Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2022, Janus Henderson Group plc (the "Company") announced that Suzanne Cain, Global Head of Distribution, will leave the Company to pursue other opportunities. Her last day at Janus Henderson will be July 15, 2022.

In connection with Ms. Cain's departure, Janus Henderson Investors US LLC ("JHIUS"), a wholly-owned subsidiary of the Company, has entered into a Separation and Release Agreement (the "Separation Agreement") with Ms. Cain. The Separation Agreement provides that, subject to execution of a release of claims, Ms. Cain will be entitled to receive certain benefits in accordance with the previously disclosed terms of the Company's compensation and benefit plans that are payable upon a mutual separation from the Company, including a pro-rated bonus for the portion of the 2022 calendar year preceding the Separation Date, paid in a mix of cash, Janus Henderson restricted stock units and mutual fund units and subject to employment through the Separation Date. Ms. Cain will also be eligible to receive subsidized health care coverage for twelve months following the Separation Date and continued vesting of outstanding equity awards to the extent previously provided by, and in accordance with, the terms of the respective award agreements.

The Separation Agreement includes covenants not to solicit, not to disparage, to maintain confidentiality and to cooperate with the Company and its affiliates.

The foregoing description of the Separation Agreement is a summary of material terms only and is qualified in its entirety by the full text of the agreement, which will be filed as an exhibit to our Form 10-Q.


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