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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Janus Henderson Group plc (Name of Issuer) |
Ordinary Shares, $1.50 per share par value (Title of Class of Securities) |
G4474Y214 (CUSIP Number) |
Jaime Genua
Massachusetts Mutual Life Insurance Co, 1295 State Street
Springfield, MA, 01111
(800) 767-1000
Massachusetts Mutual Life Insurance Co, 1295 State Street
Springfield, MA, 01111
(800) 767-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/30/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | G4474Y214 |
| 1 |
Name of reporting person
Massachusetts Mutual Life Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MASSACHUSETTS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, $1.50 per share par value | |
| (b) | Name of Issuer:
Janus Henderson Group plc | |
| (c) | Address of Issuer's Principal Executive Offices:
201 Bishopsgate, London,
UNITED KINGDOM
, EC2M 3AE. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D filed with the SEC on December 23, 2025 (the "Schedule 13D"), relating to the Ordinary Shares, $1.50 per share par value (the "Ordinary Shares"), of Janus Henderson Group plc, a public limited company organized under the Laws of Jersey (the "Issuer").
Capitalized terms not defined herein shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Items 4, 5, and 6 of the Schedule 13D are hereby amended as follows: | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On June 30, 2026, the transactions contemplated by the Merger Agreement and the Equity Commitment Letter were consummated.
As a result of the Merger, the Ordinary Shares will no longer be listed on The New York Stock Exchange and will be deregistered under Section 12(b) of the Exchange Act. Additionally, as a result of the Merger, MassMutual no longer beneficially owns any Ordinary Shares, though MassMutual retains an equity interest in the surviving company through its beneficial ownership of preferred equity interests of Topco. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
As of June 30, 2026, MassMutual no longer beneficially owned any Ordinary Shares of the Issuer. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
As of June 30, 2026, MassMutual no longer beneficially owned any Ordinary Shares of the Issuer. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows:
MassMutual has not effected any transactions in the Ordinary Shares during the past 60 days other than as described in this Schedule 13D and as set forth on Schedule II attached hereto. | |
| (e) | Item 5(e) is hereby amended and restated in its entirety as follows:
As of June 30, 2026, upon consummation of the Merger, MassMutual may no longer deemed to be part of a group that beneficially owned more than five percent of the outstanding Ordinary Shares of the Issuer. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that MassMutual is or was a member of any such group. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented to incorporate by reference the information set forth in Item 4 above. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.3 of the Schedule 13D is hereby amended and restated in its entirety as Exhibit 99.1 attached to this Amendment No. 1.
Exhibit 99.1 Schedule II to Schedule 13D | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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