Janus Henderson's Board Determines Victory Capital's $30/Share Proposed Acquisition Offer Not Superior, Not In Best Interests

Janus Henderson Group plc (NYSE: JHG; "JHG," "Janus Henderson," or the "Company") today announced that its Board of Directors (the "Board"), acting on the unanimous recommendation of the Special Committee of the Board (the "Special Committee"), has determined by unanimous vote that the unsolicited, non-binding proposal received on February 26, 2026 (the "Victory Proposal") from Victory Capital Holdings, Inc. (NASDAQ:VCTR, "Victory")) is not in the best interests of Janus Henderson and its shareholders and does not constitute, and would not reasonably be expected to result in, a Company Superior Proposal under the terms of the merger agreement providing for the acquisition of Janus Henderson by Trian and General Catalyst (the "Merger Agreement").

In the course of its review of strategic alternatives described in the Company's proxy statement relating to the Merger Agreement, the Special Committee previously received two non-binding proposals from Victory on November 24, 2025 and December 8, 2025. After evaluating the prior proposals, the Special Committee determined that they were not actionable. The February 26 Victory Proposal offered no meaningful improvement in terms.