first quarter 2022 as an out-of-period adjustment which is reflected in the table above and recorded in goodwill and intangible asset impairment charges on our Condensed Consolidated Statements of Comprehensive Income.

Perkins Trademark

During the first quarter of 2021, as part of our ongoing strategic initiatives and looking globally at delivering excellent service to our clients and positioning our business for success, we completed a review of Perkins Investment Management (“Perkins”). To right-size our product portfolio and better align with the changing needs of clients, certain strategies were closed and the funds were liquidated during the second quarter of 2021. The majority of the Perkins value equity strategies were unaffected by this reorganization and they have continued under the Janus Henderson brand. The Perkins brand was discontinued and the marketing efforts for value equity strategies were incorporated under the Janus Henderson brand. During the first quarter 2021, we impaired the entire balance of the intangible asset associated with the Perkins trademark. The impairment charge of $3.6 million is included in the table above and recorded in goodwill and intangible asset impairment charges on our Condensed Consolidated Statements of Comprehensive Income.

Future Amortization

Expected future amortization expense related to client relationships is summarized below (in millions):


Future amortization	Amount
2022 (remainder of year)	$	2.1
2023		2.5
2024		1.1
2025		1.1
2026		1.1
Thereafter		12.0
Total	$	19.9

Note 8 — Debt

Our debt as of March 31, 2022, and December 31, 2021, consisted of the following (in millions):


	March 31, 2022				December 31, 2021
	Carrying		Fair		Carrying		Fair
	value		value		value		value
4.875% Senior Notes due 2025	$	309.7	$	313.4	$	310.4	$	328.7

4.875% Senior Notes Due 2025

The 4.875% Senior Notes due 2025 (“2025 Senior Notes”) have a principal value of $300.0 million, pay interest at 4.875% semiannually on February 1 and August 1 of each year, and mature on August 1, 2025. The 2025 Senior Notes include unamortized debt premium, net at March 31, 2022, of $9.7 million, which will be amortized over the remaining life of the notes. The unamortized debt premium is recorded as a liability within long-term debt on our Condensed Consolidated Balance Sheets. JHG fully and unconditionally guarantees the obligations of Janus Henderson US (Holdings) Inc. in relation to the 2025 Senior Notes.

Credit Facility

At March 31, 2022, we had a $200 million, unsecured, revolving credit facility (“Credit Facility”). JHG and its subsidiaries may use the Credit Facility for general corporate purposes. The rate of interest for each interest period is the aggregate of the applicable margin, which is based on our long-term credit rating and the Secured Overnight Financing Rate (“SOFR”) in relation to any loan in U.S. dollars (“USD”); the Sterling Overnight Index Average (“SONIA”) in relation to any loan in British pounds (“GBP”); the Euro Interbank Offered Rate (“EURIBOR”) in relation to any loan in euros (“EUR”); or the Bank Bill Swap Rate (“BBSW”) in relation to any loan in Australian dollars (“AUD”). As a result of the phase out of the London Interbank Offered Rate (“LIBOR”), our Credit Facility was amended to incorporate the SOFR as the successor rate to USD LIBOR and the SONIA as the successor rate to GBP LIBOR. We are required to pay a quarterly commitment fee on any unused portion of the Credit Facility, which is also based on our long-term credit rating. Under the Credit Facility, our financing leverage ratio cannot exceed 3.00x EBITDA. At March 31, 2022, we were in compliance with all covenants contained in, and there were no outstanding borrowings under, the Credit Facility. The maturity date of the Credit Facility is February 16, 2024.

Note 9 — Income Taxes

Our effective tax rates for the three months ended March 31, 2022 and 2021, were as follows:

The effective tax rate for the three months ended March 31, 2022, compared to the three months ended March 31, 2021, was impacted by a decrease in pre-tax book income with an increase in the disallowed non-controlling interest loss. In addition, the effective tax rate was also impacted by excess tax benefit on equity-based vesting compensation.

As of March 31, 2022, we had $18.5 million of unrecognized tax benefits held for uncertain tax positions. We estimate that the existing liability for uncertain tax positions could decrease by up to $1.6 million within the next 12 months, without giving effect to changes in foreign currency translation.

Note 10 — Noncontrolling Interests

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests as of March 31, 2022, and December 31, 2021, consisted of the following (in millions):


	March 31,		December 31,
	2022		2021
Consolidated seeded investment products	$	150.7	$	148.5
Intech:
Employee appreciation rights		—		12.6
Founding member ownership interests		—		2.3
Total redeemable noncontrolling interests	$	150.7	$	163.4

Consolidated Seeded Investment Products

Noncontrolling interests in consolidated seeded investment products are classified as redeemable noncontrolling interests when there is an obligation to repurchase units at the investor’s request.

Redeemable noncontrolling interests in consolidated seeded investment products may fluctuate from period to period and are impacted by changes in our relative ownership, changes in the amount of third-party investment in seeded products and volatility in the market value of the seeded products’ underlying securities. Third-party redemption of investments in any particular seeded product is redeemed from the respective product’s net assets and cannot be redeemed from the assets of our other seeded products or from our other assets.

The following table presents the movement in redeemable noncontrolling interests in consolidated seeded investment products for the three months ended March 31, 2022 and 2021 (in millions):


	Three months ended
	March 31,
	2022		2021
Opening balance	$	148.5	$	70.6
Changes in market value		(20.1)		(6.3)
Changes in ownership		22.2		18.6
Foreign currency translation		0.1		0.8
Closing balance	$	150.7	$	83.7

Nonredeemable Noncontrolling Interests

Nonredeemable noncontrolling interests as of March 31, 2022, and December 31, 2021, were as follows (in millions):


	March 31,		December 31,
	2022		2021
Nonredeemable noncontrolling interests in:
Seed capital investments	$	2.8	$	2.8
Intech		—		12.6
Total nonredeemable noncontrolling interests	$	2.8	$	15.4

On March 31, 2022, we completed the sale of our 97%-owned subsidiary, Intech. See Note 2 – Dispositions for further information regarding the sale.

Note 11 — Long-Term Incentive and Employee Compensation

The following table presents restricted stock and mutual fund awards granted during the three months ended March 31, 2022 (in millions):


	Three months ended
	March 31,
	2022
Restricted stock	$	100.0
Mutual fund awards		98.3
Total	$	198.3

Restricted stock and mutual fund awards generally vest and will be recognized using a graded vesting method over a three- or four-year period.

Note 12 — Retirement Benefit Plans

We operate defined contribution retirement benefit plans and defined benefit pension plans.

Our primary defined benefit pension plan is the defined benefit section of the Janus Henderson Group UK Pension Scheme (“JHGPS”).

Net Periodic Benefit Credit

The components of net periodic benefit credit in respect of defined benefit plans for the three months ended March 31, 2022 and 2021, include the following (in millions):


	Three months ended
	March 31,
	2022		2021
Service cost	$	—	$	(0.2)
Interest cost		(4.5)		(2.8)
Amortization of prior service cost		(0.1)		(0.1)
Expected return on plan assets		4.5		3.3
Net periodic benefit credit	$	(0.1)	$	0.2

Note 13 — Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax for the three months ended March 31, 2022 and 2021, were as follows (in millions):


	Three months ended March 31,
	2022						2021
	Foreign		Retirement benefit				Foreign		Retirement benefit
	currency		asset, net		Total		currency		asset, net		Total
Beginning balance	$	(363.3)	$	(32.8)	$	(396.1)	$	(313.6)	$	(10.4)	$	(324.0)
Other comprehensive loss		(47.8)		—		(47.8)		7.5		—		7.5
Amounts reclassified from accumulated other comprehensive loss		0.8		0.1		0.9		(4.2)		0.1		(4.1)
Total other comprehensive loss		(47.0)		0.1		(46.9)		3.3		0.1		3.4
Less: other comprehensive loss attributable to noncontrolling interests		(0.2)		—		(0.2)		(0.8)		—		(0.8)
Ending balance	$	(410.5)	$	(32.7)	$	(443.2)	$	(311.1)	$	(10.3)	$	(321.4)

The components of other comprehensive income (loss), net of tax for the three months ended March 31, 2022 and 2021, were as follows (in millions):


	Three months ended March 31,
	2022						2021
	Pre-tax		Tax		Net		Pre-tax		Tax		Net
	amount		impact		amount		amount		impact		amount
Foreign currency translation adjustments	$	(49.0)	$	1.2	$	(47.8)	$	7.1	$	0.4	$	7.5
Reclassifications to net income		0.9		—		0.9		(4.1)		—		(4.1)
Total other comprehensive income (loss)	$	(48.1)	$	1.2	$	(46.9)	$	3.0	$	0.4	$	3.4

Note 14 — Earnings and Dividends Per Share

Earnings Per Share

The following is a summary of the earnings per share calculation for the three months ended March 31, 2022 and 2021 (in millions, except per share data):


	Three months ended
	March 31,
	2022		2021
Net income attributable to JHG	$	78.7	$	155.5
Allocation of earnings to participating stock-based awards		(2.0)		(4.8)
Net income attributable to JHG common shareholders	$	76.7	$	150.7

Weighted-average common shares outstanding — basic		164.0		171.0
Dilutive effect of nonparticipating stock-based awards		0.5		0.8
Weighted-average common shares outstanding — diluted		164.5		171.8

Earnings (loss) per share:
Basic (two class)	$	0.47	$	0.88
Diluted (two class)	$	0.47	$	0.88

Dividends Per Share

The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors, including, but not limited to, our results of operations, financial condition, capital requirements, legal requirements and general business conditions.

The following is a summary of cash dividends declared and paid during the three months ended March 31, 2022:


Dividend		Date	Dividends paid		Date
per share		declared	(in US$ millions)		paid
$	0.38	February 2, 2022	$	64.3	February 28, 2022

On May 3, 2022, the Board approved a 2.6% increase in the quarterly cash dividends and declared a $0.39 per share dividend for the first quarter 2022. The quarterly dividend will be paid on May 31, 2022, to shareholders of record at the close of business on May 16, 2022.

Note 15 — Commitments and Contingencies

We are periodically involved in various legal proceedings and other regulatory matters. Although there can be no assurances, based on information currently available, we believe that it is probable that the ultimate outcome of matters that are pending or threatened will not have a material effect on our consolidated financial statements.

With respect to the unaudited financial statements of Janus Henderson Group plc as of and for the three-month period ended March 31, 2022, appearing herein, PricewaterhouseCoopers LLP (United States) reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated May 4, 2022, appearing herein, states that they did not audit and they do not express an opinion on the unaudited financial statements. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP (United States) is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial statements because that report is not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP (United States) within the meaning of Sections 7 and 11 of the Act.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Janus Henderson Group plc

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of Janus Henderson Group plc and its subsidiaries (the “Company”) as of March 31, 2022, and the related condensed consolidated statement of comprehensive income (loss), of changes in equity, and of cash flows for the three-month periods ended March 31, 2022 and March 31, 2021, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated statement of comprehensive income, of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated February 24, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ PricewaterhouseCoopers LLP

Denver, Colorado

May 4, 2022

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “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, risks, uncertainties, assumptions and factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2021, 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.

Available Information

We make available free of charge our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments thereto as soon as reasonably practicable after such filings have been made with the SEC. These reports may be obtained through our Investor Relations website (ir.janushenderson.com) and are available in print at no charge upon request by any shareholder. The contents of our website are not incorporated herein for any purpose. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

Charters for the Audit Committee, Compensation Committee, Risk Committee, and Nominating and Corporate Governance Committee of our Board of Directors, as well as our Corporate Governance Guidelines, Code of Business Conduct and Code of Ethics for Senior Financial Officers (our “Senior Officer Code”) are posted on our Investor Relations website (ir.janushenderson.com) and are available in print at no charge upon request by any shareholder. Within the time period prescribed by SEC and New York Stock Exchange (“NYSE”) regulations, we will post on our website any amendment to our Senior Officer Code or our Code of Business Conduct and any waivers thereof for directors or executive officers. The information on our website is not incorporated by reference into this report.

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.

On March 23, 2022, we announced our Board’s appointment of Ali Dibadj as our Chief Executive Officer (“CEO”), effective on a mutually agreed date but no later than June 27, 2022. In connection with Mr. Dibadj’s appointment and the retirement of our former CEO, Richard Weil, the Board appointed Roger Thompson to serve as the interim CEO, effective April 1, 2022.

Segment Considerations

We are a global asset manager and manage a range of investment products, operating across various product lines, distribution channels and geographic regions. However, information is reported to the chief operating decision-maker, the current interim CEO, on an aggregated basis. Strategic and financial management decisions are determined centrally by the interim CEO and, on this basis, we operate as a single-segment investment management business.

Revenue

Revenue primarily consists of management 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 hurdle rate. 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 and client contracts allow for negative performance fees where there is underperformance against the relevant index.

FIRST QUARTER 2022 SUMMARY

First Quarter 2022 Highlights

●

Solid long-term investment performance, with 50%, 62%, 74% and 83% of our AUM outperforming relevant benchmarks on a one-, three-, five- and 10-year basis, respectively, as of March 31, 2022.

●

First quarter 2022 operating income was $124.6 million, or $178.8 million on an adjusted basis. Refer to the Non-GAAP Financial Measures section below for information on adjusted non-GAAP figures.

●

First quarter 2022 diluted earnings per share was $0.47, or $0.75 on an adjusted basis. Refer to the Non-GAAP Financial Measures section below for information on adjusted non-GAAP figures.

●

On May 3, 2022, the Board approved a 2.6% increase in the quarterly cash dividends and declared a $0.39 per share dividend for the first quarter 2022.

●

During the first quarter 2022, we acquired 1.2 million shares of our common stock for $43.3 million as part of the share buyback program. On May 3, 2022, the Board also approved authorization of $200 million of share buybacks through April 2023.

●

On March 23, 2022, we announced our Board’s appointment of Ali Dibadj as our next CEO, effective on a mutually agreed date but no later than June 27, 2022.

●

As of March 31, 2022, we completed the previously announced sale of our Quantitative Equities subsidiary, Intech.

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 2022 was $620.0 million, a decrease of $24.0 million, or (4%), compared to the first quarter 2021. Key drivers of the decrease include the following:

●

A decline of $25.4 million in performance fees primarily due to a reduction in performance fee crystallizations and an increase in negative mutual fund performance fees.

Total operating expenses for the first quarter 2022 were $495.4 million, an increase of $43.9 million, or 10%, compared to operating expenses in the first quarter 2021. Key drivers of the variance include the following:

●

An increase of $29.2 million in intangible asset and goodwill impairment charges due to the out-of-period incremental goodwill impairment in the first quarter 2022.

●

An increase of $14.4 million in distribution expenses driven by the timing of adjustments to distribution expenses.

●

An increase of $10.1 million in general, administrative and occupancy expenses primarily due to higher consultancy fees.

●

A decrease of $10.0 million in employee compensation and benefits primarily due to lower variable compensation charges.

Operating income for the first quarter 2022 was $124.6 million, a decrease of $67.9 million, or (35%), compared to the first quarter 2021. Our operating margin was 20.1% in the first quarter 2022 compared to 29.9% in the first quarter 2021.

Net income attributable to JHG in the first quarter 2022 was $78.7 million, a decrease of $76.8 million, or (49%), compared to the first quarter 2021. In addition to the aforementioned factors affecting revenue and operating expenses, key drivers of the variance include the following:

●

An unfavorable movement of $33.8 million in investment gains, net in the first quarter 2022 compared to the first quarter 2021, partially offset by an improvement of $12.3 million in net loss attributable to noncontrolling interests. Movements in investment gains, net and net loss attributable to noncontrolling interests are primarily due to fair value adjustments in relation to our seeded investment products and derivative instruments and the consolidation of third-party ownership interests in seeded investment products.

●

A decrease of $20.3 million in our provision for income taxes primarily due to a decrease in pre-tax income.

Investment Performance of Assets Under Management

The following table is a summary of investment performance as of March 31, 2022:


Percentage of AUM outperforming benchmark	1 year		3 years		5 years		10 years
Equities	32	%	44	%	61	%	76	%
Fixed Income	68	%	97	%	96	%	99	%
Multi-Asset	95	%	96	%	96	%	99	%
Alternatives	92	%	100	%	100	%	100	%
Total	50	%	62	%	74	%	83	%

Assets Under Management

Our AUM as of March 31, 2022, was $361.0 billion, a decrease of $71.3 billion, or (16.5%), from December 31, 2021, driven primarily by a $29.6 billion disposition of the Intech Quantitative Equities capability and negative market movements of $29.1 billion. Net redemptions of $11.9 billion, or $6.2 billion when excluding the Intech Quantitative Equities capability, also contributed to the decline in AUM.

Our non-USD AUM is primarily denominated in GBP, EUR and AUD. During the three months ended March 31, 2022, the USD strengthened against GBP and EUR, and weakened against AUD, resulting in a $2.0 billion decrease in our AUM. As of March 31, 2022, approximately 33.5% of our AUM was non-USD denominated.

VelocityShares exchange-traded notes (“ETNs”) and certain index products are not included within our AUM because we are not the named adviser or subadviser to ETNs or index products. VelocityShares ETN assets totaled $0.3 billion and $0.2 billion as of March 31, 2022, and December 31, 2021, respectively. VelocityShares index product assets, not included within our AUM, totaled $1.7 billion and $1.9 billion as of March 31, 2022, and December 31, 2021, respectively.

Our AUM and flows by capability for the three months ended March 31, 2022 and 2021, were as follows (in billions):


	Closing AUM														Closing AUM
	December 31,						Net sales						Reclassifications		March 31,
	2021		Sales		Redemptions⁽¹⁾		(redemptions)		Markets		FX⁽²⁾		and disposals⁽³⁾		2022
By capability
Equities	$	244.3	$	8.5	$	(12.3)	$	(3.8)	$	(19.2)	$	(1.3)	$	1.3	$	221.3
Fixed Income		79.6		6.0		(6.0)		—		(3.8)		(0.3)		—		75.5
Multi-Asset		59.7		2.3		(4.5)		(2.2)		(3.5)		(0.1)		—		53.9
Quantitative Equities		38.0		0.2		(5.9)		(5.7)		(2.6)		(0.1)		(29.6)		—
Alternatives		10.7		0.9		(1.1)		(0.2)		—		(0.2)		—		10.3
Total	$	432.3	$	17.9	$	(29.8)	$	(11.9)	$	(29.1)	$	(2.0)	$	(28.3)	$	361.0


	Closing AUM														Closing AUM
	December 31,						Net sales						Reclassifications		March 31,
	2020		Sales		Redemptions⁽¹⁾		(redemptions)		Markets		FX⁽²⁾		and disposals⁽³⁾		2021
By capability
Equities	$	219.4	$	10.5	$	(12.0)	$	(1.5)	$	7.3	$	(0.3)	$	—	$	224.9
Fixed Income		81.5		5.9		(5.5)		0.4		(2.1)		(0.3)		—		79.5
Multi-Asset		48.0		3.0		(2.2)		0.8		0.7		—		—		49.5
Quantitative Equities		42.0		0.2		(2.3)		(2.1)		1.5		(0.1)		—		41.3
Alternatives		10.7		1.1		(2.0)		(0.9)		0.2		(0.1)		—		9.9
Total	$	401.6	$	20.7	$	(24.0)	$	(3.3)	$	7.6	$	(0.8)	$	—	$	405.1

(1)	Redemptions include the impact of client transfers, which could result in a positive balance on occasion.

(2)	FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD.

(3)	Disposals relate to the sale of Intech and reclassifications relate to a reclassification of existing funds from Quantitative Equities to Equities.

Our AUM and flows by client type for the three months ended March 31, 2022 and 2021, were as follows (in billions):


	Closing AUM														Closing AUM
	December 31,						Net sales						Reclassifications		March 31,
	2021		Sales		Redemptions		(redemptions)		Markets		FX		and disposals		2022
By client type:
Intermediary	$	215.0	$	14.0	$	(15.8)	$	(1.8)	$	(13.8)	$	(1.3)	$	(0.9)	$	197.2
Institutional		127.2		3.3		(12.4)		(9.1)		(7.8)		(0.6)		(27.4)		82.3
Self-directed		90.1		0.6		(1.6)		(1.0)		(7.5)		(0.1)		—		81.5
Total	$	432.3	$	17.9	$	(29.8)	$	(11.9)	$	(29.1)	$	(2.0)	$	(28.3)	$	361.0


	Closing AUM														Closing AUM
	December 31,						Net sales						Reclassifications		March 31,
	2020		Sales		Redemptions		(redemptions)		Markets		FX		and disposals		2021
By client type:
Intermediary	$	192.9	$	16.5	$	(15.4)	$	1.1	$	4.4	$	(0.4)	$	(1.8)	$	196.2
Institutional		127.6		3.3		(6.8)		(3.5)		1.7		(0.4)		1.8		127.2
Self-directed		81.1		0.9		(1.8)		(0.9)		1.5		—		—		81.7
Total	$	401.6	$	20.7	$	(24.0)	$	(3.3)	$	7.6	$	(0.8)	$	—	$	405.1

Average Assets Under Management

The following table presents our average AUM by capability for the three months ended March 31, 2022 and 2021 (in billions):


	Three months ended				Three months ended
	March 31,				March 31,
By capability	2022		2021		2022 vs. 2021
Equities	$	222.9	$	223.6	(0)	%
Fixed Income		77.5		80.9	(4)	%
Multi-Asset		54.5		48.7	12	%
Quantitative Equities		31.2		41.5	(25)	%
Alternatives		10.6		10.6	0	%
Total	$	396.7	$	405.3	(2)	%

Closing Assets Under Management

The following table presents the closing AUM by client location as of March 31, 2022 (in billions):


	Closing AUM
By client location	December 31, 2021
North America	$	207.6
EMEA and LatAm		116.4
Asia Pacific		37.0
Total	$	361.0

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 exchange-traded funds (“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 (“OTC”) 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 Committee is 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.

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.

Results of Operations

Foreign Currency Translation

Foreign currency translation impacts our Results of Operations. The translation of GBP to USD is the primary driver of foreign currency translation in expenses. The GBP weakened against the USD during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Meaningful foreign currency translation impacts to our operating expenses are discussed in the Operating Expenses section below. Revenue is also impacted by foreign currency translation, but the impact is generally determined by the primary currency of the individual funds.

Revenue


					Three months
	Three months ended				ended
	March 31,				March 31,
	2022		2021		2022 vs. 2021
Revenue (in millions):
Management fees	$	514.0	$	514.9	(0)	%
Performance fees		(8.4)		17.0	n/m	*
Shareowner servicing fees		62.4		60.8	3	%
Other revenue		52.0		51.3	1	%
Total revenue	$	620.0	$	644.0	(4)	%
* n/m - Not meaningful.

Total revenue

Total revenue decreased $24.0 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to a decline in performance fee crystallizations within Société d’Investissement À Capital Variable (“SICAV”) and UK Open Ended Investment Companies (“OEICs”), and an increase in negative performance fees associated with U.S. mutual funds. Fluctuations in management fees, shareowner servicing fees and other revenue were insignificant.

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 product range 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 compared to a specified benchmark index. Performance fees by product type consisted of the following for the three months ended March 31, 2022 and 2021 (in millions):



	Three months ended
	March 31,
	2022		2021
Performance fees (in millions):
SICAVs	$	—	$	12.4
UK OEICs and unit trusts		—		4.0
Offshore absolute return funds and other funds		5.7		2.2
Segregated mandates		(0.1)		2.3
U.S. mutual funds		(14.0)		(3.9)
Total performance fees	$	(8.4)	$	17.0

Operating Expenses


					Three months
	Three months ended				ended
	March 31,				March 31,
	2022		2021		2022 vs. 2021
Operating expenses (in millions):
Employee compensation and benefits	$	164.6	$	174.6	(6)	%
Long-term incentive plans		51.4		53.5	(4)	%
Distribution expenses		141.8		127.4	11	%
Investment administration		14.8		12.6	17	%
Marketing		7.4		6.2	19	%
General, administrative and occupancy		73.1		63.0	16	%
Impairment of goodwill and intangible assets		32.8		3.6	n/m	*
Depreciation and amortization		9.5		10.6	(10)	%
Total operating expenses	$	495.4	$	451.5	10	%
* n/m - Not meaningful.

Employee compensation and benefits

Employee compensation and benefits decreased by $10.0 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily driven by a decrease of $18.1 million in variable compensation, mainly due to a lower annual bonus pool and other variable compensation, favorable foreign currency translation of $2.7 million and a $2.3 million decrease in project charges driven by less internal labor costs capitalized during the three months ended March 31, 2022. These decreases were partially offset by a $6.8 million increase in salary and benefits, due to higher headcount driven by the conversion of temporary staff to full-time employees and annual base-pay increases, which increased expenses during the three months ended March 31, 2022, by $6.2 million.

Long-term incentive plans

Long-term incentive plan expenses decreased by $2.1 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily driven by a $17.1 million decrease in mark-to-market adjustments related to mutual fund share awards and certain long-term incentive awards, partially offset by $12.5 million for accelerated vesting of awards due to the retirement of our CEO and Chief Information Officer (“CIO”), and $3.1 million due to the roll-on of new awards exceeding the roll-off of vested awards.

Distribution expenses

Distribution expenses are paid to financial intermediaries for the distribution and servicing of our retail investment products and are typically calculated based on the amount of the intermediary-sourced AUM. Distribution expenses increased by $14.4 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to the timing of adjustments to distribution expenses.

Investment administration

Investment administration expenses, which represent back-office operations (including fund administration and fund accounting), increased by $2.2 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to a $1.9 million increase in fund accounting and ad valorem expenses.

Marketing

Marketing expenses increased by $1.2 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to an increase in marketing events, sponsorships, and advertising campaigns during the three months ended March 31, 2022.

General, administrative and occupancy

General, administrative and occupancy expenses increased by $10.1 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to increases of $6.4 million in consultancy fees related to certain project costs, $2.8 million in information technology costs, driven by an increased investment in non-capitalizable hardware and software, and $2.5 million in higher market data expenses.

Impairment of goodwill and intangible assets

Goodwill and intangible asset impairment charges increased by $29.2 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The increase is primarily due to a $32.8 million out-of-period incremental impairment of our goodwill recognized during the three months ended March 31, 2022, partially offset by a $3.6 million impairment of the Perkins brand name recognized during the three months ended March 31, 2021.

Depreciation and amortization

Depreciation and amortization expenses decreased $1.1 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021, primarily due to a decrease in the amortization of internally developed software, as assets became fully amortized during the current year.

Non-Operating Income and Expenses


					Three months
	Three months ended				ended
	March 31,				March 31,
	2022		2021		2022 vs. 2021
Non-operating income and expenses (in millions):
Interest expense	$	(3.2)	$	(3.2)	—	%
Investment gains (losses), net		(32.2)		1.6	n/m	*
Other non-operating expenses, net		(7.8)		(0.1)	n/m	*
Income tax provision		(22.8)		(43.1)	47	%
* n/m - Not meaningful.

Investment gains (losses), net

The components of investment gains (losses), net for the three months ended March 31, 2022 and 2021, were as follows (in millions):



	March 31,
	2022		2021
Investment gains (losses), net (in millions):
Seeded investment products and hedges, net	$	(11.5)	$	5.6
Third-party ownership interests in seeded investment products		(20.1)		(8.0)
Long Tail Alpha investment		1.5		2.1
Deferred equity plan		(1.5)		1.9
Other		(0.6)		—
Investment gains (losses), net	$	(32.2)	$	1.6

Investment gains (losses), net moved unfavorably by $33.8 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Movements in investment gains (losses), net are primarily due to fair value adjustments in relation to our seeded investment products, deferred equity plan and consolidation of third-party ownership interests in seeded investment products.

Other non-operating expenses, net

Other non-operating expenses, net declined $7.7 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The decrease was primarily due to a loss of $9.1 million related to the sale of Intech during the three months ended March 31, 2022. This loss was partially offset by $1.9 million of favorable foreign currency translation when comparing the three months ended March 31, 2022, to the three months ended March 31, 2021.

Income tax provision

Our effective tax rates for the three months ended March 31, 2022 and 2021, were as follows:

Net loss attributable to noncontrolling interests

The components of net loss attributable to noncontrolling interests for the three months ended March 31, 2022 and 2021, were as follows (in millions):



	Three months ended
	March 31,
	2022		2021
Net loss attributable to noncontrolling interests (in millions):
Consolidated seeded investment products	$	20.1	$	8.0
Majority-owned subsidiaries		—		(0.2)
Total net loss attributable to noncontrolling interests	$	20.1	$	7.8

Net loss attributable to noncontrolling interests improved by $12.3 million during the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Movements in net loss attributable to noncontrolling interests primarily relate to third-party ownership interests in consolidated seeded investment products and fair value adjustments in relation to our seeded investment products.

2022 Outlook

Our philosophy of maintaining strong financial discipline while reinvesting in the business to deliver on our strategic priorities continues in 2022. Current areas of focus for reinvestment include distribution, technology and investment themes, such as environmental, social and governance factors (“ESG”). We also expect an increase in spending on travel and entertainment as pandemic-related restrictions continue to ease. Non-compensation operating expenses are expected to increase in the low teens, on a percentage basis, while adjusted compensation to revenue ratio is expected to be in the low 40s in 2022. In addition, we expect the sale of Intech to have an insignificant effect on our revenue and expenses for the remainder of 2022.

Performance fees associated with U.S. mutual funds are expected to further deteriorate in 2022. With benchmark performance for the remainder of 2022, we expect U.S. mutual fund performance fees of approximately negative $60.0 million on an annual basis.

We also anticipate certain macroeconomic headwinds for the remainder of 2022, including volatile and potentially declining markets, rising interest rates, inflation and the Russia/Ukraine conflict which could have an adverse impact to our revenue and expenses.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. However, JHG management evaluates our profitability and our ongoing operations using additional non-GAAP financial measures. 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, 2022 and 2021 (in millions, except per share and operating margin data):


	Three months ended
	March 31,
	2022		2021
Reconciliation of revenue to adjusted revenue
Revenue	$	620.0	$	644.0
Management fees		(57.0)		(46.8)
Shareowner servicing fees		(52.2)		(50.0)
Other revenue		(32.6)		(30.6)
Adjusted revenue⁽¹⁾	$	478.2	$	516.6
Reconciliation of operating expenses to adjusted operating expenses
Operating expenses	$	495.4	$	451.5
Long-term incentive plans⁽²⁾		(13.0)		0.1
Distribution expenses⁽¹⁾		(141.8)		(127.4)
General, administrative and occupancy⁽²⁾		(6.5)		(3.6)
Impairment of goodwill and intangible assets⁽³⁾		(32.8)		(3.6)
Depreciation and amortization⁽³⁾		(1.9)		(1.9)
Adjusted operating expenses	$	299.4	$	315.1
Adjusted operating income		178.8		201.5
Operating margin⁽⁴⁾		20.1%		29.9%
Adjusted operating margin⁽⁵⁾		37.4%		39.0%
Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG
Net income attributable to JHG	$	78.7	$	155.5
Long-term incentive plans⁽²⁾		13.0		(0.1)
General, administrative and occupancy⁽²⁾		6.5		3.6
Impairment of goodwill and intangible assets⁽³⁾		32.8		3.6
Depreciation and amortization⁽³⁾		1.9		1.9
Investment gains (losses), net⁽⁶⁾		—		0.2
Other non-operating expenses, net(6)		7.5		(1.8)
Income tax provision⁽⁷⁾		(14.6)		(1.4)
Adjusted net income attributable to JHG		125.8		161.5
Less: allocation of earnings to participating stock-based awards		(3.2)		(5.0)
Adjusted net income attributable to JHG common shareholders	$	122.6	$	156.5
Weighted-average common shares outstanding — diluted (two class)		164.5		171.8
Diluted earnings per share (two class)⁽⁸⁾	$	0.47	$	0.88
Adjusted diluted earnings per share (two class)⁽⁹⁾	$	0.75	$	0.91

(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.

(2)

Adjustments for the three months ended March 31, 2022, consist primarily of long-term incentive plan expense associated with accelerated vesting of awards related to the retirement of our CEO and CIO, deal costs associated with the sale of Intech and rent expense for subleased office space. Adjustments for the three months ended March 31, 2021, consist primarily of rent expense for subleased office space. 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. For segregated mandate contracts, the intangible asset is amortized on a straight-line basis over the expected life of the contracts. In addition, the adjustment for the three months ended March 31, 2022, includes an out-of-period incremental goodwill impairment charge, and the adjustment for the three months ended March 31, 2021, includes an impairment charge related to our trademarks. 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)

Adjustments primarily relate to contingent consideration adjustments associated with prior acquisitions. In addition, the adjustment for the three months ended March 31, 2022, includes a one-time charge related to the sale of Intech. 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)	Diluted earnings per share is net income attributable to JHG common shareholders divided by weighted-average diluted common shares outstanding.

(9)	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, should provide 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, 2022, and December 31, 2021 (in millions):


	March 31,		December 31,
	2022		2021
Cash and cash equivalents held by the Company	$	782.0	$	1,106.0
Investment securities held by the Company	$	510.3	$	551.0
Fees and other receivables	$	322.6	$	351.6
Debt	$	309.7	$	310.4

Cash and cash equivalents consist primarily of cash at banks held in money market funds. Cash and cash equivalents exclude cash held by consolidated VIEs and consolidated VREs, and investment securities exclude noncontrolling interests as these assets are not available for general corporate purposes.

Investment securities held by us represent seeded investment products (exclusive of noncontrolling interests), investments related to deferred compensation plans and other less significant investments.

We believe that existing cash and cash from operations should be sufficient to satisfy our short-term capital requirements. Expected short-term uses of cash include ordinary operating expenditures, seed capital investments, interest expense, dividend payments, income tax payments and common stock repurchases. We may also use available cash for other general corporate purposes and acquisitions.

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 MiFID investment firms (“MIFIDPRU”). The combined capital requirement is £204.2 million ($268.9 million), resulting in £256.7 million ($338.0 million) of capital above the requirement as of March 31, 2022, based upon internal calculations and taking into account the effect of dividends related to first quarter 2022 results that will be paid in the second quarter 2022. 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 and Capital Resources

Common Stock Repurchases

On May 3, 2022, the Board approved a new on-market share buyback program (“2022 Corporate Buyback Program”) pursuant to which we are authorized to repurchase up to $200.0 million of our common stock on the NYSE and CHESS Depository Interests (“CDIs”) on the Australian Securities Exchange (“ASX”) at any time prior to the date of our 2023 Annual General Meeting of Shareholders.

On July 28, 2021, the Board approved an on-market share buyback program (“2021 Corporate Buyback Program”) pursuant to which we were authorized to repurchase up to $200.0 million of our common stock on the NYSE and CDIs on the ASX at any time prior to the date of our 2022 Annual General Meeting of Shareholders. We commenced repurchases under the 2021 Corporate Buyback Program in August 2021, and during the three months ended March 31, 2022, we repurchased 1,258,640 shares of our common stock and CDIs for $43.3 million.

common stock that we repurchase on-market for this purpose. We purchased 2,931,432 shares at an average price of $32.43 in satisfaction of employee awards and entitlements during the three months ended March 31, 2022.

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.

Dividends declared and paid during the three months ended March 31, 2022, were as follows:


Dividend		Date	Dividends paid		Date
per share		declared	(in US$ millions)		paid
$	0.38	February 2, 2022	$	64.3	February 28, 2022

Long-Term Liquidity and Capital Resources

Expected long-term commitments as of March 31, 2022, include principal and interest payments related to the 2025 Senior Notes and operating and finance lease payments. We expect to fund our long-term commitments with existing cash and cash generated from operations or by accessing capital and credit markets as necessary.

2025 Senior Notes

The 2025 Senior Notes have a principal amount of $300.0 million, pay interest at 4.875% semiannually on February 1 and August 1 of each year, and mature on August 1, 2025.

Defined Benefit Pension Plan

The latest triennial valuation of our defined benefit pension plan resulted in a surplus of $2.6 million.

Off-Balance Sheet Arrangements

As of March 31, 2022, we have a $10.0 million unfunded loan commitment with Intech, which is not reflected in our condensed consolidated financial statements. Refer to Note 2 — Dispositions for further information on the loan commitment.

Other Sources of Liquidity

At March 31, 2022, we had a $200 million 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 February 16, 2024. Additionally, as a result of LIBOR’s phase out, our credit facility was amended to incorporate other short-term borrowing rates. Specifically, the SOFR was designated as the successor rate to USD LIBOR and the SONIA was designated as the successor rate to GBP LIBOR.

The Credit Facility may be used for general corporate purposes and bears interest on borrowings outstanding at the relevant interbank offer rate plus a spread.

The Credit Facility contains a financial covenant with respect to leverage. The financing leverage ratio cannot exceed 3.00x EBITDA. At the latest practicable date before the date of this report, we were in compliance with all covenants, and there were no outstanding borrowings under the Credit Facility.

Cash Flows

Cash flow data for the three months ended March 31, 2022 and 2021, was as follows (in millions):


	Three months ended
	March 31,
	2022		2021
Cash flows provided by (used for):
Operating activities	$	(57.5)	$	25.8
Investing activities		(16.9)		23.4
Financing activities		(214.8)		(322.5)
Effect of exchange rate changes on cash and cash equivalents		(16.0)		1.8
Net change in cash and cash equivalents		(305.2)		(271.5)
Cash balance at beginning of period		1,118.6		1,108.1
Cash balance at end of period	$	813.4	$	836.6

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) provided by investing activities for the three months ended March 31, 2022 and 2021, was as follows (in millions):


	Three months ended
	March 31,
	2022		2021
(Purchases) sales of investment securities, net	$	(34.2)	$	51.4
Sales (purchases) of investment securities by consolidated seeded investment products, net		13.0		(28.1)
Purchases of property, equipment and software		(2.9)		(1.6)
Cash received (paid) on settled seed capital hedges, net		11.7		(1.8)
Other		(4.5)		3.5
Cash (used for) provided by investing activities	$	(16.9)	$	23.4

Cash outflows from investing activities were $16.9 million during the three months ended March 31, 2022, and cash inflows from investing activities were $23.4 million during the three months ended March 31, 2021. Cash outflows from investing activities during the three months ended March 31, 2022, were primarily due to net purchases of investment securities. When comparing the three months ended March 31, 2022, to the three months ended March 31, 2021, the change in cash (used for) provided by investing activities was primarily due to increases in net purchases of investment securities, partially offset by increases in net sales of investment securities by consolidated seeded investment products and cash received from the settlement of hedges related to our seed capital hedge program.

Financing Activities

Cash used for financing activities for the three months ended March 31, 2022 and 2021, was as follows (in millions):


	Three months ended
	March 31,
	2022		2021
Dividends paid to shareholders	$	(64.3)	$	(61.7)
Third-party (purchases) sales in consolidated seeded investment products, net		(11.7)		30.2
Purchase of common stock for stock-based compensation plans		(94.5)		(61.5)
Purchase of common stock from Dai-ichi Life and share buyback program		(43.3)		(230.2)
Proceeds from stock-based compensation plans		0.5		0.8
Other		(1.5)		(0.1)
Cash used for financing activities	$	(214.8)	$	(322.5)

Cash outflows from financing activities were $214.8 million and $322.5 million during the three months ended March 31, 2022 and 2021, respectively. Cash outflows from financing activities during the three months ended March 31, 2022, were primarily due to purchases of common stock for stock-based compensation plans and the share buyback program, dividends paid to shareholders and net third-party purchases in investment securities within consolidated seeded investment products. When comparing the three months ended March 31, 2022, to the three months ended March 31, 2021, the change in cash used for financing activities was primarily due to an increase in third-party purchases in consolidated seeded investment products and the purchase of common stock for stock-based compensation plans. These increases were partially offset by the purchase of common stock from Dai-ichi Life, as part of the Dai-ichi Life secondary public offering, which was recognized during the three months ended March 31, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in our exposure to market risks from that previously reported in our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 4. Controls and Procedures

As of March 31, 2022, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls and procedures are designed by us to ensure that we record, process, summarize and report within the time periods specified in the SEC’s rule and forms the information we must disclose in reports that we file with or submit to the SEC. Roger Thompson, our interim CEO and Chief Financial Officer, reviewed and participated in management’s evaluation of the disclosure controls and procedures. Based on this evaluation, Mr. Thompson concluded that as of the date of their evaluation, our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1. Financial Statements, Note 15 — Commitments and Contingencies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common Stock Purchases

On May 3, 2022, the Board approved the 2022 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $200.0 million of our common stock on the NYSE and CDIs on the ASX at any time prior to the date of our 2023 Annual General Meeting of Shareholders.

On July 28, 2021, the Board approved the 2021 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $200.0 million of our common stock on the NYSE and CDIs on the ASX at any time prior to the date of our 2022 Annual General Meeting of Shareholders. We commenced repurchases under the 2021 Corporate Buyback Program in August 2021, and during the three months ended March 31, 2022, we repurchased 1,258,640 shares of our common stock and CDIs for $43.3 million.

Some of our executives and employees obtain rights to receive our common stock as part of their remuneration arrangements and employee entitlements. We usually satisfy these entitlements by transferring shares of existing common stock that we repurchase on-market for this purpose (“Share Plans Repurchases”). During the first quarter 2022, we purchased 2,931,432 shares on-market for $95.1 million in satisfaction of employee awards and entitlements.

The following is a summary of our common stock repurchases by month during the three months ended March 31, 2022, including repurchases under the 2021 Corporate Buyback Programs and Share Plans Repurchases.


	Total			Total number of shares	Approximate U.S. dollar value
	number of	Average		purchased as part of	of shares that may yet
	shares	price paid per		publicly announced	be purchased under the
Period	purchased	share		programs	programs (end of month, in millions)
January 1, 2022, through January 31, 2022	2,951	$	36.09	—	$	58
February 1, 2022, through February 28, 2022	1,343,351		33.87	—	$	58
March 1, 2022, through March 31, 2022	2,843,770		32.62	1,258,640	$	15
Total	4,190,072	$	33.02	1,258,640

Items 3, 4 and 5.

Not applicable.

Item 6. Exhibits

Filed with this Report:


Exhibit No.	Document	Regulation S-K Item 601(b) Exhibit No.

10.1	CEO Offer Letter, dated March 23, 2022, between Janus Henderson Group plc and Ali Dibadj*	10

10.2	Severance Rights Agreement, dated March 23, 2022, between Janus Henderson Investors US LLC and Ali Dibadj*	10

10.3	Service Agreement between Henderson Administrative Limited and Georgina Fogo, effective from March 15, 2018*	10

15.1	Letter regarding unaudited interim financial information	15

31	Certification of Roger Thompson, interim Chief Executive Officer and Chief Financial Officer of Registrant	31

32	Certification of Roger Thompson, interim Chief Executive Officer and Chief Financial Officer of Registrant, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	32

101.INS	XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	101

101.SCH	Inline XBRL Taxonomy Extension Schema Document	101

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	101

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	101

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	101

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	101
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)	104

	*Management contract or compensatory plan or agreement.

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 thereunto duly authorized.

Date: May 4, 2022


Janus Henderson Group plc

/s/ Roger Thompson
Roger Thompson,
Interim Chief Executive Officer
Chief Financial Officer
(Interim Principal Executive Officer and Principal Financial Officer)

/s/ Brennan Hughes
Brennan Hughes,
Chief Accounting Officer and Treasurer
(Principal Accounting Officer)

Exhibit 10.1

EXECUTION COPY

March 23, 2022

Ali Dibadj

Via email

Dear Ali:

Janus Henderson Group plc (the “Company” or “JHG”) is pleased to extend an offer of employment to you for the position of Chief Executive Officer of the Company. We are committed to setting ourselves apart from other employers to retain our talent and reward your contributions to our firm. One way we accomplish this is by offering a competitive, yet flexible, Total Rewards package that includes base salary, performance-based variable compensation, retirement contributions, medical, dental and life insurance – in addition to a wide range of employee programs and services. We know that what sets us apart sets our clients apart and we are excited to introduce you to our unique organization.

On behalf of the Company, I am pleased to extend to you an offer of employment with the Company on the following terms and conditions:

1.Role and Term. You will serve as our Chief Executive Officer (“CEO”), report to the Company’s Board of Directors (“Board”) and have such duties, responsibilities and authorities as are commensurate with the role of a CEO. We would like your employment to start as soon as possible on a mutually agreed upon date to be determined, but no later than June 27, 2022 (the date employment with the Company commences, “Start Date”). Your employment will be for an initial term of three years (ending on the third anniversary of your Start Date) (“Initial Term”), with the ability to extend for additional periods as agreed upon by you and the Board. You will be employed by Janus Henderson Investors US LLC, a subsidiary of the Company (“JHI” and, together with the Company and its affiliates, the “Group”).

2.Base Salary. You will be compensated $30,208.34 per semi-monthly pay period; this is equivalent to $725,000.16 on an annualized basis. Your base salary will be reviewed annually for increase and it and all other compensation from the Group is subject to legally-required and employee-authorized withholdings and payable in accordance with JHI’s standard payroll practices.

3.Variable Compensation. As an employee of the Group, you will be eligible to participate in annual discretionary variable compensation opportunities, beginning in 2022, per the terms of the variable compensation program. Variable compensation is determined on an annual basis and is discretionary, depending on both Group and individual performance as determined by the Compensation Committee of the Board (the “Compensation Committee”), using a balanced scorecard approach. Annual variable compensation is currently apportioned as 30% cash and 70% deferred equity awards

EXECUTION COPY

(“Deferrals”). Deferrals will be awarded in the form of restricted stock units and performance share units. This structure is subject to change at any time with or without notice at the discretion of the Compensation Committee. Deferred awards and cash bonuses are generally paid/distributed during the first quarter of each calendar year (for performance in the previous calendar year), and are subject to the Group’s policies related to malus and clawback. Time-based deferred awards vest ratably over three years and performance share units generally cliff vest at the end of three years based on achievement of relevant performance measures, in either case, subject to continued employment with the Group through the applicable vesting date. For 2022, your variable compensation will be guaranteed at $8,500,000. For each year during the Initial Term, the targeted value of the cash portion of your variable compensation shall be no less than $2,550,000 (“Target Cash Bonus”).

One-Time Hire Award. We are also pleased to offer you a one-time new hire award (“Hire Award”) in the form of JHG restricted stock units with a total grant date value of $5,000,000. The Hire Award will vest in equal installments over the first three years following the date of grant, subject to your continued employment with the Group through each vesting date or in accordance with provisions on termination of employment in the Severance Rights Agreement. The Hire Award will be made to you on the later of your Start Date or immediately following the Annual General Meeting and in accordance with the DIP granting procedures. To the extent the date that would have otherwise been the grant date falls in a closed trading period, the grant date will be the first day following the end of the closed period. The Hire Award will be subject to the Group’s policies related to deferrals, malus and clawback as described herein.

Benefits. As an employee of the Group, you will be eligible to participate in JHI’s flexible benefits program as of the first day of the month following your start date. This comprehensive program includes: medical, dental, vision, term life, and disability insurances, as well as many other innovative programs. At your convenience, we will schedule a personal New Employee Orientation where we will provide you with information about our company, our flexible benefits, and many other programs. Your eligibility to participate in the JHI 401(k) program begins the payroll cycle following your hire date. You shall also be eligible for all perquisites provided to other senior executives of the Group and travel (including travel to and from Denver and London) and reimbursement policies commensurate with your role and no less favorable than those provided to other senior executives of the Group.

Employment and Company Policies. Your employment with the Group is at-will and either you or the Group may terminate the relationship at any time without cause. Either party will be required to give the other party at least three months prior written notice of termination of your employment. You represent that there are no contractual or other legal restrictions on your ability to accept this offer and, as of the Start Date, fully perform your duties on behalf of the Group. If you accept this offer, you will be expected to comply with the Group’s current Employee Policies and Guidelines, as they may be amended from time to time, and to sign an acknowledgment stating you have received and read the

‌2

EXECUTION COPY

Employee Policies and Guidelines, provided that, except as required by applicable law (including United States securities laws), governmental regulation, remuneration code requirements, or stock exchange listing requirements, for purposes of any plan or arrangement of the Group in which you participate, (x) the definition of "cause" in any such plan or arrangement as applicable to you shall be the definition of Cause in the Severance Rights Agreement and (y) any forfeiture (malus) or claw-back provision applicable to you shall be substantially comparable to those in effect as of the date hereof. The Group companies under JHG will not maintain existing or sponsor new industry registrations or licenses where not supported by an employee’s job functions (as determined by the Company at its sole discretion). As the CEO, your employment is subject to the acceptance of your application for registration by the Financial Conduct Authority (FCA). In view of this, we will schedule a separate discussion to review your role and obligations and assist you throughout the process.

Employment Location. Your primary work location will be determined at a future date as mutually agreed. In the event that you are required to relocate, you will be eligible for the benefits outlined in our Executive Relocation Package. As part of your relocation package, the Group shall reimburse you for your reasonable expenses in relocating, subject to a repayment agreement if you resign your employment without Good Reason (as defined in the Severance Rights Agreement) within one year following your relocation. Further information will be provided at the time of your move.

Service on Boards. During the term of your employment, in addition to performing the role of CEO, you will serve as a member of the Company’s Board or other Company-related boards if nominated to that role. You shall devote your full professional time and attention to the business and affairs of the Company to discharge the responsibilities of a CEO, provided that, notwithstanding the foregoing, you shall be permitted, without any approval to serve on civil or charitable boards or committees and to manage personal and family investments, in each case, so long as such activities do not (x) interfere with the performance of your responsibilities to the Company or (y) violate Section 5 of the Severance Rights Agreement. Board approval is required to serve on any corporate board on which you do not currently serve, with the ability to serve on only one such public company board. In serving on such other public company board, you will resign from such board if requested to do so by the Board. It is acknowledged and agreed that, as of the date hereof, you serve as a member of Sysco Corporation and that such service does not violate the terms of this paragraph.

Severance. If your employment is terminated by the Group prior to the end of your Initial Term without “Cause” (as defined in the DIP) or you resign for “Good Reason” (as defined in the Severance Rights Agreement), you will receive, in one lump sum, 3.0 times your annual total cash compensation (which, for the avoidance of doubt, includes your base salary and the Target Cash Bonus), provided that in the event that the termination occurs prior to the payment of the guaranteed amount for 2022, your annual total cash compensation shall be deemed to be $3,275,000.16. In addition, any unvested restricted stock units will continue to vest in accordance with the vesting schedules outlined in the

‌3

EXECUTION COPY

award agreement and related plans. These matters will be addressed in and subject to a Severance Rights Agreement between you and JHI which will be entered into on your Start Date in substantially the form attached hereto. No severance will be paid to you if your employment is terminated for Cause or if you voluntarily resign, and the Group will have no further obligation to provide compensation or benefits to you by reason of such terminations.

10.

Indemnification. The Company shall indemnify and hold you harmless (including advancement of expenses) to the fullest extent permitted by law, and shall cover you under any insurance policy the Company maintains for the errors and omissions of its directors and officers, in connection with your service as an officer and director of the Company and at coverage levels appropriate for the Company and your positions with the Group (as determined from time to time by the Board) and consistent with levels provided to and expenses covered for all other directors and officers of the Company. Such indemnification and coverage shall survive termination of your employment and/or this Agreement.

11.

Sections 7 through 15 of the Severance Rights Agreement shall be incorporated herein by reference mutatis mutandis

* * * *

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EXECUTION COPY

Please sign below to confirm your acceptance of the terms of this offer. We are delighted at the prospect of working with you.


Sincerely,

JANUS HENDERSON GROUP PLC

By:_____________________________

Name:
Title:

Agreed and Accepted:

By: _________________________________ Ali Dibadj



Date:

‌5

EXECUTION VERSION‌Exhibit 10.2

Janus Henderson Investors US LLC

SEVERANCE RIGHTS AGREEMENT

THIS SEVERANCE RIGHTS AGREEMENT (this “Agreement”) is made this March 23, 2022 (“Effective Date”) by and between Janus Henderson Investors US LLC, a Delaware limited liability company (the “Company”), and Ali Dibadj (the “Executive”).

WHEREAS, in partial consideration for the employment of Executive with the Company and the severance benefits hereunder, the Company wishes to enter into this Agreement with Executive upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations contained herein, the parties hereto agree as follows:

1. Term of Agreement. The term of this Agreement shall commence on the Effective Date and expire on the third anniversary of the Effective Date.

2. Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in this Section 2.

(a)“Affiliate” shall mean, with respect to any individual or entity, any other individual or entity which, directly or indirectly, controls, is controlled by or is under common control with such individual or entity.

(b)“Annual Total Cash Compensation” shall mean the sum of Base Salary plus the Target Cash Bonus (as defined in the Offer Letter).

(c)“Base Salary” shall mean Executive’s annual base compensation rate for services paid by the Company to Executive at the time immediately prior to Executive’s termination of employment, as reflected in the Company’s payroll records without giving effect to any reduction that would constitute Good Reason. Base Salary shall not include commissions, bonuses, overtime pay, incentive compensation, benefits paid under any qualified plan, any group medical, dental or other welfare benefit plan, non-cash compensation or any other additional compensation.

(d) “Board” shall mean the Board of Directors of Janus Henderson Group plc (“JHG”).

(e) “Cause” shall mean, for all purposes under any plan or arrangement sponsored by the Group in which Executive participates, (i) Executive’s commission of a crime, which in the judgment of the Plan Committee (as defined in the Janus Henderson Group plc Deferred Incentive Plan, or any successor thereto (“DIP”) for purposes of this Agreement), resulted or is likely to result in damage or injury to the Company or a Subsidiary (as defined in the DIP for purposes of this Agreement); (ii) the material violation by Executive of written policies of the Company or a Subsidiary; (iii) the habitual neglect or failure by Executive in the performance of his or her duties to the Company or a Subsidiary (but only if such neglect or failure is not remedied within a reasonable remedial period after Executive’s receipt of written notice from the Company which describes such neglect or failure in reasonable detail and specifies the remedial period); or (iv) action or inaction by Executive in connection with his or her duties to the Company or a Subsidiary resulting, in the judgment of the Plan Committee, in material injury to the Company or a Subsidiary.

(f)

“Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

(g)“Good Reason” means the occurrence of one or more of the following, without Executive’s prior written consent: (i) a change in Executive’s title or reporting relationship or a material reduction of Executive’s duties, authority or responsibilities; (ii) a reduction (or series of reductions) in Executive’s base salary or Target Cash Bonus (as defined in the Offer Letter); or (iii) a material breach by the Company of a material provision of this Agreement or the Offer Letter. Executive will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for Good Reason within sixty (60) days of the initial

EXECUTION VERSION‌

existence of the grounds for Good Reason and a reasonable cure period of not less than thirty (30) days following the date the Company receives such notice during which such condition must not have been cured.

(h)“Group” shall mean JHG and its Affiliates, including the Company.

(i)“Protected Client” shall mean any person or entity to whom the Executive is aware or can reasonably attain knowledge that any member of the Group provided investment advisory or investment management services at any point during the two years preceding the date of Executive’s termination of employment as well as those persons or entities with whom the Executive worked, had dealings, had contact or otherwise developed a relationship, or about whom the Executive possessed Proprietary Information, while employed by the Company.

(j)“Restrictive Covenant Breach” shall mean any actual breach or violation by Executive of any covenant or obligation set forth in Section 5 of this Agreement after written notice and a10-day opportunity to cure following which Executive shall not have cured.

3. At-Will Employment. Executive acknowledges and agrees that Executive’s employment with the Company is and shall remain “at-will” and in accordance with the terms of the Offer Letter Agreement, dated as of March 23, 2022, by and between JHG and Executive (the “Offer Letter”).

4. Severance.

(a)Severance Payments. Subject to the conditions set forth in Sections 4 and 14 hereof, including Executive’s execution and non-revocation of the Release provided under Section 4(c) hereof and Executive’s continued compliance with the covenants and obligations in this Agreement and the Release, Executive shall receive the following (the “Severance Payments”) in the event that Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason (x) an amount equal to 3.0 times Executive’s Annual Total Cash Compensation, which shall be paid to Executive on the first regularly scheduled payroll date of the Company that occurs on or following the 60th day after the date of termination (the “Payment Date”); (y) continued vesting of any then-unvested time- and performance-based restricted stock units in respect of JHG common stock in the event of termination by the Company without Cause or by the Executive with Good Reason (each as defined in this Agreement) in accordance with the vesting schedule in the applicable award agreement; and (z) on the Payment Date (A) any unpaid portion of Executive’s variable compensation (with no negative discretion applied and any individual or subjective goals deemed met at target performance) from a completed fiscal year and (B) a lump sum cash payment equal to the product of (A) the Target Cash Bonus and (B) a fraction, the numerator of which is the number of days in the bonus year through the date of termination and the denominator of which is 365. The Severance Payments hereunder shall be in lieu of any other severance payments to which Executive would be entitled pursuant to any other severance plans, programs, arrangements, or policies of the Company, and shall be considered a part of, and not in addition to, any amounts that may be payable to Executive under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation. Notwithstanding any provision of the DIP or otherwise to the contrary, all provisions of the DIP that apply upon a termination by the Company without Cause shall also apply upon a resignation for Good Reason. No Severance Payments or other termination or severance payments, benefits or indemnities shall be paid to Executive in the event that the Company terminates Executive’s employment for Cause or if Executive resigns from his employment with the Company without Good Reason.

(b)COBRA Coverage. Upon Executive’s termination of employment by the Company without Cause, Executive shall be entitled to elect to receive continued medical, dental and vision coverage for the applicable statutory period under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as amended, for the benefit of Executive and Executive’s eligible dependents. The benefits otherwise receivable under this Section 4(b) shall be eliminated or reduced to the extent benefits of the same or similar type are received by or made available to Executive during the applicable statutory period following Executive’s date of termination of employment, and Executive undertakes to promptly report to the Company the receipt of such benefits. The amount of the benefits provided pursuant to this Section 4(b) during any calendar year may not affect benefits provided in any other calendar year. If Executive timely elects COBRA, and subject to Sections 4(c) and 14 hereof, the Company shall pay the full cost of the premiums for such continued medical, dental and vision coverage directly to the COBRA insurance carrier(s) for the period of eighteen (18) calendar months following Executive’s date of termination.

EXECUTION VERSION‌

(c)General Release. The receipt of the payments described in Section 4(a) hereof shall be conditioned upon the execution and non-revocation by Executive and the Company of a general release of all claims substantially in such form as attached as Exhibit A (the “Release”). Such release shall be executed and delivered by Executive to the Company within twenty-one (21) days following the date of termination or such later period as may be required by applicable law (as determined by the Company in its sole discretion).

(d)Other Terminations of Employment. In the event that Executive’s employment with the Company is terminated for any reason (or no reason), the Company shall pay Executive (or Executive’s legal representative) (i) any unpaid Base Salary earned by Executive, and any unused paid time off accrued by Executive, through the date of termination, (ii) any expenses incurred but not yet reimbursed in accordance with the terms of the applicable Group reimbursement policies and procedures, and (iii) any vested employee benefits to which Executive is entitled as of the date of termination under the employee benefit plans of the Company. In the event that Executive’s employment with the Company is terminated by the Company for Cause or by Executive without Good Reason, the Company shall have no further obligations to Executive, except as provided in this Section 4(d).

(e)Notice of Termination. Any purported termination of Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 7 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding Executive) at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct within the definition of Cause in the DIP.

(f) Withholding of Taxes. All payments required to be made by the Company to Executive under this Agreement shall be subject to the withholding of such amounts for taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

(g) No Mitigation. Executive shall not be required to seek other employment or to reduce any payment or benefit payable hereunder, and no such payment or benefit shall be reduced on account of any compensation received by Executive from other employment other than as provided under Section 4(b).

(h)Resignation. Upon any termination of Executive’s employment with the Company, Executive shall be deemed to have automatically resigned as of the termination date, from the Board and any other position as an officer, director or fiduciary of the Company and any Company-related entity.

(i) Forfeiture (Malus) and Claw-Back. Executive hereby acknowledges and agrees that Executive shall be subject to the forfeiture (malus) and claw-back policies of the Group as in effect on the date hereof. Executive hereby acknowledges and agrees that Executive’s incentive compensation shall be subject to forfeiture (malus) and/or claw-back upon a Restrictive Covenant Breach. Notwithstanding any provision of any plan, program, agreement or arrangement maintained by any member of the Group for the benefit of Executive or in which Executive participates to the contrary, incentive compensation granted or provided to Executive shall also be subject to such additional forfeiture, claw-back, deduction or recovery provisions as may be required pursuant to any applicable laws (including United States securities laws), government regulations, remuneration code requirements, stock exchange listing requirements or policies of the Group in effect from time to time (including additional laws, regulations and requirements implemented following the date hereof); provided, that except as may be required pursuant to any applicable laws (including United States securities laws), government regulations, remuneration code requirements, or stock exchange listing requirements, such provisions shall be substantially comparable to those in effect as of the date hereof.

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Restrictive Covenants.

(a) Proprietary Information.

(i) Executive agrees that all information and know-how, whether or not in writing or any other form or medium, of a private, secret or confidential nature concerning the business or financial affairs of any member of the Group is and shall be the exclusive property of the Group. Such information and know-how shall include, but not be limited to, trade secrets, ideas, skills, knowledge, improvements, works of authorship, inventions (whether or not patentable), products, processes, methods, techniques, formulas, compositions, projects, developments, plans, research data, financial data, personnel data, technical, business, financial, customer and product development plans and forecasts, salaries and terms of compensation of employees, computer programs, computer codes, algorithms, modules, scripts, features, and modes of operation, designs, technology, internal documentation and employee, customer and supplier lists, contacts at or knowledge of current or prospective customers of any member of the Group or their clients, and such other information concerning any member of the Group not generally known to the public (collectively, “Proprietary Information”). Except as otherwise provided herein or in connection with, and on a basis consistent with, the performance of Executive’s duties hereunder, Executive shall not disclose any Proprietary Information to others outside the Group or use the same for any unauthorized purposes without written approval by the Company, either during or after Executive’s employment with the Company. Executive understands that during Executive’s employment, due to the nature of Executive’s position, Executive will have access to and knowledge of Proprietary Information (including, without limitation, trade secrets of the Group) thereby creating a relationship of confidence and trust between Executive and the Group with respect to Proprietary Information.

(ii) Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, computer software, computer discs, tapes, printouts, source, html and other code, flowcharts, schematics, designs, photographs, charts and customer lists, or other written, photographic, or other tangible material, whether printed, typewritten, handwritten, electronically stored on disk, tapes, hard drives or other storage media, containing or embodying Proprietary Information or any other information concerning the business, operation or plans of any member of the Group, whether created by Executive or others, which shall come into Executive’s custody or possession (collectively, “Company Materials”), shall be and are the exclusive property of the Group to be used by Executive only in the performance of Executive’s duties for JHG or the Company. Executive understands that JHG and the Company possesses or will possess Company Materials that are important to the Group, and the customers and employees of the Group, and Executive agrees to deliver to the Company upon Executive’s termination of employment with the Company or at such other times as requested by JHG or the Company all Company Materials in Executive’s possession, custody or control or to certify to the loss or destruction of such Company Materials.

(iii) Executive agrees that Executive’s obligation not to disclose or use information, know-how and records of the types set forth in Sections 5(a)(i) and 5(a)(ii) hereof, also extends to such types of information, know-how, records and tangible property of customers of any member of the Group or suppliers to any member of the Group or other third parties who may have disclosed or entrusted the same to any member of the Group or to Executive in the course of any member of the Group’s business.

(iv) Notwithstanding the foregoing, such Proprietary Information shall not include information which (A) is or becomes generally available or known to the public through no fault or action by Executive or (B) is or becomes available to Executive on a non-confidential basis from any source other than the Company, other than any such source that Executive knows is prohibited by a legal, contractual, or fiduciary obligation to the Company from disclosing such information.

(v) Without limiting Executive’s rights under Section 5(e), in the event that Executive is requested pursuant to, or becomes compelled by, any applicable law, regulation, or legal process to disclose any Proprietary Information or Company Materials, Executive shall provide the Company with prompt written notice thereof so that the Company, or an Affiliate, may seek a protective order or other appropriate remedy or, in the Company’s sole and absolute discretion, waive compliance with the terms hereof. In the event that no such protective order or other remedy is obtained, or the Company waives compliance with the terms hereof, Executive shall furnish only that portion of such Proprietary Information or Company Materials which Executive is advised by his counsel and agreed to with Company counsel is legally required. Executive shall cooperate with the Company, at the

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Company’s sole cost and expense, in its efforts to obtain reliable assurance that confidential treatment shall be accorded such Proprietary Information and Company Materials.

(b) Non-Disparagement. Subject to Section 5(e), during Executive’s employment with the Company and for a period of at least three (3) years following termination of his employment for any reason, neither Executive nor senior executive officers of Janus Henderson Group plc shall make any statement that is intended to or would be reasonably likely to disparage or encourage or induce others to disparage any member of the Group or any of its or their past and present officers, directors, products or services, on the one hand, or Executive and his services, on the other. For purposes of this Agreement, the term “disparage” includes, without limitation, any comment or statement that is intended to or would be reasonably likely to disparage: (i) the conduct of any business, services or products of any member of the Group (including, without limitation, any business plans or prospects) or Executive, as applicable, or (ii) the business or personal reputation of any member of the Group or any of its or their past and present officers, directors, products or services or Executive or his services, as applicable. Nothing in this Section 5(b) is intended to or shall prevent Executive from providing, or limiting testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law, or to defend Executive from a breach by any member of the Group or their agents, employees, directors or other persons authorized to speak for the Group.

(i) During Executive’s employment with the Company and for a period of twelve (12) months following termination of employment for any reason (the “Restricted Period”), without the prior written consent of the Company, Executive shall not within the United States, United Kingdom or any other city, county, state, commonwealth, province, territory, country or political subdivision in which the Group operates or has taken steps to operate prior to the termination of Executive’s employment, directly or indirectly, either for Executive or any other person or entity, manage, control, materially participate in, permit Executive’s name to be used by, act as consultant or advisor to, or render material services for (alone or in association with any person, firm, corporation or other business organization), any entity that engages in or has taken material steps to prepare to engage in, or owns, invests in, manages, conducts or controls any venture or enterprise engaged in or preparing to engage in, any Competitive Business; provided that it shall not be a violation of this Section 5(c)(i) for Executive to do any of the foregoing at an entity or an affiliated group of entities that engage in or has taken material steps to prepare to engage in, or owns, invests in, manages, conducts or controls any venture or enterprise engaged in or preparing to engage in, a Competitive Business so long as Executive is not involved in such Competitive Business. Nothing herein shall prohibit Executive from being a passive owner of the equity securities of a corporation engaged in any Competitive Business, so long as Executive has no active participation in the business of such corporation. As used herein, the term “Competitive Business” shall mean any business which provides investment advisory or investment management services. Service on other boards approved by the Board and as permitted pursuant to the Offer Letter, is not considered a violation of this paragraph 5(c).

(ii) During the Restricted Period, Executive shall not, directly or indirectly, (A) knowingly interfere with any relationship which may exist from time to time between any member of the Group and any of its or their employees, consultants, agents or representatives, (B) solicit, hire or attempt to hire, or assist another in soliciting, hiring or attempting to hire, any person who is an employee or contractor of any member of the Group, (C) divert, attempt to divert, or solicit, or assist another in diverting, attempting to divert or soliciting, the customer business or account of, or accepting any approach from, any Protected Client or (D) violate any other terms related to unfair interference or non-solicitation, pursuant to the DIP and any long-term incentive awards. Notwithstanding the foregoing, it shall not be a violation of this Section 5(c) for Executive to solicit or hire independent accounting, legal and similar firms or his personal assistant.

(iii) Executive acknowledges the highly competitive nature of the business of the Group and the relationship of confidence and trust between Executive and the Group. Accordingly, Executive acknowledges and agrees that the restrictions contained in this Agreement are reasonable and necessary for the protection of the legitimate business interests of the Group, that any violation of these restrictions would cause substantial and irreparable injury to the Group, and these restrictions will not cause an undue hardship.

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(iv)If, at the time of enforcement of this Section 5(c), an arbitrator or court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, Executive and the Company agree that it is the intention of the parties that such provision should be enforceable to the maximum extent permissible under applicable law. Executive and the Company further agree that any arbitrator or court is expressly authorized to and shall modify any unenforceable provision of this Agreement instead of severing the unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making any other modifications it deems warranted to carry out the intent and agreement of the parties to the maximum extent permitted by law. The parties expressly agree that this Agreement as so modified by the arbitrator or court shall be binding upon and enforceable against each of them.

(d)Enforcement; Forfeiture. In the event of a breach or threatened breach of any of the provisions contained in this Section 5, Executive agrees that the Company shall be entitled to injunctive or other equitable relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, and Executive acknowledges that damages would be inadequate and insufficient. The existence of this right to injunctive and other equitable relief shall not limit any other rights or remedies that the Company may have at law or in equity including, without limitation, the right to monetary, compensatory and punitive damages.

(e)Permitted Disclosures. Pursuant to 18 U.S.C. §1833(b), Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive’s attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the any member of the Group for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (1) files any document containing the trade secret under seal, and (2) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any agreement Executive has with any member of the Group shall prohibit or restrict Executive from making any voluntary disclosure of information or documents related to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company.

(f)Survival. The terms and provisions of Sections 4 and 5 shall survive Executive’s termination of employment with the Company for any reason and shall be fully enforceable thereafter, and the terms and provisions of Section 5 shall apply regardless of whether Executive executes the Release. The provisions of this Section 5 shall be the sole restrictive covenants to which Executive is subject and shall supersede the covenants in the DIP.

6. Cooperation. Executive hereby agrees that, following termination of employment for any reason, Executive shall reasonably cooperate with the Group in providing information and assistance that any member of the Group reasonably requests and in taking such other action as such member of the Group may reasonably request including, without limitation, consultation concerning Executive’s areas of responsibility. Executive further agrees to reasonably assist the Group with respect to all reasonable requests to testify in connection with any legal proceeding or matter relating to any member of the Group, including, but not limited to, any federal, state or local audit, proceeding or investigation, other than proceedings relating to the enforcement of this Agreement or other proceedings in which Executive is a named party whose interests are adverse to those of any member of the Group. The Company shall reimburse any reasonable out-of-pocket expenses incurred by Executive incurred at the request of the Company in connection with any such cooperation or participation with travel commensurate with the travel enjoyed by Executive prior to termination. All services provided hereunder shall be subject to the indemnification and D&O coverage provided under Section 10 of the Offer Letter.

7. Notices. Any notice or other communication required or permitted to be given under this Agreement (a “Notice”) shall be in writing and delivered in person, electronically, by overnight courier service or by postage prepaid mail with a return receipt requested, at the following locations (or to such other address as either party may have furnished to the other in writing by like Notice. All such Notices shall only be duly given and effective upon receipt (or refusal of receipt).

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If to the Executive:

At the last address on the records of the Company.

If to the Company:

Janus Henderson Investors US LLC

151 Detroit St.

Denver, CO 80206

Attn: General Counsel

Email: Michelle.Rosenberg@janushenderson.com

8. Arbitration. Except as specifically provided herein, any dispute, controversy or claim arising under or in connection with this Agreement (including the Release) or otherwise relating in any way to Executive’s employment relationship or the termination thereof, whether based in contract, tort, statute, common law or any other legal theory, shall be submitted to and decided by binding arbitration, conducted before a single arbitrator in the State of Colorado and administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s employment arbitration rules then in effect as well as any requirements of applicable state and federal law. A copy of the current version of AAA’s employment arbitration rules is available at https://www.adr.org/employment. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. To the extent permitted by applicable law, each party shall bear their own costs and expenses of any such arbitration proceeding, if any. In the event of any dispute or controversy hereunder, each party hereto shall be responsible for its own legal fees. For the avoidance of doubt, this Section 8 shall not apply to any dispute, controversy or claim that, as a matter of law, the parties cannot be compelled to arbitrate under applicable federal, state, or local law.

9. Waiver of Breach. Any waiver of any breach of this Agreement shall not be construed to be a continuing waiver or consent to any subsequent breach on the part either of Executive, JHG, or of the Company.

10. Non-Assignment; Successors. This Agreement is personal to each of the parties hereto. Except as provided in this Section 10, no party may assign or delegate any rights or obligations hereunder without first obtaining the advanced written consent of the other party hereto. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. The Company may assign this Agreement to a person or entity that is an Affiliate or to any successor to all or substantially all of the business and/or assets of the Company which assumes in writing, or by operation of law, the obligations of the Company hereunder. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Severability. To the extent that any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted therefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

13. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application hereto of the laws of any jurisdiction other than the State of Colorado. In furtherance of the foregoing, the internal law of the State of Colorado shall control the interpretation and construction of this Agreement, even though under any other jurisdiction’s choice of law or conflict of law analysis the substantive law of some other jurisdiction may ordinarily apply.

14. Compliance with 409A. The parties intend for the payments and benefits under this Agreement to be exempt from Section 409A of the Code (“Section 409A”) or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Agreement shall be construed and administered in accordance with such intention. If any payments or benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a manner which does not cause such an accelerated or additional tax. For purposes of the limitations on nonqualified

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deferred compensation under Section 409A, each payment of compensation under this Agreement or any other agreement by and between Executive and the Company and its Affiliates shall be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other agreement by and between Executive and the Company and its Affiliates during the six-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six months following Executive’s termination date (or death, if earlier). Notwithstanding anything to the contrary in this Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Agreement or any other agreement by and between Executive and the Company and its Affiliates shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit.

15. Entire Agreement. This Agreement constitutes the entire agreement by the Company and Executive with respect to the subject matter hereof, and supersedes any and all prior agreements or understandings between Executive and the Company with respect to the subject matter hereof, whether written or oral; provided, that the Offer Letter shall continue in accordance with its terms. This Agreement may be amended or modified only by a written instrument executed by Executive and the Company.

16.Better-Off Cut-Back. Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm shall determine that receipt of all Payments would subject Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Payments shall be reduced to such Reduced Amount. If the Accounting Firm determines that the aggregate Payments should be reduced to the Reduced Amount, the Accounting Firm shall promptly give the Company notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his or her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount). All determinations made by the Accounting Firm under this Section shall be binding upon the Company and Executive. In connection with making determinations under this Section, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by Executive, including any non-competition provisions that may apply to Executive (and the Company shall cooperate in good faith in the valuation of any such services, including any non-competition provisions), and shall make all determinations in accordance with standard accounting and tax principles. The following terms shall have the following meanings for purposes of this Section: (1) a “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (2) “Net After-Tax Receipt” shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive shall certify, in the Executive’s sole discretion, as likely to apply to the Executive in the relevant tax year(s); (3) “Accounting Firm” shall mean Golden Parachute Tax Solutions LLC or such other nationally recognized accounting firm mutually selected by the Company and Executive, which firm shall not be the auditor for the Company or providing services to an acquirer; (4) “Present Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment; and (5) “Reduced Amount” shall mean the amount of Payments that (x) has a Present Value that is less than the Present Value of all Payments and (y) results in aggregate Net After-Tax Receipts for all Payments that are greater than the Net After-Tax Receipts for all Payments that would result if the aggregate Present Value of Payments were any other amount that is less than the Present Value of all Payments.

[SIGNATURES TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.


	Executive


	JANUS HENDERSON INVESTORS US LLC


	By:

EXECUTION VERSION‌

Exhibit A

LEGAL RELEASE

This Legal Release (“Release”) dated as of the last date executed below (the “Release Date”) is between Janus Henderson Investors US LLC (“Janus” or “Company”) and Ali Dibadj (“Executive”) (each a “Party,” and together, the “Parties”). Any terms not defined herein shall be defined as set forth in the Severance Agreement (defined below).

Recitals

A.Executive and Janus are parties to a Severance Rights Agreement dated as of March 23, 2022, to which this Release is appended as Exhibit A (the “Severance Agreement”). Executive’s employment terminated on [date] (the “Date of Termination”) under circumstances that give rise to payments and benefits under Section 4 thereof.

B.Executive wishes to receive the payments and/or benefits defined in Section 4 of the Severance Agreement and this Release, which payments and/or benefits are conditioned upon Executive’s execution (and non-revocation) of a full waiver and release in the form hereof, among other conditions precedent.

C.Janus wishes to benefit from the covenants and agreements referred to in the Severance Agreement and in this Release, and other good and valuable consideration, the receipt and sufficiency of which is hereby irrevocably acknowledged.

Agreement

The Parties agree as follows:

1. Confirmation of Severance Benefit Obligation. Janus shall pay or provide to Executive the Severance Payments and other amounts and benefit to which Executive is entitled pursuant to Section 4 of the Severance Agreement (the “Severance Benefit”), as, when and on the terms and conditions specified in the Severance Agreement.

2. Waiver and Release of Claims by Executive.

In consideration for the Severance Benefit, Executive hereby acknowledges and agrees to the following:

Assent and Release:

Executive agrees that Executive has entered into this Release on a purely voluntary basis, Executive understands it, and, in consideration for the provision of the payments and benefits described in Section 4 of the Severance Agreement, Executive further agrees to, and does hereby, release Company together with its respective present or former members, managers, officers, directors, employees, owners, parent companies, subsidiaries, affiliates, representatives, insurers, successors, assigns, counsel, shareholders and agents (each an “Employer Party”), from any and all claims, demands, actions, causes of actions, judgments, rights, fees, debts, obligations, lawsuits, damages and/or liabilities of any kind whatsoever, whether known or unknown, suspected or unsuspected, that Executive may have or has ever had against any Employer Party (collective, “Claims”) arising out of or in connection with Executive’s employment relationship with Employer and/or the conclusion of said relationship , including, but not limited to, any and all Claims relating to employment discrimination under federal, state or local laws, rules regulations or executive orders. The agreements set forth in this paragraph are effective as of the date which is eight (8) days after Executive signs the Release, provided this Release has not been revoked by Executive as of that time (the “Effective Date”).

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ii.

Executive expressly acknowledges and agrees that, by entering into this Release, Executive is waiving any and all rights or Claims that Executive may have arising under the Age Discrimination in Employment Act of 1967, the Older Workers Benefits Protection Act of 1990, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and 187, the Equal Pay Act, the Family and Medical Leave Act, the Occupational Safety and Health Act, the Federal False Claims Act, the Employee Retirement Income Security Act (ERISA), the Worker Adjustment and Retraining Notification Act, the Colorado Anti-Discrimination Act, the Colorado Civil Rights Act, the Colorado Labor Peace Act, all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released, and the common law of the State of Colorado, for compensation, damages, tort, breach of express or implied employment contract, breach of an express or implied covenant of good faith and fair dealing, discrimination, harassment, wrongful discharge, intentional infliction of emotional distress, invasion of privacy, attorneys’ fees, defamation or injuries incurred on the job or incurred as a result of loss of employment, or any other claim as of the date Executive executes this Agreement. The agreements set forth in this paragraph are effective upon the Effective Date.

iii.

Executive acknowledges that by signing this Release, Executive is releasing and waiving, among other things, Claims which Executive does not know or suspect to exist through the date of Executive’ execution of this Release, including Claims, which if known by Executive, might have affected Executive’s decision to enter into this Release. Executive is not waiving any rights to Claims that may arise after the date this Release is executed.

iv.

This Release shall not be construed to waive or release of Executive’s rights to indemnification (including advancement of expenses), benefits under this Agreement, vested compensation and benefits under Janus employee benefit plans applicable to Executive as of Executive’s last date of employment, nor shall this Release be construed to waive any rights Executive may have to apply for and collect unemployment benefits or any rights that cannot be waived by law.

This Release shall not be construed to waive or release any coverage under insurance policies covering Company and any parent company, affiliate or subsidiary, for claims against company officers or employees of Company or any parent company, affiliate or subsidiary during Executive’s period of employment.

vi.

Executive agrees and acknowledges that Executive shall not be entitled to any monetary or equitable relief or remedies pursuant to any Claims referenced or released by this paragraph to the maximum extent permitted by applicable law. If Executive or an attorney acting on Executive’s behalf files any civil action in any court or files any charge or complaint with an arbitral tribunal or administrative agency, asserting any claims against Company or any Employer Party, and seeking personal relief or remedies for Executive, this Release may be used by the Company or Employer Party as a complete defense to Executive’ claims and any personal relief or remedies. Executive shall be obligated to pay all costs, expenses, and attorney fees incurred by Company or any Employer Party in defending against Executive’s claims in any such court action, arbitral tribunal or agency, and tender back any monies paid pursuant to this Release. Nothing in this Release shall prohibit either Party from bringing an action to enforce this Release or prohibit Executive from filing a timely charge or complaint with the EEOC or other similar federal or state administrative agencies or participating in any investigation or proceeding conducted by the EEOC or other similar federal or state administrative agencies, although by signing this Release Executive waives and relinquishes any right to personal recovery of any type or personal injunctive relief in connection with any such charge or complaint.

Additional Acknowledgements. Executive further expressly acknowledges and agrees that:

i.Executive has no current entitlement to the payments and benefits described in Section 4 of the Severance Agreement absent signing a release and, therefore, in exchange for waiving and releasing any claims or rights under the Age Discrimination in Employment Act, as amended,

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and/or other statutes, laws, rules or executive orders described in this Release, Executive shall receive compensation and benefits beyond that which Executive was entitled to receive before entering into this Release.

ii.Executive is hereby advised by Company in writing to consult with an attorney before signing this Release.

iii.Executive has 21 days from the receipt of this Release to decide whether to agree to it. To accept the Release, Executive must sign it and return it to Tiphani Krueger, HR, Janus Henderson Investors, 151 Detroit Street, Denver, CO 80206 by close of business on the 21^st day after Executive’s last day of employment. If the Company has not received a signed Release by that time, any offer to make the payments and provide the benefits described in Section 4 of the Severance Agreement shall automatically expire and no longer be available to Executive. By executing, dating and returning this Release to the Company prior to the end of the 21-day period, Executive shall be voluntarily waiving this 21-day review period. Executive also agrees that changes in this Release shall not restart the running of the 21-day period.

iv.Executive has seven (7) days after signing this Release to revoke it. The Release shall not be effective until the 7-day period has expired. To revoke this Release, Executive must provide written notice of revocation to Tiphani Krueger, HR, Janus Henderson Investors, 151 Detroit Street, Denver, CO 80206, no later than close of business on the seventh day after Executive signs this Release. If Executive revokes this Release, it shall not become effective or enforceable.

v. Executive agrees to pay all taxes relating to or arising from any payment made or consideration provided pursuant to the Severance Agreement (other than as expressly provided for therein); provided that all payments required to be made by the Company to Executive under the Severance Agreement shall be subject to the withholding of such amounts for taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

vi. Executive agrees that he has met the terms of Section 5(c)(i) and (ii) of the Severance Agreement, and will continue to comply with such terms in accordance with the terms of the Severance Agreement, the DIP, and any long-term incentive award agreements.

3. Miscellaneous.

(a) This Release shall be governed by and construed in accordance with the laws of the State of Colorado without reference to principles of conflict of laws. The captions of this Release are not part of the provisions hereof and shall have no force or effect. This Release may not be amended or modified otherwise than by a written agreement executed by the Parties hereto or their respective successors and legal representatives.

(b) All notices and other communications shall be in writing and shall be delivered personally to the party to receive the same, given by electronic means, or when mailed first class postage prepaid, by registered or certified mail, return receipt requested, addressed to the party to receive the same as set forth below, or such other address as the party to receive the same may have specified by written notice given in the manner provided for in this Section 3(b). All notices shall be deemed to have been given as of the date of personal delivery, transmittal or mailing thereof.

If to Executive, to: _______________________________

If to Janus, to:

Janus Henderson Investors US LLC

Attention: Global Head of Human Resources

EXECUTION VERSION‌

151 Detroit Street

Denver, Colorado 80206

Email: Tiphani.Krueger@janushenderson.com

(c) The invalidity or unenforceability of any provision of this Release shall not affect the validity or enforceability of any other provision of this Release.

(d) Executive’s or Janus’ failure to insist upon strict compliance with any provision of this Release or the failure to assert any right Executive or Janus may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Release.

(e) Except with respect to Executive’s right to continued employment with Janus, which terminated on employment’s last day of employment, and except as otherwise specifically amended by this Release, the Severance Agreement shall remain in full force and effect according to its terms. From and after the Release Effective Date, this Release shall supersede all agreements between the parties other than the Severance Agreement and the agreements reflecting vested long-term incentive Awards.

(f) All disputes relating to or arising from this Release shall be tried only in accordance with the arbitration provisions of Section 8 of the Severance Agreement.

(g) By entering into this Release, neither Janus nor Executive admits any impropriety, wrongdoing or liability of any kind whatsoever.

(h) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other party reasonably believes is necessary to carry out the purpose or effect of this Release.

(i) By signing this Release, each Party acknowledges that the Party has carefully read and understands all the terms and provisions of this Release and has given them careful consideration, and that the Party voluntarily signs this Release as the Party’s own free act without coercion or duress.

(j) Any Party contesting the validity or enforceability of any term of this Release shall be required to prove by clear and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake of fact or law.

(k) The Parties acknowledge that they have reviewed this Release in its entirety and have had a full and fair opportunity to negotiate its terms, in consultation with counsel of their own choosing. Each Party therefore waives all applicable rules of construction that any provision of this Release should be construed against its drafter, and agrees that all provisions of the Release shall be construed as a whole, according to the fair meaning of the language used.

(l) This Release may be signed in counterparts, each of which shall be deemed an original and shall constitute one and the same instrument. The parties further agree that this Release may be executed by the exchange of facsimile signature pages provided that by doing so the parties agree to undertake to provide original signatures as soon thereafter as reasonable in the circumstances.

[SIGNATURE PAGE FOLLOWS]

EXECUTION VERSION‌

NOTE: DO NOT SIGN THIS LEGAL RELEASE UNTIL AFTER EXECUTIVE’S DATE OF TERMINATION.

	JANUS HENDERSON INVESTORS US LLC


	By:


	Date:


	EXECUTIVE



	Ali Dibadj

	Date:

Exhibit 10.3

15 March 2018

Dear Georgina

I am pleased to confirm our offer to you to join Henderson Administration Limited (the Company) on the following terms, subject to:

•proof that you are entitled to work in the United Kingdom:

•the Company's satisfaction with the outcome of reference, criminal records and other pre-employment checks as required by the Company.

For the avoidance of doubt, the above conditions must be satisfied prior to the commencement of your employment. If you are unable to satisfy these conditions this Agreement will not take effect.

In order to prove your entitlement to work in the UK, you must, prior to the commencement of your employment, produce the original of your passport (and biometric residence permit, if you have one) for copying by us.

In addition, because of the nature of your position, the Company may determine that your employment should be subject to the acceptance of your application for registration by the Financial Conduct Authority (FCA). In view of this, you are required to complete and return the enclosed FCA form.

Under the FCA rules, the Company is required to ensure that appropriate employees have, or undergo training to acquire, the requisite knowledge and skills to enable them to perform their duties competently and with due regard to the needs of their clients and the requirements of the Financial Services and Markets Act 2000.

Accordingly, if the Company determines that your role requires you to be registered with the FCA, upon taking up your employment, you will be provided with appropriate induction training to enable you to gain sufficient knowledge of Janus Henderson's products, funds and procedures. Following that you will need to demonstrate continuously that you remain Threshold Competent. Should you at any stage fail to maintain Threshold Competence, the Company may terminate your employment.

Henderson Administration Limited

201 Bishopsgate, London, EC2M 3AE, United Kingdom

T +44 (0)20 7818 1818 F +44 (0)20 7818 1819

janushenderson.com

Henderson Administration Limited Registered office as above. Registered in England and Wales (registration number 290577) We may record phone calls for our mutual protection and to improve customer service

The following terms include the statutory particulars we are required to give you in accordance with the terms of the Employment Rights Act 1996, which, together with the contractual sections of the Employee Handbook make up your contract of employment (the Agreement). Where there is any conflict between the statement of terms of employment and the contractual sections of the Employee Handbook the statement of terms will apply. We do not automatically send out copies of the Employee Handbook, as it is available on Shared Space (the Company's intranet).If you wish to see a copy before accepting this offer, please let me know.

Date of commencement of employment

1.1

Your employment with the Company will, subject to the conditions above, commence on a date to be mutually agreed between you and the Company. The mutually agreed date should be entered where indicated on the copy of this letter which you return as signifying acceptance of these terms (such date being the Commencement Date).

1.2

Your period of continuous employment for the purposes of the Employment Rights Act 1996 will begin on the Commencement Date.

2.Duties

2.1

Your Job title is Chief Risk Officer and you will perform and observe such duties as may from time to time be required of you by the Company. The Company reserves the right to change reporting lines and change, add or withdraw duties subject to giving you prior notice.

2.2

You consent to the secondment or transfer of your employment under this Agreement to an Associated Employer (within the meaning of the Employment Rights Act 1996) at any time during your employment.

2.3The Company has the right to require you to remain away from the office at any time and for any period, provided that the Company continues to pay your Basic Salary during such period.

2.4

You agree that you will act in the best interests of the Janus Henderson Group at all times during your employment.

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Remuneration and benefits

3.1

Basic salary

3.1.1

Your initial basic salary will be £250,000 per annum (Basic Salary) payable in equal monthly instalments in arrears on the 25^th day of each month to a bank account in the UK, as directed by you. If you join or leave the Company part way through a month you will be paid for the number of working days worked in that month. The method for calculating a day's pay for these purposes will be your Basic Salary (or, if applicable, your Adjusted Salary (defined below)) divided by 260. Where you have agreed with the Company that your Basic Salary will be reduced as part of a salary sacrifice arrangement, you will be paid instead an “Adjusted Salary", being the Basic Salary less the authorised reduction.

3.1.2Salaries are reviewed in the first quarter of each year and your salary will first be reviewed in 2019. The Company would, however, have no obligation to increase your salary consequent on any such review.

3.2

Discretionary and Guaranteed Bonus

3.2.1

You will be eligible to be considered for an annual discretionary bonus under the Company's bonus scheme in place from time to time. To be eligible to receive any award, you must be in employment with, and not have given notice of termination to, or received notice of termination from, the Company for any reason whatsoever by the date payment would otherwise be made. Any award will be entirely at the discretion of the Company and is not part of your contractual remuneration and is not pensionable.

3.2.2

Award of bonuses (if any) is usually made in the first quarter of each year, and any awards which are made are determined by reference to performance in the calendar year (the Performance Year) preceding the award.

3.2.3The amount and form of any discretionary bonus award will be determined by the Company in its absolute discretion taking into account such factors as the Company considers. from time to time, to be appropriate, which may include the performance of Janus Henderson Group pie and the relevant business area, and the performance, contribution and conduct of the individual.

3.2.4

The fact that the Company may pay you a bonus in one year does not mean that you will receive a bonus in any later year, and you should not expect this. The Company has the right in its absolute discretion to amend any aspect of the scheme or to withdraw it completely and in particular (without limitation) the Company may impose conditions in relation to forfeiture and/or clawback.

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3.2.5

Notwithstanding the discretionary nature of the bonus scheme and subject to the provisions of this clause, you will be eligible for the award of a guaranteed bonus of GBP 900,000 in respect of the 2018 Performance Year (the Guaranteed Bonus). Award of the Guaranteed Bonus will be made in the first quarter of 2019 (such date of payment being the Guaranteed Bonus Award Date) subject to you:

remaining in employment and not having given or received notice of termination of employment (other than notice of termination by reason of redundancy or ill health) by or on the Guaranteed Bonus Award Date; and

not being subject to the Company's disciplinary procedure (which incorporates the performance management procedure) by or on the Guaranteed Bonus Award Date (unless no sanctions are imposed on you as an outcome of such disciplinary procedure, in which case the Guaranteed Bonus will be paid when due or following the completion of the disciplinary procedure, if later); and

meeting to the Company's satisfaction, all performance objectives as stipulated by the Company (including but not limited to those set out in your Performance Agreement, if relevant).

3.2.6

For the avoidance of doubt, the award of the Guaranteed Bonus replaces and is not in addition to a bonus under the Company's discretionary bonus plan in respect of the 2018 Performance Year. You will first be eligible to be considered for a discretionary bonus under the Company's discretionary bonus plan in respect of the 2019 Performance Year.

3.3

Buy Out Award

3.3.1Subject to the provisions of this clause, you will be granted an award of shares in Janus Henderson Group pie in compensation for awards granted by your previous employer which you will forfeit by reason of leaving your previous employment (the Buy Out Award).

3.3.2

Prior to the Buy Out Award being made (and by no later than the commencement of your employment with the Company) you must provide evidence satisfactory to the Company of the value of the awards granted by your previous employer which you have been formally notified that you will forfeit as a result of leaving such employment and commencing employment with the Company (the Forfeited Awards).

3.3.3

Following your compliance with the terms of the sub clause above, the Company will calculate the value of the Buy Out Award on, or shortly after, the commencement of your employment with the Company, such calculation

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being in the Company's absolute discretion. The total value of the Buy Out Award will in any event not exceed USD 2,200,000 and will be made in number of tranches (each a Tranche). The Buy Out Award will be in the form of shares in Janus Henderson Group plc (the Shares) with a value equivalent to the value of the Forfeited Awards (which will be calculated by reference to the NYSE mid-market price at the close of business on the day immediately preceding the date of grant) with such shares vesting on the dates and in the same proportions as the Forfeited Awards.

3.3.4

The Buy Out Award will be made to you under and subject to the rules of the Janus Henderson Group Plc Restricted Share Plan (the RSP Rules). In the event of any conflict between the RSP Rules and the terms of this Agreement, the RSP Rules will override the terms of this Agreement. Capitalised terms used within this clause that are not otherwise defined, are defined in the RSP Rules.

3.3.5Payment of each Tranche of the Buy Out Award is strictly subject to the following conditions (the Buy Out Award Conditions):

a)you remaining in employment and not having given or received notice of termination of employment for any reason on or before the relevant payment and/or vesting dates; and

you not being subject to the Company's disciplinary procedure on or before the applicable vesting date (unless no sanctions are imposed on you as a result of such disciplinary procedure, in which case the Buy Out Award will vest, if otherwise due, on the applicable vesting date or following the completion of the disciplinary procedure, if later); and

you must have acquired (or maintained, if already acquired) the necessary regulatory approval by the relevant payment and/or vesting dates.

3.3.6In the event of any dispute over whether any Tranche of the Buy Out Award will vest, the Company’s view will prevail.

3.3.7The period of time between the Date of Grant and each Vesting Date is the Restricted Period. During the Restricted Period the Shares will be held in a trust. Prior to the Vesting Date, you will have a conditional right to receive the Shares only, rather than any beneficial interest, and will have no right to receive dividends or other such rights of ownership.

3.4

Restricted Share Plan Award

3.4.1The Janus Henderson Compensation Committee (the Committee} has approved the grant of a special incentive award (the RSP Award) to be made to you

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under and subject to the RSP Rules. If there is any conflict between the RSP Rules and the terms of this Agreement, the RSP Rules will override the terms of this Agreement. The terms of the RSP Award are as follows:

3.4.2You will be granted an RSP Award over shares in Janus Henderson Group with a face value of GBP 750,000 (the RSP Shares). The number of shares pertaining to the RSP Award will be calculated by reference to the NYSE mid market price at the close of business on the day immediately preceding the RSP Grant Date.

3.4.3

For the purposes of this letter, the Award will be deemed to have an effective date of grant of I June 2018 or, if later, the first working day of the month in which you commence employment with the Company (the RSP Grant Date).

3.4.4

The RSP Shares will vest in three equal tranches on the following dates:


Tranche	Face value at date of grant	Vesting Date
Tranche 1	GBP250,000	I June* 2021
Tranche 2	GBP250,000	I June* 2022
Tranche 3	GBP250,000	1 June* 2023

•or, if later, the relevant anniversaries or the first working day or the month in which you commence employment with the Company

(each separately, the Vesting Date), subject to:

you remaining in employment and not having given or received notice of termination of employment on or by the relevant Vesting Date; and

you not being subject to the Company's disciplinary procedure on or before the applicable vesting date (unless no sanctions are imposed on you as a result of such disciplinary procedure, in which case the RSP Award will vest, if otherwise due, on the applicable vesting date or following the completion of the disciplinary procedure, if later); and

you must have acquired (or maintained, if already acquired) the necessary regulatory approval by the relevant payment and/or vesting dates.

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3.4.5

For the avoidance of doubt:

there will be no additional performance conditions associated with the RSP Award;

the Award is subject to the Malus and Claw-Back provisions as outlined in the RSP Rules

the Award will also remain subject to any provisions that are required, either now or in the future, in order to comply with any relevant remuneration code;

the Shares will remain in trust until the Vesting Date;

prior to vesting, you will have no right to receive dividends or other rights of ownership

the Award may, on vesting, be subject to income tax and social security deductions which will either be withheld by the Company (if it is legally required to do so), or otherwise directly settled by you, before ownership of the net Shares is transferred to you.

3.5

Incentive schemes and remuneration policies

3.5.1

Any proportion of any award or payment (including any Guaranteed Bonus) may at the Company's discretion be paid in the form of shares in Janus Henderson Group plc or other instruments. The Company may require you to defer a proportion of any award or payment into the Company's deferral scheme from time to time in force. The terms of the current deferral scheme will be communicated to you in the event that any award or payment reaches the appropriate deferral threshold.

3.5.2If, on termination of employment (whether lawfully or in breach of contract) you lose any award, or any of the rights or benefits under any incentive, deferral or other scheme in which you have participated during your employment (including rights or benefits which you would not have lost had your employment not terminated) you will not be entitled, by way of compensation for loss of office, breach of contract or otherwise, to any compensation for the loss of any such award, rights or benefits.

3.5.3

If the amount of any award or payment made to you pursuant to your employment exceeds any maximum amount that may be paid to you pursuant to any law or relevant regulation in effect at the time of such award or payment (or vesting thereof), your eligibility or entitlement (as relevant) will be reduced to the maximum amount allowed under such law or regulation and the Company's obligations to make any such award or payment will be reduced accordingly. You agree that if such a payment or award has already been received by you, you will on demand repay any excess above the maximum permitted amount (less any tax already paid).

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3.5.4

The provisions of this ‘Incentive schemes and remuneration policies’ clause apply not only to any awards and payments referred to in this Agreement but also to any awards and payments made to you subsequently, irrespective of whether the provisions of this clause are repeated in any notification relating to such awards or payments. For the avoidance of doubt, 'awards' and ‘payments’ may include (but are not limited to) guaranteed bonuses and salary.

3.6Medical Cover

3.6.1

The Company will pay for single medical cover for you with our chosen provider. Entrance to the scheme is subject to the rules of the scheme which may change from time to time. Details of the scheme will be available upon joining. and you will need to apply to join the scheme before receiving cover under it. Any benefit in kind (BIK) that you receive will be processed through payroll from enrolment. We have the right in our absolute discretion to amend the terms of the scheme or to withdraw it completely.

3.7

Pension scheme

3.7.1

You will automatically join the money purchase section of the UK staff pension scheme, subject to the rules of the scheme. A copy of the Pension Scheme Booklet which sets out the rules of the scheme is enclosed. You should familiarise yourself with this document.

3.7.2The Company reserves the right to amend or discontinue the pension scheme or its rules at any time, subject to having given the employees affected prior notice.

3.7.3

The trustees of the pension scheme and their advisers and administrators (as detailed in the Annual Scheme Report and Accounts) will need to process certain data about you. These may include items which are categorised as personal data and sensitive personal data under the Data Protection Act 1998 such as medical details or death benefit nominations. You accept that the trustees and their advisers and administrators need this data to calculate and pay benefits for statistical purposes for reference purposes and to administer the pension scheme as a whole. By signing this contract you agree to this processing taking place.

Absence from work

4.1

Sickness or injury

4.1.1

If you are ill or injured and unable to attend work, you must notify your manager within one hour of your contractual start time, on each day of your absence where this is for seven calendar days or fewer. You must return to

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work as soon as you are fit to do so. Full details of the procedures in case of sickness or injury are set out in the Employee Handbook, which will be available to you on the Company's intranet.

4.2

Sick Pay

4.2.l You may be entitled to receive Company Sick Pay under the Company Sick Pay Policy as a discretionary entitlement to your full salary and contractual benefits.

4.2.2 Any payments made by the Company on account of absence through sickness or injury will be inclusive of any entitlements you may have to Statutory Sick Pay and will be reduced by any benefits to which you may be entitled from the Department for Work and Pensions (DWP) as a result of such sickness or injury (whether or not claimed or recovered). You should claim any benefits due from the DWP.

4.3

Medical examinations/reports

4.3.l We have the right to require you at any stage of absence to produce a medical certificate and/or we may require you at any time to undergo a medical examination by your own registered medical practitioner subject to your consent and your rights under the Access to Medical Reports Act. We also have the right to require you to undergo a medical examination by a registered medical practitioner of our own choice and at our own expense. You agree that such medical practitioner may disclose to us and discuss with us or a Company medical advisor the result of such examination and any matters which arise from it particularly any matters which in his/her opinion might hinder or prevent you (if during a period of incapacity) from returning to work or (in other circumstances) from efficiently performing any of your contractual duties.

Hours of work

5.1

Your standard working week is 35 hours: 9.00 am to 5.00 pm, Monday to Friday, with a one hour break for lunch.

5.2

The Company reserves the right to alter established working hours to meet business contingencies. From time to time, you may be required to work additional hours for the proper performance of your duties. You will not be entitled to additional remuneration for working outside your standard hours of work.

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Holidays

6.1

The Company's holiday year runs from 1 January to 31 December.

6.2

Your annual holiday entitlement is 30 days, in addition to the usual public holidays. This includes your statutory holiday entitlement.

6.3

Your annual holiday entitlement accrues at the rate of 1/365^th per calendar day. If you join the Company or your holiday entitlement changes part way through the holiday year. your holiday entitlement(s) will be pro-rated on this basis.

6.4If you leave the Company part way through the holiday year. your entitlement will be calculated in the same way. You will be paid for any holiday which has accrued during the final holiday year of your employment, but which has not been taken by the last day of your employment. If you have taken holiday in excess of your entitlement, you will be required to repay to the Company the relevant amount, which you agree may be deducted from your final salary payment or other sums otherwise owed from the Company pursuant to the Employment Rights Act 1996.

6.5The method of calculating a day's pay for holiday pay and unpaid leave will be your Basic Salary (or, if applicable, your Adjusted Salary) divided by 260 for full-time employees; for part-time employees. holiday pay will be calculated by the same method but on a pro-rated basis.

6.6

Holiday may only be carried over into a new holiday year if there are legitimate business reasons which have prevented you from taking your full allowance, and subject to authorisation by the head of your business area. Additional information regarding holidays is set out in the Employee Handbook.

Employee Handbook

7.1The Company reserves the right to make alterations to the Employee Handbook at any time.

Season ticket loan

8.1

You are eligible to apply for a loan to purchase an annual season ticket; the granting of such a loan will be entirely at the Company's discretion. This loan is interest-free and will be recovered monthly from your salary. The outstanding amount of any loan will become immediately repayable upon the termination of your employment or the surrender of the ticket.

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Notice

9.1Subject to clause 10 below, in order to terminate your employment, either party will be required to give the other party written notice as follows:

9.1.1

from the Company to you:6 months (or the statutory minimum, if longer)

9.1.2

from you to the Company:6 months

9.2The Company will not be obliged to provide work to you at any time after notice of termination of your employment has been given either by you or by the Company and the Company may, at its discretion, take any one or more of the following steps in respect of all or part of an unexpired period of notice (Garden Leave):

9.2.1

require you to comply with such conditions as it may specify in relation to attending at, or remaining away from, the places of business of the Company and any company in the Janus Henderson Group;

9.2.2

assign you to other duties;

9.2.3

withdraw any powers vested in, or duties assigned to you; or

9.2.4

require you to take any outstanding holiday.

10.

Termination of employment without notice

10.1

Notwithstanding the notice periods set out in clause 9 above the Company may, by written notice, terminate your employment immediately and without compensation (except for salary and holiday pay accrued, due but unpaid) in any of the following circumstances:

10.1.1

if you are in serious or repeated default of any of your obligations of employment;

10.1.2if you are guilty of gross or persistent misconduct, dishonesty or any conduct tending to bring the Company into disrepute;

10.1.3if you are imprisoned for any reason or convicted of a crime other than a minor offence under the Road Traffic Acts;

10.1.4

you fail to achieve or maintain any relevant regulatory approval appropriate to your position;

10.1.5

if employment references and/or verified evidence of your qualifications, identity or right to work are not forthcoming or prove inadequate or

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unsatisfactory (where you have commenced employment before the Company has received such documentation); or

10.1.6

if you cease to be eligible to work in the UK.

11.

Location

11.1

Your normal place of work will be the London office of the Company or such other place within the United Kingdom as the Company may from time to time determine. You may also be required to travel to such places, whether in or outside the UK as the Company may from time to time require.

12.

Disciplinary and grievance procedures

12.1

Details of the Company's disciplinary and grievance procedures are contained in the Employee Handbook. These rules may be amended by the Company from time to time at its absolute discretion.

13.

Collective agreements

13.1

There are no collective agreements in force which directly affect your employment.

14.

Health and safety

14.1

You are required to observe such health and safety regulations as may from time to time be in force at your place of work. The health and safety policy is displayed on notice boards in the Company's London office.

15.Financial regulation

15.1

You have an obligation to act and conduct yourself in conformity with the rules of the FCA, any other regulatory organisation constituted in accordance with the Financial Services and Markets Act 2000 and any other relevant overseas regulatory authority.

15.2

All employees must comply and co-operate fully with all instructions, directions, requirements or requests made or imposed by or on behalf of our regulators under the relevant rules. In particular you must comply with all relevant principles, rules and requirements of the FCA including, in the case of Approved Persons, the "Statements of Principle" and the "Code of Practice" for Approved Persons. If you are an Approved Person you will also be required to comply with your Statement of Regulatory Responsibilities.

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15.3

You are required to comply with the rules for employees' personal investment transactions (the "Personal Code of Ethics"), relating to the purchase and sale of securities, details of which are enclosed.

16.

Confidentiality

16.1There is a need for strict confidentiality in connection with all the Company's business. You agree that you will not, either during your employment or thereafter, use to the detriment or prejudice of the Company or the Janus Henderson Group or, except in the proper course of your duties, divulge to any person any trade secret or any other confidential information concerning the business or affairs of the Company or the Janus Henderson Group, which may have come to your knowledge during your employment and you will use your best endeavours to prevent the publication or disclosure by others of any such trade secret or confidential information.

17.

Return of papers etc.

17.1

You will promptly, whenever requested by the Company and in any event upon the termination of your employment, deliver to the Company all lists of clients or customers. correspondence and all other documents, papers and records, including computer information and disks, which may have been prepared by you or have come into your possession, custody or control in the course of your employment, and you will not be entitled to and will not retain any copies thereof. Title and copyright therein will remain with the Company.

18.

Other employment

18.1During your employment, you must not be engaged in any other business without prior written consent of the Company.

19.Deductions

19.1We are entitled to deduct from your pay or any other sums payable to you by the Company any sums which you may owe us including (without limitation):

19.1.1

loans including advances of salary;

19.1.2

a day's pay for each day of unauthorised absence (including any unauthorised absence during your notice period or failure to make yourself available for work). Unauthorised absence means failure to notify us in accordance with the sickness notification provisions or to obtain our written consent before being absent from work other than as authorised by and subject to the terms of your contract.

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19.2

All sums payable by the Company will be subject to deductions required by law.

20.

Third party rights

20.1

You and the Company agree that any rights which a third party (other than a member of the Janus Henderson Group) may acquire under this contract of employment by reason of the Contracts (Rights of Third Parties) Act 1999 are excluded.

21.

Data protection

21.1

You are obliged to comply with our data protection policy set out in the Employee Handbook. We may treat any breach of the data protection policy as gross misconduct which may result in your immediate dismissal without notice.

21.2

You must not use any personal computer which is not under the custody or control of the Company (or other electronic equipment capable of holding/processing personal data) for any business of the Company without first obtaining authorisation from your manager. If you wish to change the nature and/or extent of such authorised usage you must first obtain approval from your manager.

21.3

If we instruct you to do so (and in any event when your employment terminates for whatever reason) you must surrender all manual data relating to any business of the Company and erase all data relating to any business of the Company from any computer to which you have access but which is not under the custody or control of the Company. In such circumstances you must also surrender (or destroy) any paper copies made of such data.

21.4

You agree that for the purposes of your employment with us:

21.4.1

we may process any data that we hold in respect of you (including any data provided to any company in the Janus Henderson Group even if this data was not provided in connection with your employment with us). The purposes include recruitment, pay and benefits, appraisals, promotions, development, redeployment, employee resourcing, marketing, public relations, job applications, training, transfers, proposed transfers of undertakings and shares, demotions, managing performance, managing sickness absence, administration, pay review, credit searches and other financial and employment checks, investigations, regulatory and statutory requirements, disciplinary proceedings, the data uses in the disciplinary code, appeals, grievances, resignations, dismissals, exit interviews, disciplinary warnings and

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other sanctions, references, certificates of employment and any other purposes similar to those listed in this clause.

21.4.2

we may share this data with and/or transfer it to any other company in the Janus Henderson Group either within or outside the United Kingdom and/or share it with the FCA or any other regulatory or statutory body to the extent necessary to satisfy any of our regulatory requirements. We may also share this data with any person firm or company to whom we have outsourced any function or to whom we are advertising or marketing our services.

21.5

By signing this Statement you consent to our processing any Sensitive Personal Data we hold in respect of you in connection with your employment with us. You further consent to our sharing and/or transferring any such data (where appropriate) to any other company in the Janus Henderson Group either within or outside the United Kingdom and/or sharing it with the FCA or any other regulatory or statutory body to the extent necessary to satisfy any of our regulatory requirements. For the purposes of this clause "Sensitive Personal Data" means any personal information relating to physical or mental health, racial or ethnic origins, political opinions, religious beliefs, sexual orientation, trade union membership and alleged or actual criminal offences or any proceedings for the offences committed or allegedly committed including the outcome of these.

21.6

Where we hold data about any third party which you have provided to us for the purposes of your employment (such as information about your dependants), you agree that you have been able to obtain the consent of that third party and that he/she is aware of the purposes for which such data is being held.

For the avoidance of doubt, processing includes the monitoring of your e-mails and computer use to the extent we consider necessary to ensure compliance with our e mail policy, legal and regulatory obligations and any other roles or policies which apply from time to time.

22.

Covenants

22.1

For the purposes of clause 22, Termination Date means the date of the termination of your employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this Agreement).

22.2

You covenant with the Company (for itself and as trustee and agent for each other company in the Janus Henderson Group) that you will not, whether directly or indirectly, on your own behalf or on behalf of or in conjunction with any other person, firm, company or other entity:

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22.2.1

during employment and for the period of 6 months following the Termination Date (subject to clause 22.3 below), solicit or entice away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or any company in the Janus Henderson Group with whom you had business dealings in the course of your employment in the 12 month period immediately prior to the Termination Date;

22.2.2

during employment and for the period of 6 months following the Termination Date (subject to clause 22.3 below), for the purposes of any business which competes or is about to compete with any business carried on by the Company or any company in the Janus Henderson Group, canvass, solicit, deal with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from any person, firm, company or other entity who is, or was, in the 12 month period immediately prior to the Termination Date, a client of the Company or any company in the Janus Henderson Group with whom you had business dealings in the course of your employment in that 12 month period. Nothing in this clause 22.2.1 prohibits the seeking or doing of business not in direct or indirect competition with the business of the Company or any Janus Henderson Group Company;

22.2.3

during employment and for the period of 6 months following the Termination Date (subject to clause 22.3 below), so as to compete with the Company or any company in the Janus Henderson Group, carry on, set up, be employed, engaged or interested in a business which is itself or is about to be in competition with the business of the Company or any company in the Janus Henderson Group as at the Termination Date with which you were actively involved during the 12 month period immediately prior to the Termination Date. It is agreed that in the event that any such business ceases to be in competition with the Company and/or any company in the Janus Henderson Group this paragraph will, with effect from that date, cease to apply in respect of such business. The provisions of this paragraph will not, at any time following the Termination Date, prevent you from holding shares or other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, will not prohibit the seeking or doing of business not in competition with the business of the Company or any company in the Janus Henderson Group.

22.4The period during which the restrictions referred to in clauses 22.2.1, 22.2.2 and 22.2.3 will apply following the Termination Date will be reduced by the amount of time during which, if at all, you are placed on garden leave under the provisions of clause 9.2.

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22.5

You agree that if, during your employment with the Company or the period of the restrictions set out in clauses 22.2.1, 22.2.2 and 22.2.3 (subject to the provisions of clause 22.3}, you receive an offer of employment or engagement, you will provide a copy of clause 22 to the offeror as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted.

22.6

You will, at the request and expense of the Company, enter into a separate agreement with any company in the Janus Henderson Group under the terms of which you will agree to be bound by restrictions corresponding to those contained in clauses 22.2.1, 22.2.2 and 22.2.3 (or such as may be appropriate in the circumstances}.

22.7

Each and every obligation under this clause 22 will be treated as a separate obligation and will be severally enforceable as such. If any restriction contained in this clause 22 will be adjudged by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part of the wording were deleted the said restriction will apply with such deletions as may be necessary to make it valid and effective.

23.

General

23.1

The headings to clauses are for convenience only and have no legal effect.

23.2

Any reference to 'Janus Henderson Group' means Janus Henderson Group plc and any and all of its subsidiaries (as such term is defined in s.1159 Companies Act 2006).

23.3The validity construction and performance of this contract will be governed by English law and subject to the exclusive jurisdiction of the English courts.

23.4

The Agreement sets out the entire agreement and understanding between you and the Company regarding the terms of your employment. This Agreement supersedes all prior discussions between you the Company and all representations terms and conditions and warranties (other than in relation to anything affecting your suitability for employment) whenever given and whether orally or in writing and any other contracts of employment (oral or written) which you may have from or with the Company, except that nothing herein will limit liability for fraud.

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Exhibit 15.1

May 4, 2022

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated May 4, 2022 on our review of interim financial statements of Janus Henderson Group plc, which is included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 is incorporated by reference in this Registration Statement on Form S-3 (No. 333-252714) and Form S-8 (Nos. 333-218365 and 333-236685).

Very truly yours,

/s/PricewaterhouseCoopers LLP

Denver, Colorado

Exhibit 31

CERTIFICATION

I, Roger Thompson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Janus Henderson Group plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Roger Thompson
Roger Thompson Interim Chief Executive Officer
Chief Financial Officer

Date: May 4, 2022

A signed original of this written statement required by Section 302 has been provided to Janus Henderson Group plc and will be retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Janus Henderson Group plc on Form 10-Q for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Roger Thompson, interim Chief Executive Officer and Chief Financial Officer of Janus Henderson Group plc, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Janus Henderson Group plc.


/s/ Roger Thompson
Roger Thompson Interim Chief Executive Officer
Chief Financial Officer

Date: May 4, 2022

A signed original of this written statement required by Section 906 has been provided to Janus Henderson Group plc and will be retained by Janus Henderson Group plc and furnished to the Securities and Exchange Commission or its staff upon request.