JANUS HENDERSON GROUP PLC (JHG)

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 (“Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (“Securities Act”). Such forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, performance or achievements to differ materially from those discussed. These include statements as to our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects or future events. In some cases, forward-looking statements can be identified by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and similar words and phrases. Forward-looking statements are necessarily based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. We do not undertake any obligation to publicly update or revise these forward-looking statements.

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Various risks, uncertainties, assumptions and factors that could cause our future results to differ materially from those expressed by the forward-looking statements included in this Quarterly Report on Form 10-Q include, but are not limited to, Janus Henderson’s ability to obtain the regulatory, shareholder and other approvals required to consummate the previously announced merger transaction (the “Proposed Transaction”) and the timing of the closing of the Proposed Transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the Proposed Transaction would not occur, the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement, that shareholder litigation in connection with the Proposed Transaction may affect the timing or occurrence of the Proposed Transaction or result in significant costs of defense, indemnification and liability, unanticipated difficulties or expenditures relating to the Proposed Transaction, including the impact of the Proposed Transaction on Janus Henderson’s business, that the Proposed Transaction generally may involve unexpected costs, liabilities or delays, that the business of the Company may suffer as a result of uncertainty surrounding the Proposed Transaction or the identity of the purchaser, that the Company may be adversely affected by other economic, business, and/or competitive factors, including the net asset value of assets in certain of the Company’s funds, and/or potential difficulties in employee retention as a result of the announcement and pendency of the Proposed Transaction, changes in interest rates and inflation, changes in trade policies, including the imposition of new or increased tariffs, changes to tax laws, volatility or disruption in financial markets, our investment performance as compared to third-party benchmarks or competitive products, redemptions and other withdrawals from the funds and accounts we manage, and other risks, uncertainties, assumptions and factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, and this Quarterly Report on Form 10-Q under headings such as “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,” and in other filings or furnishings made by the Company with the SEC from time to time.

Business Overview

We are an independent global asset manager, specializing in active investment across all major asset classes. We actively manage a broad range of investment products for institutional and retail investors across four capabilities: Equities, Fixed Income, Multi-Asset and Alternatives. Our strategy is based on three strategic pillars — Protect & Grow, Amplify and Diversify — and is centered on the belief that a combination of relentless focus and disciplined execution across our core business will drive future success as a global active asset manager. Specifically, our strategy lays a strong foundation for sustained organic growth and opportunistic inorganic growth to create value for all of our stakeholders, including clients, shareholders and employees. We serve a diverse clientele worldwide, comprising intermediaries, institutional investors and self-directed clients. To cater to regional needs effectively, we maintain local presence across most markets and provide investment materials tailored to local customs, preferences and languages supported by our global distribution team.

Revenue

Revenue primarily consists of management fees, shareowner servicing fees and performance fees. Management fees are generally based on a percentage of the market value of our AUM and are calculated using either the daily, month-end or quarter-end average asset balance in accordance with contractual agreements. Accordingly, fluctuations in the financial markets have a direct effect on our operating results. Additionally, our AUM may outperform or underperform the financial markets and, therefore, may fluctuate in varying degrees from that of the general market.

Performance fees are specified in certain fund and client contracts and are based on investment performance either on an absolute basis or compared to an established index over a specified period of time. These fees are often subject to a high-water mark. Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or annually) if the stated performance criteria are achieved. Certain fund contracts allow for negative performance fees where there is underperformance against the relevant index.

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FIRST QUARTER 2026 SUMMARY

First Quarter 2026 Highlights

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Financial Summary

Results are reported on a U.S. GAAP basis. Adjusted non-GAAP figures are presented in the Non-GAAP Financial Measures section below.

Revenue for the first quarter 2026 was $690.0 million, an increase of $68.6 million, or 11%, compared to the first quarter 2025. The key driver of the increase was:

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Total operating expenses for the first quarter 2026 were $576.1 million, an increase of $108.3 million, or 23%, compared to the first quarter 2025. Key drivers of the increase included:

Operating income for the first quarter 2026 was $113.9 million, a decrease of $39.7 million, or (26%), compared to the first quarter 2025. Our operating margin was 16.5% in the first quarter 2026 compared to 24.7% in the first quarter 2025.

Net income attributable to JHG for the first quarter 2026 was $90.9 million, a decrease of $29.8 million, or (25%), compared to the first quarter 2025. In addition to the aforementioned factors affecting revenue and operating expenses, key drivers of the variance included:

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Investment Performance of Assets Under Management

The following table is a summary of investment performance as of March 31, 2026:

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Assets Under Management

Our AUM as of March 31, 2026, was $479.6 billion, a decrease of $13.6 billion, or (3%), from December 31, 2025, driven primarily by unfavorable market performance of $15.5 billion. AUM includes assets for which we provide services and earn an a

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

We are an independent global asset manager, specializing in active investment across all major asset classes. We actively manage a broad range of investment products for institutional and retail investors across four capabilities: Equities, Fixed Income, Multi-Asset and Alternatives. Our strategy is based on three strategic pillars — Protect & Grow, Amplify and Diversify — and is centered on the belief that a combination of relentless focus and disciplined execution across our core business will drive future success as a global active asset manager. Specifically, our strategy lays a strong foundation for sustained organic growth and opportunistic inorganic growth to create value for all of our stakeholders, including clients, shareholders and employees. We serve a diverse clientele worldwide, comprising intermediaries, institutional investors and self-directed clients. To cater to regional needs effectively, we maintain local presence across most markets and provide investment materials tailored to local customs, preferences and languages supported by our global distribution team.

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, our Chief Executive Officer (“CEO”), on an aggregated basis. Strategic and financial management decisions are determined centrally by our CEO and, on this basis, we operate as a single-segment investment management business.

Revenue

Revenue primarily consists of management fees, shareowner servicing fees and performance fees. Management fees are generally based on a percentage of the market value of our AUM and are calculated using either the daily, month-end or quarter-end average asset balance in accordance with contractual agreements. Accordingly, fluctuations in the financial markets have a direct effect on our operating results. Additionally, our AUM may outperform or underperform the financial markets and, therefore, may fluctuate in varying degrees from that of the general market.

Performance fees are specified in certain fund and client contracts and are based on investment performance either on an absolute basis or compared to an established index over a specified period of time. These fees are often subject to an HWM. Performance fees are recognized at the end of the contractual period (typically monthly, quarterly or annually) if the stated performance criteria are achieved. Certain fund contracts allow for negative performance fees where there is underperformance against the relevant index.

2025 SUMMARY

2025 Highlights

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Proposed Merger

On December 21, 2025, we entered into the Merger Agreement, with Parent and Merger Sub. The Merger Agreement provides that, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into JHG in accordance with the Companies Law, with JHG surviving the Merger as a wholly owned subsidiary of Parent. Under the terms of the agreement, shareholders of the Company will receive $49.00 per share of common stock in cash for each ordinary share not already owned or controlled by Trian. The Merger is expected to close in mid-2026, subject to customary closing conditions, including receipt of required regulatory approvals, client consents and approval by the Company’s shareholders. See the section entitled “Risks Relating to the Proposed Merger” in Part I, Item 1A. Risk Factors of this report for further discussion about the risks related to the Merger.

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Financial Summary

Results are reported on a U.S. GAAP basis. Adjusted non-GAAP figures are presented in the Non-GAAP Financial Measures section.

Revenue for the year ended December 31, 2025, was $3,097.3 million, an increase of $624.1 million, or 25%, compared to the year ended December 31, 2024. The key drivers of the increase were:

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​Total operating expenses for the year ended December 31, 2025, were $2,120.5 million, an increase of $293.0 million, or 16%, compared to operating expenses for the year ended December 31, 2024. Key drivers of the increase include the following:

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Operating income for the year ended December 31, 2025, was $976.8 million, an increase of $331.1 million, or 51%, compared to the year ended December 31, 2024. Our operating margin was 31.5% in 2025 compared to 26.1% in 2024.

Net income attributable to JHG for the year ended December 31, 2025, was $815.9 million, an increase of $407.0 million, or 100%, compared to the year ended December 31, 2024. In addition to the aforementioned factors affecting revenue and operating expenses, key drivers of the variance include the following:

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Investment Performance of Assets Under Management

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The following table is a summary of our investment performance as of December 31, 2025:

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Assets Under Management

Our AUM as of December 31, 2025, was $493.2 billion, an increase of $114.5 billion, or 30%, from December 31, 2024, driven primarily by the addition of $46.5 billion of predominantly investment-grade public fixed income assets from Guardian Life Insurance Company of America’s (“Guardian”) general account and favorable market performance of $49.7 billion. AUM includes assets for which we provide services and earn an asset-based fee, even though we do not act as the investment advisor.

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Our non-USD AUM is primarily denominated in GBP, EUR and AUD. During the year ended December 31, 2025, the USD weakened against GBP, EUR and AUD, resulting in an $8.3 billion increase in our AUM. As of December 31, 2025, approximately 24% of our AUM was non-USD-denominated.

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Our AUM and flows by capability for the years ended December 31, 2025, 2024 and 2023, were as follows (in billions):

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