JANUS HENDERSON GROUP PLC — Director's Dealing 2022

Mar 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JANUS HENDERSON GROUP PLC (JHG)
CIK: 0001274173
Period of Report: 2022-03-11

Reporting Person: PELTZ NELSON (Director, 10% Owner)
Reporting Person: TRIAN FUND MANAGEMENT, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-11	Common Stock	P	750000	$32.4086	Acquired	30522648	Indirect
2022-03-14	Common Stock	P	500000	$33.7473	Acquired	31022648	Indirect
2022-03-15	Common Stock	P	162638	$33.8527	Acquired	31185286	Indirect

Footnotes

F1: The price shown in Column 4 is a weighted average sale price. The price range for the sale is $32.26 to $32.74. The Reporting Persons
undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full
information regarding the number of shares sold at each separate price.

F2: Trian Fund Management, L.P. ("Trian Management") serves as the management company for Trian Partners AM Holdco II, Ltd. ("Trian AM Holdco II") and as such determines the investment and voting decisions of Trian AM Holdco II with respect to the shares of the Issuer held by it. Mr. Peltz is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of Trian AM Holdco II. Accordingly, Mr. Peltz and Trian Management may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by Trian AM Holdco II.

F3: (FN 2, contd.) The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Peltz is a director of the Issuer.

F4: The price shown in Column 4 is a weighted average sale price. The price range for the sale is $33.44 to $34.00. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: The price shown in Column 4 is a weighted average sale price. The price range for the sale is $33.60 to $34.00. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.