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What changed in JANUS HENDERSON GROUP PLC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of JANUS HENDERSON GROUP PLC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+339 added−284 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-27)

Top changes in JANUS HENDERSON GROUP PLC's 2025 10-K

339 paragraphs added · 284 removed · 207 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

46 edited+10 added−13 removed75 unchanged
Biggest changeTheir main regulator is the Australian Securities and Investments Commission (“ASIC”), which is Australia’s integrated corporate, markets, financial services and consumer credit regulator. ASIC imposes certain conditions on licensed financial services organizations that apply to our subsidiaries, including requirements relating to capital resources, operational capability and controls.
Biggest changeASIC imposes certain conditions on licensed financial services organizations that apply to our subsidiaries, including requirements relating to capital resources, operational capability and controls. Multiple subsidiaries also act either as a product issuer or investment manager for ETFs on the Cboe exchange (“Cboe”) and the AQUA market of the Australian Securities Exchange (“ASX”).
Client Type and Distribution Channel We have a diverse group of intermediary, self-directed and institutional clients around the globe. While we seek to leverage our global model where possible, we also recognize the importance of tailoring our services to the needs of clients in different regions.
Client Type and Distribution Channel We have a diverse group of intermediary, institutional and self-directed clients around the globe. While we seek to leverage our global model where possible, we also recognize the importance of tailoring our services to the needs of clients in different regions.
We aim to create a workplace characterized by accountability, excellence and innovation by living our Values — Clients Come First - Always, Execution Supersedes Intention, Together We Win, Diversity Improves Results and Truth Builds Trust — and to encourage a sense of belonging and common objective across our employee base. Our people-focused culture is driven by collaboration and connection.
We aim to create a workplace characterized by accountability, excellence and innovation by living our Values — Clients Come First - Always, Execution Supersedes Intention, Together We Win, Diversity Improves Results and Truth Builds Trust — and encourage a sense of belonging and common objective across our employee base. Our people-focused culture is driven by collaboration and connection.
Each of our three strategic pillars is further detailed below. ● Protect and grow our core business : We have identified existing opportunities in our core business where we believe we can increase market share, including regional intermediary distribution and good-performing smaller strategies. ● Amplify strengths not fully leveraged : Our investment and client service strengths can be amplified with adjacent products, channels, geographies and vehicles (e.g., Institutional and development and expansion of other products). ● Diversify where clients give us the right to win : We are seeking to expand our investment capabilities in areas where our clients are seeking more solutions from us and new investment capabilities that can open new client types (e.g., private credit and emerging market debt). 3 Table of Contents Financial Highlights We present our financial results in accordance with accounting principles generally accepted in the United States of America (“U.S.
Each of our three strategic pillars is further detailed below. ● Protect and grow our core business : We have identified existing opportunities in our core business where we believe we can increase market share, including regional intermediary distribution and good-performing smaller strategies. ● Amplify strengths not fully leveraged : Our investment and client service strengths can be amplified with adjacent products, channels, geographies and vehicles (e.g., Institutional and development and expansion of other products). ● Diversify where clients give us the right to win : We are seeking to expand our investment capabilities in areas where our clients are seeking more solutions from us and new investment capabilities that can open new client types (e.g., private credit and emerging market debt). 3 Table of Contents Financial Highlights We report our financial results in accordance with accounting principles generally accepted in the United States of America (“U.S.
We encourage and financially support continuing education through a tuition reimbursement program for employees wishing to pursue approved degree programs. Employee Engagement We value feedback from our employees. We look for opportunities to solicit their opinions and insights to help us understand what we are doing well and potential areas of improvement.
We encourage and financially support continuing education through a tuition reimbursement program for employees wishing to pursue approved degree programs and certifications. Employee Engagement We value feedback from our employees. We look for opportunities to solicit their opinions and insights to help us understand what we are doing well and potential areas of improvement.
We continue to see enhanced legislative and regulatory interest in the regulation of financial services and investment products in the U.S. through existing and proposed rules and regulations, regulatory priorities and pronouncements, enforcement actions and general discussions around expanded and updated requirements.
We continue to see legislative and regulatory interest in the regulation of financial services and investment products in the U.S. through existing and proposed rules and regulations, regulatory priorities and pronouncements, enforcement actions and general discussions around expanded and updated requirements.
ITEM 1. BUSINESS Overview Janus Henderson Group plc (“JHG,” the “Company,” “we,” “us,” “our” and similar terms), a company incorporated and registered in Jersey, Channel Islands, is an independent global asset manager, specializing in investment management across all major asset classes. Through its predecessor companies, JHG traces its linage back to 1934 when Henderson Group plc (“Henderson”) was founded.
ITEM 1. BUSINESS Overview Janus Henderson Group plc (“JHG,” the “Company,” “we,” “us,” “our” and similar terms), a company incorporated and registered in Jersey, Channel Islands, is an independent global asset manager, specializing in investment management across all major asset classes. Through its predecessor companies, JHG traces its lineage back to 1934 when Henderson Group plc (“Henderson”) was founded.
We regularly review industry benchmark data and maintain competitive compensation levels to ensure we are able to attract and retain top talent. Variable incentive compensation for most of our employees is funded based on JHG profits. While individual awards are fully discretionary, performance assessments take into account financial and strategic (non-financial) factors, including company, department, team and individual performance.
We regularly review industry benchmark data and maintain competitive compensation levels to ensure we are able to attract and retain top talent. Variable incentive compensation for most of our employees is funded based on JHG profits. While individual awards are largely discretionary, performance assessments take into account financial and strategic (non-financial) factors, including company, department, team and individual performance.
The investment strategies managed by JHEMPIL are private credit, private equity and regional real estate. Singapore In Singapore, our subsidiary, Janus Henderson Investors (Singapore) Limited (“JHISL”), is licensed with the Monetary Authority of Singapore (“MAS”) as a Capital Market Services License holder and an exempt financial adviser to conduct regulated activities in fund management and dealing in capital market products.
The investment strategies managed by JHIMEL are private credit, private equity and regional real estate. Singapore In Singapore, our subsidiary, Janus Henderson Investors (Singapore) Limited (“JHISL”), is licensed with the Monetary Authority of Singapore (“MAS”) as a Capital Market Services License holder and an exempt financial adviser to conduct regulated activities in fund management and dealing in capital market products.
Specifically, our strategy lays a strong foundation for sustained organic growth and opportunistic inorganic growth to create value for all of our stakeholders: clients, shareholders and employees.
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.
JHEMPIL is subject to the ADGM legal framework which includes the Abu Dhabi Law No 4 of 2013, which sets out the governance, legislative and regulatory framework and activities to be carried on in the ADGM and the Financial Services and Markets Regulations, which establishes the legislative and regulatory framework for financial services in ADGM.
JHIMEL is subject to the ADGM legal framework which includes the Abu Dhabi Law No 4 of 2013, which sets out the governance, legislative and regulatory framework and activities to be carried on in the ADGM and the Financial Services and Markets Regulations, which establishes the legislative and regulatory framework for financial services in ADGM.
For this reason, we maintain a local presence in most of the markets in which we operate and provide investment material that takes into account local customs, preferences and language needs. We have a global distribution team of approximately 400 staff members.
For this reason, we maintain a local presence in most of the markets in which we operate and provide investment material that takes into account local customs, preferences and language needs. We have a global distribution team of approximately 400 people.
We are committed to: ​ ● Attracting great people into roles with a sense of purpose; ● Helping them realize their highest potential and make a real impact; and ● Supporting their ambitions throughout their career. Headcount As of December 31, 2024 and 2023, we had 2,340 and 2,196 employees, respectively.
We are committed to: ​ ● Attracting great people into roles with a sense of purpose; ● Helping them realize their highest potential and make a real impact; and ● Supporting their ambitions throughout their career. Headcount As of December 31, 2025 and 2024, we had 2,364 and 2,340 employees, respectively.
JHEMPIL conducts the regulated activities of managing collective investment funds, arranging deals in investments and advising on investments or credit.
JHIMEL conducts the regulated activities of managing collective investment funds, arranging deals in investments and advising on investments or credit.
A description of each client type and distribution channel is presented below. ​ Intermediary Channel The intermediary channel distributes U.S. mutual funds, separately managed accounts (“SMAs”), exchange-traded funds (“ETFs”), UK Open Ended Investment Companies (“OEICs”), Société d’Investissement À Capital Variable (“SICAVs”), Collective Investment Trusts (“CITs”) and Undertakings for Collective Investments in Transferable Securities (“UCITS”) through financial intermediaries, including banks, broker-dealers, financial advisors, fund platforms and discretionary wealth managers.
A description of each client type and distribution channel is presented below. ​ Intermediary Channel The intermediary channel distributes U.S. mutual funds, separately managed accounts (“SMAs”), exchange-traded funds (“ETFs”), UK Open Ended Investment Companies (“OEICs”), Société d’Investissement À Capital Variable (“SICAVs”), Collective Investment Trusts (“CITs”), Undertakings for Collective Investments in Transferable Securities (“UCITS”), hedge funds, closed-end interval and tender funds, and model portfolios through financial intermediaries, including banks, broker-dealers, financial advisors, fund platforms and discretionary wealth managers.
In 2024, approximately 86% of our employees responded to our annual employee opinion survey. Results are shared with our Board of Directors and are cascaded from senior leaders to all employees. Managers and employees develop action plans to address topics of concern and continually improve our workplace.
In 2025, approximately 85% of our employees responded to our annual employee opinion survey. Results are shared with our Board of Directors and are cascaded from senior leaders to all employees. Managers and employees develop action plans to address topics of concern and continually improve our workplace.
We support our employees’ financial goals and retirement saving by making contributions toward their retirement and pension plans and offering an employee stock purchase plan. ​ Turnover We monitor and analyze turnover, including voluntary, involuntary and reduction in force (“RIF”)/layoffs. Our voluntary turnover rates are consistent with a certain benchmark for our industry.
We support our employees’ financial goals and retirement savings by making contributions toward their retirement and pension plans and offering an employee stock purchase plan. ​ Turnover We monitor and analyze turnover, including voluntary, involuntary and reduction in force (“RIF”)/layoffs. Our voluntary turnover rates are consistent with benchmarks for our industry.
It is subject to various laws, including the Securities and Futures Act, the Financial Advisers Act and the subsidiary legislation promulgated pursuant to these acts, which are administered by the MAS.
It is 9 Table of Contents subject to various laws, including the Securities and Futures Act, the Financial Advisers Act and the subsidiary legislation promulgated pursuant to these acts, which are administered by the MAS.
GAAP”); however, JHG management evaluates the profitability of the Company and its ongoing operations using non-GAAP financial measures that are consistent with internal management reporting. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for additional information on non-GAAP adjusted measures, including a reconciliation to the comparable GAAP measure.
GAAP”). However, we evaluate our profitability and our ongoing operations using additional non-GAAP financial measures that are consistent with internal management reporting. See Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for additional information on non-GAAP adjusted measures, including a reconciliation to the comparable GAAP measure.
Under FinSA, the main requirements for JHI Schweiz are the affiliation to an ombudsman’s office, the client adviser registration, compliance manual, certain disclosures to investors and client segmentation. United Arab Emirates Janus Henderson Emerging Markets Private Investments Limited (“JHEMPIL”) is authorized and regulated by the Financial Services Regulatory Authority (“FSRA”) in the Abu Dhabi Global Market (“ADGM”) financial center.
Under FinSA, the main requirements for JHI Schweiz are the affiliation to an ombudsman’s office, the client adviser registration, compliance manual, certain disclosures to investors and client segmentation. United Arab Emirates Janus Henderson Investors Middle East Limited (“JHIMEL”) is authorized and regulated by the Financial Services Regulatory Authority (“FSRA”) in the Abu Dhabi Global Market (“ADGM”) financial center.
Alternatives brings together a cross-asset class combination of alpha generation, risk management and efficient beta replication strategies. These include Global Multi-Strategy, Managed Futures, Risk Premia and Global Commodities, Private Credit, and Long/Short Equity. As of December 31, 2024, AUM in our Alternatives capability totaled $13.5 billion, or 3% of total AUM.
Alternatives brings together a cross-asset class combination of alpha generation, risk management and efficient beta replication strategies. These include Global Multi-Strategy, Managed Futures, Risk Premia and Global Commodities, Private Credit and Long/Short Equity. As of December 31, 2025, AUM in our Alternatives capability totaled $22.0 billion, or 4% of total AUM.
(“JHIESA”), is authorized and regulated by the Commission de Surveillance du Secteur Financier as a UCITS management company, with additional regulatory permissions to provide portfolio management services regulated under MiFID II. JHIESA has established six branches: Italy (Milan), Germany (Frankfurt), Spain (Madrid), France (Paris), the Netherlands (Amsterdam) and Denmark (Copenhagen).
Luxembourg In Luxembourg, our subsidiary, Janus Henderson Investors Europe S.A. (“JHIESA”), is authorized and regulated by the Commission de Surveillance du Secteur Financier as a UCITS management company, with additional regulatory permissions to provide portfolio management services regulated under MiFID II. JHIESA has established six branches: Italy (Milan), Germany (Frankfurt), Spain (Madrid), France (Paris), the Netherlands (Amsterdam) and Denmark (Copenhagen).
We are mindful that our thinking and investments help shape the futures of millions of people as we fulfill our purpose of “Investing in a brighter future together.” We manage a broad range of investment products for institutional and retail investors across four capabilities: Equities, Fixed Income, Multi-Asset and Alternatives.
We bring people and ideas together to help shape the futures of millions of people as we fulfill our purpose of “Investing in a brighter future together.” We manage a broad range of investment products for institutional and retail investors across four capabilities: Equities, Fixed Income, Multi-Asset and Alternatives.
Multi-Asset Our Multi-Asset capability includes teams in the U.S. and UK that focus on balanced, multi-asset income and strategic asset allocation, as well as multiple adaptive asset allocation strategies. As of December 31, 2024, AUM in our Multi-Asset capability totaled $53.1 billion, or 14% of total AUM. Alternatives Our Alternatives capability includes teams with various areas of focus and approach.
Multi-Asset Our Multi-Asset capability includes teams in the U.S. and UK that focus on balanced, multi-asset income and strategic asset allocation, as well as multiple adaptive asset allocation strategies. As of December 31, 2025, AUM in our Multi-Asset capability totaled $58.8 billion, or 12% of total AUM. Alternatives Our Alternatives capability includes teams with various areas of focus and approach.
The capabilities of these teams are available through individual strategies and, where appropriate, combined to create multi-strategy offerings. As of December 31, 2024, AUM in our Fixed Income capability totaled $82.7 billion, or 22% of total AUM.
The capabilities of these teams are available through individual strategies and, where appropriate, combined to create multi-strategy offerings. As of December 31, 2025, AUM in our Fixed Income capability totaled $155.8 billion, or 32% of total AUM.
As of December 31, 2024, total North America AUM was $236.8 billion, and we employed 173 and 190 investment and distribution professionals, respectively. EMEA and Latin America Our EMEA (“Europe, the Middle East and Africa”) and Latin America region serves clients throughout the UK and Continental Europe and supports our evolving business in Latin America and the Middle East.
As of December 31, 2025, total North America AUM was $321.9 billion, and we employed 223 and 207 investment and distribution professionals, respectively. EMEA and Latin America Our EMEA (“Europe, the Middle East and Africa”) and Latin America region serves clients throughout the UK and Continental Europe and supports our evolving business in Latin America and the Middle East.
These teams generally apply processes based on fundamental research and bottom-up stock picking. As of December 31, 2024, AUM in our Equities capability totaled $229.4 billion, or 61% of total AUM.
These teams generally apply processes based on fundamental research and bottom-up stock picking. As of December 31, 2025, AUM in our Equities capability totaled $256.6 billion, or 52% of total AUM.
We are a client-focused global business with approximately 2,300 employees worldwide and assets under management (“AUM”) of $378.7 billion as of December 31, 2024. We have operations in North America, the United Kingdom (“UK”), continental Europe, Latin America, Japan, Asia and Australia.
We are a client-focused global business with more than 2,300 employees worldwide and assets under management (“AUM”) of $493.2 billion as of December 31, 2025. We have operations in North America, the United Kingdom (“UK”), continental Europe, Latin America, the Middle East, Asia and Australia.
Year ended December 31, 2024 2023 2022 GAAP basis (in millions, except per share data): Revenue $ 2,473.2 $ 2,101.8 $ 2,203.6 Operating expenses $ 1,827.5 $ 1,618.1 $ 1,713.8 Operating income $ 645.7 $ 483.7 $ 489.8 Operating margin 26.1 % 23.0 % 22.2 % Net income attributable to JHG $ 408.9 $ 392.0 $ 372.4 Diluted earnings per share $ 2.56 $ 2.37 $ 2.23 Adjusted basis (in millions, except per share data): Revenue $ 1,940.8 $ 1,645.9 $ 1,705.3 Operating expenses $ 1,272.7 $ 1,137.2 $ 1,128.6 Operating income $ 668.1 $ 508.7 $ 576.7 Operating margin 34.4 % 30.9 % 33.8 % Net income attributable to JHG $ 563.7 $ 435.2 $ 433.8 Diluted earnings per share $ 3.53 $ 2.63 $ 2.60 Assets Under Management Our AUM by client type, capability and client location as of December 31, 2024, is presented below (in billions).
Year ended December 31, 2025 2024 2023 GAAP basis (in millions, except per share data): Revenue $ 3,097.3 $ 2,473.2 $ 2,101.8 Operating expenses $ 2,120.5 $ 1,827.5 $ 1,618.1 Operating income $ 976.8 $ 645.7 $ 483.7 Operating margin 31.5 % 26.1 % 23.0 % Net income attributable to JHG $ 815.9 $ 408.9 $ 392.0 Diluted earnings per share $ 5.23 $ 2.56 $ 2.37 Adjusted basis (in millions, except per share data): Revenue $ 2,535.8 $ 1,940.8 $ 1,645.9 Operating expenses $ 1,624.0 $ 1,272.7 $ 1,137.2 Operating income $ 911.8 $ 668.1 $ 508.7 Operating margin 36.0 % 34.4 % 30.9 % Net income attributable to JHG $ 746.0 $ 563.7 $ 435.2 Diluted earnings per share $ 4.78 $ 3.53 $ 2.63 Assets Under Management Our AUM by client type, capability and client location as of December 31, 2025, is presented below (in billions).
Institutional Channel The institutional channel serves corporations, endowments, pension funds, foundations, Taft-Hartley funds, public fund clients and sovereign entities, with distribution direct to the plan sponsor and through consultants. At December 31, 2024, AUM in our institutional channel totaled $81.2 billion, or 21% of total AUM.
At December 31, 2025, AUM in our intermediary channel totaled $242.9 billion, or 49% of total AUM. 4 Table of Contents Institutional Channel The institutional channel serves corporations, endowments, pension funds, foundations, Taft-Hartley funds, public fund clients and sovereign entities, with distribution direct to the plan sponsor and through consultants.
In addition to the 2024 employee opinion survey, we: ​ ● Placed significant focus on the adoption and embedding of our rearticulated mission, values and purpose to encourage a sense of belonging and common objective across our employee base; ● Continued to dedicate time and resources to employee career progression by hosting a career week where employees participated in live learning events and discussions; invested in our high potential talent through the Leadership Excellence and Development program (“LEAD”); and relaunched our early careers initiatives across the globe; and ● Added to or enhanced our benefits and wellbeing offerings across the globe, including improving our employee share purchase plans and increasing our family-friendly leave policies globally with increased paternity pay and enhanced “equal/shared leave” policies. ​ 6 Table of Contents Our People ​ Diversity Improves Results is embedded as a core value in our Mission, Values and Purpose and is a guiding principle towards creating an inclusive environment that promotes true meritocracy, cultural awareness and respect.
In addition to the 2025 employee opinion survey, we: ​ ● Placed significant focus on the adoption and embedding of our rearticulated mission, values and purpose to encourage a sense of belonging and common objective across our employee base; ● Continued to dedicate time and resources to employee career progression by hosting a career week where employees participated in live learning events and discussions; invested in our high potential talent through the Leadership Excellence and Development program (“LEAD”); and relaunched our early careers initiatives across the globe; and ● Added to or enhanced our benefits and wellbeing offerings across the globe, including improving our employee share purchase plans and increasing our family-friendly leave policies globally with increased parental leave pay and enhanced “equal/shared leave” policies. ​ 6 Table of Contents ​ Our People ​ Our people are central to our success.
While the nature, pace and scope of regulatory change and enforcement may change, it will remain an area of uncertainty and potential risk and cost for us and other regulated entities.
While the nature, pace and scope of regulatory change and enforcement at the federal level have changed with the new administration, it will remain an area of uncertainty and potential risk and cost for us and other regulated entities.
Another key regulator is the Australian Transaction Reports and Analysis Centre (“AUSTRAC”), which applies a number of reporting and other obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2006 (“AML/CFT Act”).
Therefore, our subsidiaries must comply with the Cboe Operating Rules and Procedures as well as the ASX Operating Rules and the ASX Operating Rules Procedures. Another key regulator is the Australian Transaction Reports and Analysis Centre (“AUSTRAC”), which applies a number of reporting and other obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2006 (“AML/CFT Act”).
The company was established to operate a fund management business in Jersey, providing portfolio management services to funds and segregated mandates. The company is authorized and supervised by the Jersey Financial Services Commission in respect of its activities. Switzerland Janus Henderson Investors (Schweiz) AG (“JHI Schweiz”) is regulated by the Swiss Federal Act on Financial Services (“FinSA”).
The company is authorized and supervised by the Jersey Financial Services Commission in respect of its activities. Switzerland Janus Henderson Investors (Schweiz) AG (“JHI Schweiz”) is regulated by the Swiss Federal Act on Financial Services (“FinSA”).
Contractors and other temporary employees are excluded in the tables below. 2024 Headcount Permanent Fixed-Term Worker Trainee & Apprentice Total EMEA 1,037 25 18 1,080 North America 1,065 — 3 1,068 Asia Pacific 183 7 2 192 Total 2,285 32 23 2,340 ​ 2023 Headcount Permanent Fixed-Term Worker Trainee & Apprentice Total EMEA 980 31 22 1,033 North America 977 — 1 978 Asia Pacific 174 9 2 185 Total 2,131 40 25 2,196 ​ Talent Acquisition We build our workforce from within our existing talent pool whenever possible.
Contractors and other temporary employees are excluded in the tables below. 2025 Headcount Permanent Fixed-Term Worker Trainee & Apprentice Total EMEA 1,056 31 19 1,106 North America 1,070 — 6 1,076 Asia Pacific 177 5 — 182 Total 2,303 36 25 2,364 ​ 2024 Headcount Permanent Fixed-Term Worker Trainee & Apprentice Total EMEA 1,037 25 18 1,080 North America 1,065 — 3 1,068 Asia Pacific 183 7 2 192 Total 2,285 32 23 2,340 ​ Talent Acquisition We build our workforce from within our existing talent pool whenever possible.
JHIESA has been appointed management company of the following funds and fund structures: ● Two UCITS umbrella funds, incorporated under the laws of Luxembourg in the form of a SICAV; ● One UCITS umbrella fund, incorporated under the laws of Ireland in the form of an umbrella investment company with segregated liability between funds with variable capital; and ● One AIF umbrella fund, incorporated under the laws of Ireland in the form of an open-ended unit trust. 9 Table of Contents Jersey Janus Henderson Investors (Jersey) Limited is registered under Article 9 of the Financial Services (Jersey) Law 1998, as amended (“Law”) in respect of Fund Services Business.
JHIESA has been appointed management company of the following funds and fund structures: ● Two UCITS umbrella funds, incorporated under the laws of Luxembourg in the form of a SICAV; ● One UCITS umbrella fund, incorporated under the laws of Ireland in the form of an umbrella investment company with segregated liability between funds with variable capital; and ● One AIF umbrella fund, incorporated under the laws of Ireland in the form of an open-ended unit trust.
Corporate Information We are a public limited company incorporated in Jersey, Channel Islands, and tax resident in the UK. Our registered address in Jersey, Channel Islands is 13 Castle Street, St Helier, Jersey JE1 1ES. Our principal business address is 201 Bishopsgate, London, EC2M 3AE, United Kingdom, and our telephone number is +44 (0) 20 7818 1818.
Corporate Information We are a public limited company incorporated in Jersey, Channel Islands, and tax resident in the UK. Our registered address in Jersey, Channel Islands is 13 Castle Street, St Helier, Jersey JE1 1ES.
At December 31, 2024, AUM in our intermediary channel totaled $211.0 billion, or 56% of total AUM. 4 Table of Contents Self-Directed Channel The self-directed channel serves individual investors who invest in our products through a mutual fund supermarket or directly with us. At December 31, 2024, AUM in our self-directed channel totaled $86.5 billion, or 23% of total AUM.
At December 31, 2025, AUM in our institutional channel totaled $152.2 billion, or 31% of total AUM. Self-Directed Channel The self-directed channel serves individual investors who invest in our products through a mutual fund supermarket or directly with us. At December 31, 2025, AUM in our self-directed channel totaled $98.1 billion, or 20% of total AUM.
The region includes a strong retail and institutional client base in the UK; strong relationships with global distributors in Continental Europe; and an organic build-out of our Latin America business, which is gaining momentum. As of December 31, 2024, total EMEA and Latin America AUM was $104.8 billion, and the region employed 165 and 156 investment and distribution professionals, respectively.
The region includes a strong retail and institutional client base in the UK; strong relationships with global distributors in Continental Europe; and an organic build-out of our Latin America and Middle East business, which is gaining momentum.
Our asset management subsidiary and its employees conducting regulated activities specified in the Securities and Futures Act or the Financial Advisers Act are required to be licensed with the MAS.
Our asset management subsidiary and its employees conducting regulated activities specified in the Securities and Futures Act or the Financial Advisers Act are required to be licensed with the MAS. JHISL is also registered with South Korea’s Financial Services Commission (“FSC”) as a cross-border discretionary investment manager and investment advisor.
As of December 31, 2024, Asia Pacific AUM was $37.1 billion, and the region employed 42 and 73 investment and distribution professionals, respectively. 5 Table of Contents Human Capital With approximately 2,300 employees worldwide, we are proud of our global presence and our wide array of backgrounds and viewpoints, alongside a broad range of skills and experiences, are critical to achieving our purpose of Investing in a Brighter Future Together.
As of December 31, 2025, Asia Pacific AUM was $44.2 billion, and the region employed 41 and 72 investment and distribution professionals, respectively. 5 Table of Contents Human Capital With more than 2,300 employees worldwide, we are proud of our global presence and our wide array of backgrounds and viewpoints.
Many of the non-U.S. securities exchanges and regulatory authorities have imposed rules (and others may impose rules) relating to capital requirements applicable to our foreign subsidiaries.
Many of the non-U.S. securities exchanges and regulatory authorities have imposed rules (and others may impose rules) relating to capital requirements applicable to our foreign subsidiaries. These rules, which specify minimum capital requirements, are designed to measure general financial integrity and liquidity, and require that a minimum amount of assets be kept in relatively liquid form.
JHISL is also registered with South Korea’s Financial Services Commission (“FSC”) as a cross-border discretionary investment manager and investment advisor. ​ Australia In Australia, several of our subsidiaries operate under an Australian Financial Services license, and their activities are governed primarily by the Corporations Act 2001 (Cth) and its associated regulations.
Australia In Australia, several of our subsidiaries operate under an Australian Financial Services license, and their activities are governed primarily by the Corporations Act 2001 (Cth) and its associated regulations. Their main regulator is the Australian Securities and Investments Commission (“ASIC”), which is Australia’s integrated corporate, markets, financial services and consumer credit regulator.
Asia Pacific Our Asia Pacific region serves clients throughout Australia, Japan and other regions of Asia. Australian distribution offers a suite of global and domestic capabilities. Our broader business in the Asia Pacific region continues to evolve with growing brand presence.
Our broader business in the Asia Pacific region continues to evolve with growing brand presence.
These rules, which specify minimum capital requirements, are designed to measure general financial integrity and liquidity, and require that a minimum amount of assets be kept in relatively liquid form. 10 Table of Contents ESG and Climate Disclosure Regulations ESG topics and climate-related disclosures continue to be the focus of increased regulatory scrutiny across jurisdictions.
ESG and Climate Disclosure Regulations ESG topics and climate‑related disclosures continue to be the focus of increased regulatory scrutiny across jurisdictions.
We believe that diversification of viewpoints among our people is just as important as diversification within our investment portfolios and helps to produce the best results, outcomes and service for our global client base. ​ Employee Compensation and Benefits Our compensation framework is designed to recognize great work and reinforce the alignment of interests among our employees, clients and shareholders.
This approach enables us to deliver strong outcomes for our clients and stakeholders while maintaining a culture where people feel valued, supported and motivated to succeed. Employee Compensation and Benefits Our compensation framework is designed to recognize great work and reinforce the alignment of interests among our employees, clients and shareholders.
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For many years, we have believed that organizations, and the clients they serve, benefit greatly from a diversity of viewpoints, experiences and backgrounds. That diversity of thought leads to better business decision making for our clients and their clients.
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As of December 31, 2025, total EMEA and Latin America AUM was $127.1 billion, and the region employed 194 and 158 investment and distribution professionals, respectively. Asia Pacific Our Asia Pacific region serves clients throughout Australia, Japan and other regions of Asia. The region offers a suite of global and domestic distribution capabilities.
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For example, the SEC has recently proposed and/or adopted a number of new rules covering a wide range of topics, including derivatives usage; liquidity management; marketing; swing pricing; safeguarding of client assets; outsourcing of covered functions; cybersecurity; predictive analytics; shareholder and regulatory reporting; fund names; and environmental, social and governance (“ESG”) disclosures.
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Alongside a broad range of skills and experiences, our people are critical to achieving our purpose of Investing in a Brighter Future Together.
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The UK has adopted the UCITS rules through the framework of secondary legislation and FCA rules, although UCITS established in the UK cannot benefit from the passporting arrangement described below.
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We aim to build a workplace where individuals can do their best work, grow their careers and contribute meaningfully to our shared goals. By bringing together a broad range of skills, experiences and perspectives, we strengthen decision-making, support innovation and better serve our clients.
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Following the UK’s withdrawal from the EU (“Brexit”) on January 31, 2020, the UK and the EU entered into a transition period (“Transition Period”) during which directly effective EU law continued to apply in the UK, and the UK continued to be treated as a member state of the EU.
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We believe that fostering an environment of mutual respect, collaboration and accountability helps our teams perform at a high level. We focus on attracting and developing talented individuals, supporting their professional growth and creating opportunities for learning and progression across the organization.
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The Transition Period ended on December 31, 2020, and since then, directly effective EU law is no longer applicable in the UK, although the UK has retained certain EU legislation governing financial services under the EUWA.
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The Digital Operational Resilience Act (“DORA”) was officially implemented by the EU on January 16, 2023. Financial entities and their ICT third-party service providers had to comply with its requirements by January 17, 2025, following a two-year transition period. DORA aims to strengthen the digital operational resilience of the financial sector within the EU.
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One of the effects of the end of the Transition Period (irrespective of the retention of EU law under the EUWA) is that financial services firms authorized in the UK lost their passporting rights.
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Jersey Janus Henderson Investors (Jersey) Limited is registered under Article 9 of the Financial Services (Jersey) Law 1998, as amended (“Law”) in respect of Fund Services Business. The company was established to operate a fund management business in Jersey, providing portfolio management services to funds and segregated mandates.
Removed
“Passporting” is an arrangement under which firms authorized in an EU member state (or a non-EU state that is an EEA member) can rely on authorization in their “home” EEA member state to provide regulated services throughout the EEA.
Added
While the SEC under the current administration has withdrawn its defense of the federal climate‑related disclosure rules that are the subject of ongoing legal challenges, state laws and regulations, including California’s recently enacted climate‑related disclosure requirements, continue to develop and may impose new or additional compliance obligations.
Removed
Because UK-authorized firms can no longer passport their services throughout the EEA, the extent to which UK-authorized firms can continue to provide services to customers in the EEA will now be dependent on regulatory requirements and regulators’ expectations in the individual EEA member states in which the UK-authorized firm wishes to provide services.
Added
Outside of the U.S., the EU has adopted the Corporate Sustainability Reporting Directive (“CSRD”), as subsequently amended under the EU sustainability “Omnibus” package and has proposed a review of the Sustainable Finance Disclosure Regulation (“SFDR 2.0”), each of which may affect the scope, timing and content of sustainability‑related reporting requirements.
Removed
Discussions between the EU and UK regarding equivalence of the EU and UK regulatory frameworks are ongoing. The way in which UK firms provide services in EEA member states may change depending on the outcome of these discussions. Luxembourg In Luxembourg, our subsidiary, Janus Henderson Investors Europe S.A.
Added
In the UK, regulators are progressing the adoption of sustainability disclosure standards aligned with those issued by the International Sustainability Standards Board (“ISSB”), including the proposed UK Sustainability Reporting Standards (“UK SRS”), which are expected to apply to certain UK entities. We continue to evaluate how these evolving regulations may impact JHG and its subsidiaries.
Removed
Multiple subsidiaries also act as product issuers for ETFs that are Quoted Managed Funds on the Cboe exchange (“Cboe”) and the AQUA market of the Australian Securities Exchange (“ASX”). Therefore, our subsidiaries must comply with the Cboe operating rules and procedures as well as the ASX Operating Rules and the ASX Operating Rules Procedures.
Added
Our principal business address is 201 Bishopsgate, London, EC2M 3AE, United Kingdom, and our telephone number is +44 (0) 20 7818 1818. 10 Table of Contents
Removed
While there is uncertainty regarding federal regulations on ESG disclosure under the new administration in the U.S., we expect state laws and regulations regarding these topics to continue to evolve and impose new and additional requirements.
Removed
Outside of the U.S., the EU has published the corporate sustainability reporting directive (“CSRD”) which requires EU businesses to report on the environmental and social impact of their business activities, and on the business impact of their ESG efforts and initiatives.
Removed
In the UK, the FCA published a new regime on sustainability disclosure requirements (“SDR”) and investment labels, which will be applicable to our UK subsidiaries in 2024. We are continuing to evaluate how the evolving regulations will impact JHG and its subsidiaries.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+63 added−9 removed135 unchanged
Biggest changeIn addition, although we maintain insurance coverage that may, subject to terms and conditions, cover certain aspects of cyber and information security risks, such insurance coverage may be insufficient to cover all losses, such as litigation costs or financial losses that exceed our policy limits or are not covered under any of our current insurance policies. 15 Table of Contents Due to our interconnectivity with third-party vendors, advisors, central agents, exchanges, clearing organizations and other financial institutions, we may be adversely affected if any of them are subject to a successful cyberattack or other information security event, including those arising from the use of mobile technology, a third-party cloud environment or AI applications.
Biggest changeDue to our interconnectivity with third-party vendors, advisors, central agents, exchanges, clearing organizations and other financial institutions, we may be adversely affected if any of them are subject to a successful cyberattack or other information security event, including those arising from the use of mobile technology, a third-party cloud environment or AI applications.
Certain enacted provisions and proposals for new regulation are potentially far-reaching and, depending upon their implementation, could increase the cost of offering investment products and services in the markets where we conduct business and have material adverse effects on our business, results of operations or financial condition.
Certain enacted regulations and proposals for new regulation are potentially far-reaching and, depending upon their implementation, could increase the cost of offering investment products and services in the markets where we conduct business and have material adverse effects on our business, results of operations and/or financial condition.
As a result of regulatory oversight, we could face requirements that negatively impact the way in which we conduct business, increase compliance costs, impose additional capital requirements and/or involve enforcement actions that could lead to sanctions, including the potential revocation of licenses to operate certain businesses, the suspension or expulsion from a particular jurisdiction or market of any of our business organizations or key personnel, or the imposition of increasingly substantial fines and censures on us or our employees.
As a result of regulatory oversight, we could face requirements that negatively impact the way in which we conduct business, increase compliance and operating costs, impose additional or increased capital requirements and/or involve enforcement actions that could lead to sanctions, including the potential revocation of licenses to operate certain businesses, the suspension or expulsion from a particular jurisdiction or market of any of our business organizations or key personnel, or the imposition of increasingly substantial fines and censures on us, any of our subsidiaries or affiliates, or our employees.
Recent well-publicized security breaches at other companies have exposed failures to keep pace with the threats posed by cyberattackers and have led to increased government and regulatory scrutiny, including investigations and enforcement actions, which could lead to increased costs or fines or public censure.
Recent well-publicized security breaches at other companies have exposed failures to keep pace with the threats posed by threat actors and have led to increased government and regulatory scrutiny, including investigations and enforcement actions, which could lead to increased costs or fines or public censure.
There can be no assurance that we will find suitable candidates for strategic transactions at acceptable prices or other terms, have sufficient capital resources to accomplish our strategy or be successful in entering into agreements for strategic transactions. We have made acquisitions and divestitures in the past and may pursue similar transactions in the future.
There can be no assurance that we will find suitable candidates for strategic transactions at acceptable prices or other terms, have sufficient capital resources to accomplish our strategy or be successful in entering into agreements for strategic transactions. 16 Table of Contents We have made acquisitions and divestitures in the past and may pursue similar transactions in the future.
The regulatory environment in which we operate changes frequently and has seen a significant increase in proposed and adopted regulations in recent years.
The regulatory environment in which we operate also changes frequently and has seen a significant increase globally in proposed and adopted regulations in recent years.
While an ETF’s creation/redemption feature and the arbitrage mechanism are designed to make it more likely that the ETF’s shares or units normally will trade at prices close to the ETF’s net asset value (“NAV”), exchange prices may deviate significantly from the NAV.
The trading price of an ETF’s shares or units fluctuates continuously throughout trading hours. While an ETF’s creation/redemption feature and the arbitrage mechanism are designed to make it more likely that the ETF’s shares or units normally will trade at prices close to the ETF’s net asset value (“NAV”), exchange prices may deviate significantly from the NAV.
As our business grows in non-U.S. markets, any ongoing and future business, political, economic or social unrest affecting these markets may have a negative impact on the long-term investment climate in these and other areas, and, as a result, our AUM and the revenue and income we generate from these markets may be negatively affected.
As our business grows in non-U.S. markets, any ongoing and future business, political, economic or social unrest affecting these markets may have a negative impact on the long-term investment climate in these and other areas, and, as a result, our AUM and the revenue and income we generate from these markets may be negatively affected. 15 Table of Contents Our reputation is critical to the success of our business.
The carrying value of goodwill and other intangible assets on our balance sheet could become impaired, which would adversely affect our results of operations. At December 31, 2024, our goodwill and intangible assets totaled $4,023.7 million.
The carrying value of goodwill and other intangible assets on our balance sheet could become impaired, which would adversely affect our results of operations. At December 31, 2025, our goodwill and intangible assets totaled $4,148.3 million.
We could be impacted by counterparty or client defaults. In periods of significant market volatility, the deteriorating financial condition of one financial institution may materially and adversely impact the performance of others. We, and the funds and accounts we manage, have exposure to many different counterparties, and routinely execute transactions with counterparties across the financial industry.
In periods of significant market volatility, the deteriorating financial condition of one financial institution may materially and adversely impact the performance of others. We, and the funds and accounts we manage, have exposure to many different counterparties, and routinely execute transactions with counterparties across the financial industry.
Climate change may present risk to us through changes in the physical climate or from the process of transitioning to a lower-carbon economy. Climate-related physical risks arise from the direct impacts of a changing climate over the short, medium and long term.
Our business and those of our clients could be impacted by risks related to climate change. Climate change may present risk to us through changes in the physical climate or from the process of transitioning to a lower-carbon economy. Climate-related physical risks arise from the direct impacts of a changing climate over the short, medium and long term.
Moreover, any loss of confidential customer identification information could harm our reputation, result in the termination of certain contracts by our existing customers and subject us to liability under laws that protect confidential personal data, resulting in increased costs or loss of revenue. Security breaches, including cyberattacks and phishing attacks, have become increasingly sophisticated.
Moreover, any loss of confidential customer identification information could harm our reputation, result in the termination of certain contracts by our existing customers and subject us to liability under laws that protect confidential personal data, resulting in increased costs or loss of revenue.
The SEC and other agencies and institutions have taken action, and may continue to take further action, in response to global financial market developments, internal political dynamics and perennial industry challenges, such as conflicts of interest.
The SEC and other federal and state agencies and institutions have taken action, and may continue to take further action, in response to global financial market developments, internal political dynamics, perennial industry challenges, as well as technological developments, such as AI and blockchain.
If we, or any of our critical service providers, are unable to respond adequately to such an event in a timely manner, we may be unable to continue our business operations, which could damage our reputation and lead to a loss of customers and have an adverse effect on our AUM, revenue and net income.
If we, or any of our critical service providers, are unable to respond adequately to such an event in a timely manner, we may be unable to continue our business operations, which could damage our reputation and lead to a loss of customers and have an adverse effect on our AUM, revenue and net income. 18 Table of Contents Climate change-related risks could adversely affect our business, products, operations and clients, which may cause our AUM, revenue and earnings to decline.
Investors may also have difficulties pursuing an original action brought in a court in a jurisdiction outside the U.S. for liabilities under the securities laws of the U.S. ​ ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Investors may also have difficulties pursuing an original action brought in a court in a jurisdiction outside the U.S. for liabilities under the securities laws of the U.S. ​ 20 Table of Contents
The termination of, or failure to renew, one or more of these agreements could have a material adverse effect on our AUM, results of operations and financial condition. 14 Table of Contents Our expenses are subject to fluctuations that could materially affect our operating results.
The termination of, or failure to renew, one or more of these agreements could have a material adverse effect on our AUM, results of operations and financial condition.
Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses or operations, and these changes may result in the incurrence of other new constraints or costs, including the investment of significant management time and resources in order to satisfy new regulatory requirements or to compete in a changed business environment.
Moreover, certain legal or regulatory changes could require us to modify our strategies, businesses or operations, and these changes may result in the incurrence of other new constraints or costs, including the investment of significant management time and resources in order to satisfy new regulatory requirements or to compete in a changed business environment. 19 Table of Contents Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our business could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future financial results.
Moreover, fiduciary regulations have led to significant shifts in distributors’ business models and more limited product offerings, and additional fiduciary or other regulations could lead to further changes, potentially resulting in reduced distribution of certain of our products.
Moreover, fiduciary regulations have led to significant shifts in distributors’ business models and more limited product offerings, and additional fiduciary or other regulations could lead to further changes, potentially resulting in reduced distribution of certain of our products. Our inability to access clients through third-party distribution channels could adversely affect our business prospects, AUM, results of operations and financial condition.
We are incorporating artificial intelligence into some of our business workflows and processes, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations.
Any material disruptions in our information technology systems or business processes could have a material adverse effect on our business. 17 Table of Contents We are incorporating artificial intelligence into some of our business workflows and processes, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and adversely affect our results of operations.
We believe that our brand name is well-received both in the asset management industry and with our clients, reflecting the fact that our brand, like our business, is based in part on trust and confidence.
Harm to our reputation could reduce our AUM and impact sales, which could adversely affect our revenue and net income. We believe that our brand name is well-received both in the asset management industry and with our clients, reflecting the fact that our brand, like our business, is based in part on trust and confidence.
In addition, changes to tax laws or income tax rates could materially impact our tax provision, cash tax liability, deferred income tax balances and effective tax rate. 18 Table of Contents Jersey Company Risks Our ordinary shares, which we refer to as our common stock, are governed by the laws of Jersey, Channel Islands, which may not provide the level of legal certainty and transparency afforded by incorporation in a U.S. state.
Jersey Company Risks Our ordinary shares, which we refer to as our common stock, are governed by the laws of Jersey, Channel Islands, which may not provide the level of legal certainty and transparency afforded by incorporation in a U.S. state.
We may also provide substantial supplemental capital to an existing investment product to accelerate the growth of a strategy and attract outside investment in the product.
We may also provide substantial supplemental capital to an existing investment product to accelerate the growth of a strategy and attract outside investment in the product. A decline in the valuation of these seeded investments could negatively impact our earnings and financial condition.
The full extent of the impact on us of any laws, regulations or initiatives that may be proposed, and regulatory reform initiatives and enforcement agendas pursued by regulators such as the SEC and the DOL (which have separately expressed support for investor protection initiatives that may impact how and to whom certain investment products can be distributed in the U.S.), is impossible to determine.
The full extent of the impact on us of any laws, regulations or initiatives that may be proposed, and regulatory reform initiatives and enforcement agendas pursued by regulators such as the FCA, SEC and the DOL, is impossible to determine.
The aggressive pace, scope and complexity of regulatory change place additional demands on resources and introduce additional operational strains, which may impact our ability to fully and timely satisfy those regulatory requirements or constrain our ability to pursue other strategic projects and business priorities. 17 Table of Contents In the U.S., government agencies like the SEC have proposed or adopted several new regulations that have increased our regulatory burdens and related compliance costs.
The aggressive pace, scope and complexity of regulatory change place additional demands on resources and introduce additional operational strains, which may impact our ability to fully and timely satisfy those regulatory requirements or constrain our ability to pursue other strategic projects and business priorities.
Negative changes in our credit ratings and global market volatility may impair our ability to obtain financing and may increase our borrowing costs. Our ability to access the capital markets, as well as our borrowing costs under our credit facility, depends significantly on our credit ratings and credit outlook.
Negative changes in our credit ratings and global market volatility may impair our ability to obtain financing and may increase our borrowing costs.
No assurance can be given that past or present investment performance in the investment products we manage is indicative of future performance. 11 Table of Contents Our revenue and profitability would be adversely affected by any reduction in our AUM as a result of redemptions and other withdrawals from the funds and accounts we manage.
Our revenue and profitability would be adversely affected by any reduction in our AUM as a result of redemptions and other withdrawals from the funds and accounts we manage.
In addition, there remains uncertainty about the ultimate impact of recent changes to the leadership within the U.S. government under the current administration, including changes to policy or priorities that could impact the current regulatory landscape. The EU has promulgated or is considering various new or revised legislation pertaining to financial services firms, including investment managers.
In addition, there remains uncertainty about the ultimate impact of recent changes to the leadership within the U.S. government under the current administration, including changes to policies or priorities that could impact the current regulatory landscape in which we operate.
Such regulatory changes may have a direct impact on the revenue of our business should they result in structural or operational changes and may increase operational or compliance costs.
Key changes include a new pan-European regime for loan origination funds, amendments to delegation and depositary processes, and enhanced reporting and transparency requirements. Such regulatory changes may have a direct impact on the revenue of our business should they result in structural or operational changes and may increase operational or compliance costs.
Changes in our credit ratings or credit outlook, which are determined by rating agencies such as Standard & Poor’s (“S&P’s”) and Moody’s Investors Service, as well as global market volatility and interest rate increases, could cause us to incur higher borrowing costs or to have greater difficulty in accessing the capital markets.
Changes in our credit ratings or credit outlook, as well as global market volatility and interest rate increases, could cause us to incur higher borrowing costs or to have greater difficulty in accessing the capital markets. In addition, volatility in global financial and capital markets may also affect our ability to access the capital markets in a timely manner.
Our inability to access clients through third-party distribution channels could adversely affect our business prospects, AUM, results of operations and financial condition. 13 Table of Contents The global scope of our business subjects us to market-specific political, economic and other risks that may adversely impact our revenue and income generated overseas.
The global scope of our business subjects us to market-specific political, economic and other risks that may adversely impact our revenue and income generated overseas.
Market and Investment Performance Risks Our results of operations and financial condition are primarily dependent on the value, composition and relative investment performance of our AUM, all of which are subject to fluctuation caused by factors outside of our control.
As a result, if our business following the Merger performs well, our current shareholders will not receive any additional consideration and will therefore not receive any benefit from any such future performance of our business. 12 Table of Contents Market and Investment Performance Risks Our results of operations and financial condition are primarily dependent on the value, composition and relative investment performance of our AUM, all of which are subject to fluctuation caused by factors outside of our control.
There is a risk that these conflicts, as well as any future conflicts, may spread more broadly, increasing the potential adverse impact on our AUM, results of operations and financial condition.
There is a risk that these conflicts may expand, and future conflicts and other geopolitical uncertainties, including as a result of tensions between China and Taiwan and the United States’ potential acquisition of Greenland, may develop, increasing the potential adverse impact on our AUM, results of operations and financial condition.
Cyberattacks can originate from a variety of sources, including third parties affiliated with foreign governments, organized crime or terrorist organizations.
Security breaches, including as a result of cyberattacks, phishing attacks, and the use of social engineering, malware or ransomware, have become increasingly sophisticated. Cyberattacks can originate from a variety of sources, including third parties affiliated with foreign governments, organized crime or terrorist organizations.
Transitioning to these new or upgraded systems and processes may require significant capital investments and personnel resources. These projects may be subject to cost overruns and delays, and the transition to these new or upgraded systems and processes may cause disruptions in our daily business operations.
These projects may be subject to cost overruns and delays, and the transition to these new or upgraded systems and processes may cause disruptions in our daily business operations. There is also no guarantee that we will realize the anticipated synergies and benefits related to these initiatives.
Any delays, errors or inaccuracies in pricing information, processing client transactions, or providing reports, and any other inadequacies in other client service functions could impact client relationships, result in financial losses and potentially give rise to regulatory actions and claims against us. 16 Table of Contents We depend on third-party service providers and other key vendors for various fund administration, accounting, custody, risk analytics, market data, market indices and transfer agent roles, and other distribution and operational needs.
Any delays, errors or inaccuracies in pricing information, processing client transactions, or providing reports, and any other inadequacies in other client service functions could impact client relationships, result in financial losses and potentially give rise to regulatory actions and claims against us.
There can be no assurance that our investments in precautions and safeguards will protect our business from all attempted cyberattacks or other incidents.
In addition, threat actors may seek to gain access to sensitive information by illicitly purchasing identification and password credentials on the dark web. There can be no assurance that our investments in precautions and safeguards will protect our business from all attempted cyberattacks or other incidents.
Disruptions in the markets, to market participants and to the operations of third parties whose functions are integral to our ETF platforms may adversely affect the prices at which ETFs trade, particularly during periods of market volatility. The trading price of an ETF’s shares or units fluctuates continuously throughout trading hours.
We may need to modify our business, strategies or operations, and we may be subject to additional constraints or costs in order to compete in a changing global economy and business environment. 13 Table of Contents Disruptions in the markets, to market participants and to the operations of third parties whose functions are integral to our ETF platforms may adversely affect the prices at which ETFs trade, particularly during periods of market volatility.
Fluctuations in the exchange rates to the USD have adversely affected, and may continue to adversely affect, our financial results from one period to the next. In addition, there is risk associated with the foreign exchange revaluation of balances held by certain of our subsidiaries for which the local currency is different from our functional currency.
Fluctuations in the exchange rates to the USD have adversely affected, and may continue to adversely affect, our financial results from one period to the next.
Among other things, such matters may result in substantial fines, censure, legal damages, suspension of personnel, revocation of licenses and reputational damage, which may reduce our sales and increase redemptions. Eventual exposures from and expenses incurred relating to any examinations, investigations, litigation and/or settlements could adversely impact our AUM, increase costs and/or negatively impact our profitability and financial results.
Eventual exposures from and expenses incurred relating to any examinations, investigations, litigation and/or settlements could adversely impact our AUM, increase costs and/or negatively impact our profitability and financial results.
The UK Pension Scheme operates a number of defined benefit sections, which closed to new entrants on November 15, 1999, and a money purchase section. As of December 31, 2024, the UK Pension Scheme had a net pension asset of $68.3 million.
We provide retirement benefits for our current and former employees in the UK through the Janus Henderson Group Pension Scheme (“UK Pension Scheme”). The UK Pension Scheme operates a number of defined benefit sections, which closed to new entrants on November 15, 1999, and a money purchase section.
In addition, from time to time, we are named as a party in litigation. Even if claims made against us are without merit, litigation typically is an expensive process. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time.
From time to time, we receive and respond to regulatory and governmental requests for documents or other information, subpoenas, examinations and investigations in connection with our business activities. In addition, from time to time, we are named as a party in litigation. Even if claims made against us are without merit, litigation typically is an expensive process.
On November 10, 2023, the EU published the final compromise text amending the Alternative Investment Funds Managers Directive (“AIFMD II”). Key changes include a new pan-European regime for loan origination funds, amendments to delegation and depositary processes, and enhanced reporting and transparency requirements.
The EU has promulgated or is considering various new or revised legislation pertaining to financial services firms, including investment managers. On November 10, 2023, the EU published the final compromise text amending the Alternative Investment Funds Managers Directive (“AIFMD II”).
In addition, performance fees subject our revenue to increased volatility.
In addition, performance fees subject our revenue to increased volatility. No assurance can be given that past or present investment performance in the investment products we manage is indicative of future performance.
Removed
We may need to modify our business, strategies or operations, and we may be subject to additional constraints or costs in order to compete in a changing global economy and business environment.
Added
Risks Relating to the Proposed Merger We may not complete the pending Merger within the timeframe anticipated, or at all, which could have a material adverse effect on our business, financial condition or results of operations, as well as negatively impact the price of our common stock.
Removed
A decline in the valuation of these seeded investments could negatively impact our earnings and financial condition. 12 Table of Contents We could be adversely impacted by changes in assumptions used to calculate pension assets and liabilities. We provide retirement benefits for our current and former employees in the UK through the Janus Henderson Group Pension Scheme (“UK Pension Scheme”).
Added
On December 21, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Jupiter Company Limited, a company incorporated in Jersey (“Parent”), and Jupiter Merger Sub Limited, a company incorporated in Jersey (“Merger Sub”).
Removed
Our reputation is critical to the success of our business. Harm to our reputation could reduce our AUM and impact sales, which could adversely affect our revenue and net income.
Added
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 (the “Merger”) in accordance with the Companies (Jersey) Law 1991 (the “Companies Law”), with JHG surviving the Merger as a wholly owned subsidiary of Parent.
Removed
There is also no guarantee that we will realize the anticipated synergies and benefits related to these initiatives. Any material disruptions in our information technology systems or business processes could have a material adverse effect on our business.
Added
Completion of the Merger is subject to the satisfaction or waiver of conditions set forth in the Merger Agreement, including (i) JHG obtaining the Required Company Vote (as defined in the Merger Agreement) in connection with the approval of the Merger and the other transactions contemplated by the Merger Agreement by our shareholders, (ii) the absence of any law or governmental order prohibiting the Merger, (iii) the expiration of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iv) (A) the date as set out in Article 127FJ(3)(a) of the Companies Law having passed and (B) each applicable date as set out in Article 127FJ(3)(c) of the Companies Law having passed in respect of the and notification and publication obligations of JHG and Merger Sub described in Section 7.13(a) of the Merger Agreement, (v) obtaining certain regulatory approvals, (vi) no material adverse effect on JHG having occurred since the signing of the Merger Agreement, (vii) the accuracy of JHG’s representations and warranties contained in the Merger Agreement subject to the standards set forth in the Merger Agreement, (viii) JHG’s performance of our covenants and agreements under the Merger Agreement in all material respects prior to the closing of the transactions contemplated under the Merger Agreement and (ix) the receipt of consent of advisory clients and funds representing Closing Revenue Run-Rate (as defined in the Merger Agreement) of at least 80% of our Base Date Revenue Run-Rate (as defined in the Merger Agreement).
Removed
Climate change-related risks could adversely affect our business, products, operations and clients, which may cause our AUM, revenue and earnings to decline. Our business and those of our clients could be impacted by risks related to climate change.
Added
There can be no assurance that we will receive the requisite HSR Act and other regulatory approvals or that the other conditions to closing will be satisfied on the proposed terms and schedules as contemplated by the parties, if at all. A number of the conditions are not within our control.
Removed
In addition, volatility in global financial and capital markets may also affect our ability to access the capital markets in a timely manner.
Added
The closing conditions may delay the completion of the Merger, and if certain closing conditions are not satisfied prior to the end date specified in the Merger Agreement, the parties will not be obligated to complete the Merger.
Removed
These include the Dodd-Frank Act, ERISA fiduciary obligations, cybersecurity risk management, the investment company names rule, ESG disclosures for investment advisers and investment companies, outsourcing and fund liquidity risk management programs, and swing pricing.
Added
Failure to complete the Merger within the timeframe anticipated or at all, whether due to the failure to receive, or timely receive, required regulatory approvals and clearances or any other event that delays or prevents the Merger, could cause uncertainty and adversely affect our business, financial condition and results of operations and the market price of our common stock in a number of ways, including: ● The price of our common stock may decline to the extent that current market prices reflect an assumption that the Merger will be completed on a timely basis. ● If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, we would be required to pay a termination fee equal to $297,130,000 (or, if the Merger Agreement is terminated due to a failure of our shareholders to approve the Merger at the shareholder’s meeting, we would be required to reimburse Parent for expenses incurred by or on Parent’s behalf, up to an amount not to exceed $111,420,000). ● We have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not completed. ● The failure to complete the Merger may result in negative publicity and negatively affect our relationship with our shareholders, employees, clients and other stakeholders. ● If the Merger is not completed, the time and resources committed by our management team could have been devoted to pursuing other opportunities. ● If the Merger is not completed, and the Parent termination fee of $222,850,000 becomes payable, such fee will be our sole and exclusive remedy against Parent when paid.
Removed
Further actions by regulatory authorities could include new rules and requirements that may be applicable to us, the effect of which could have additional adverse consequences to our business, results of operations or financial condition.
Added
Even if successfully completed, there are certain risks to our shareholders from the Merger, including: ● The per share consideration is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock.
Removed
Regulatory and governmental examinations and/or investigations, litigation and the legal risks associated with our business could adversely impact our AUM, increase costs and negatively impact our profitability and/or our future financial results. From time to time, we receive and respond to regulatory and governmental requests for documents or other information, subpoenas, examinations and investigations in connection with our business activities.
Added
In addition, the Merger and the related financing transactions could trigger a Change of Control Repurchase Event under the indenture governing the 2034 Senior Notes if there is a ratings downgrade in connection with the Merger and the 2034 Senior Notes are rated below investment grade.
Added
If such Change of Control Repurchase Event occurs, we would be required to offer to purchase any or all outstanding 2034 Senior Notes. Furthermore, any litigation or enforcement proceeding commenced against us in connection with the Merger may require us to devote significant time and resources and could require us to incur significant costs.
Added
This also could result in the Merger being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Merger from becoming effective.
Added
The occurrence of any of these events individually or in combination which could have a material adverse effect on our business, financial condition or results of operations, as well as negatively impact the price of our common stock. Business uncertainties while the Merger is pending and efforts to complete the Merger could disrupt our relationships with third parties.
Added
Uncertainty about the closing or effect of the Merger may affect the relationship between us and our clients, including through reduced net flows during the pendency of the Merger. This uncertainty may also affect the relationship between us and our business counterparties.
Added
These uncertainties may also cause parties that deal with us to seek to change existing business relationships with us and to delay or defer decisions concerning us.
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For example, under the terms of the Merger Agreement, we will seek to obtain the consent of advisory clients and funds representing Closing Revenue Run-Rate (as defined in the Merger Agreement) of at least 80% of our Base Date Revenue Run-Rate (as defined in the Merger Agreement).
Added
As part of the consent process, clients may ask to amend, modify, waive or otherwise adjust the terms (financial or otherwise) of their existing arrangements. The Merger Agreement does not permit us to offer or grant any material accommodation or alteration of terms for the purpose of obtaining consent.
Added
Although we have no intent to accommodate such requests (if any), our inability to obtain consents sufficient to meet the relevant condition in the Merger Agreement may result in the Merger not being completed.
Added
These business uncertainties and our efforts to complete the Merger could result in changes to existing business relationships, including terminations or modifications thereof, and negatively affect our assets under management, revenue, earnings and cash flow, as well as the price of our common stock. 11 Table of Contents We may face challenges in attracting and retaining key personnel during the pendency of the Merger.
Added
We are dependent on the experience and industry knowledge of our officers, key management personnel and other key employees to operate and execute our business plans. Such dependency is heightened as a result of the Merger Agreement.
Added
Current and prospective employees may experience uncertainty about their role with us during and following the Merger, which may have an adverse effect on our ability to attract or retain key management personnel and other key employees. If key employees depart because of issues related to uncertainty or a desire not to remain with us, we could be negatively impacted.
Added
Accordingly, no assurance can be given that we will be able to attract or retain key management personnel and other key employees to the same extent that we have previously been able to attract or retain employees. These adverse effects could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement.
Added
Efforts to complete the Merger could divert management ’ s attention, or result in negative publicity or legal proceedings which may delay or prevent the Merger, any of which could negatively impact our operating results and ongoing business.
Added
We have expended, and continue to expend, significant management time and resources in an effort to complete the Merger, which may have a negative impact on our ongoing business and operations. The pendency of the Merger also could result in negative publicity and a negative impression of us in the financial markets.
Added
Putative shareholder complaints, including shareholder class action complaints, and other complaints may be filed against us, our Board of Directors, our officers, parties involved in the Merger and others in connection with the Merger. Such litigation would be distracting to management and, may, in the future, require us to incur significant costs.
Added
Such litigation could also result in the Merger being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Merger from becoming effective. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, financial condition and results of operations.
Added
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger which could discourage a potential competing acquiror from making an alternative transaction proposal. The Merger Agreement contains provisions that preclude our ability to pursue alternatives to the Merger.
Added
These provisions include our agreement that we and our subsidiaries will not, and will not authorize or permit any of our or their controlled affiliates, officers, directors, employees, representatives, advisors or other intermediaries or subsidiaries to solicit, initiate or knowingly encourage the submission of inquiries, proposals or offers from any person (other than Parent) relating to any Company Acquisition Proposal (as defined in the Merger Agreement), or agree to or endorse any Company Acquisition Proposal.
Added
This prohibition limits our ability to affirmatively seek offers from other possible acquirers that may be superior to the pending Merger, although we are permitted, subject to compliance with certain procedures specified in the Merger Agreement, to respond to certain unsolicited proposals from third parties.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Removed
ITEM 1C. CYBERSECURITY Risk Management and Strategy To effectively manage the cyber risk posed to our organization and to remain within our risk appetite, we maintain a cybersecurity strategy and risk management program to identify, assess and manage material risks from cybersecurity threats with the aim of protecting the confidentiality, integrity and availability of our critical systems and information.
Added
Item 1C. Cybersecurity 21 Item 2. Properties 22 Item 3. Legal Proceedings 22 Item 4. Mine Safety Disclosures 22 ​ PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 22 Item 6. [Reserved] 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A.
Removed
Our cybersecurity program takes a cyberthreat and risk-based approach and was developed to align with ISO 27001, an international standard for information security, and we also assess ourselves against the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. In addition, our cybersecurity risk management program aligns with ISO 31000, the international standard for risk management.
Added
Quantitative and Qualitative Disclosures About Market Risk 39 Item 8. Financial Statements and Supplementary Data 41
Removed
The foregoing does not imply that we meet all technical standards, specifications or requirements, or that we have been certified on these requirements in any respect, only that we have used these industry standards as guides when designing our cybersecurity and risk management programs.
Removed
Our cybersecurity risk management program is integrated into our overall enterprise risk management program and shares common methodologies, reporting channels and governance processes that apply across our enterprise risk management program to other legal, compliance, strategic, operational and financial risk areas.
Removed
For example, cybersecurity threats are subject to our firm-wide Risk Events Policy , which sets forth procedures for the identification, escalation, recording, investigation and approval of handling of such risk events. Our cybersecurity risk management program includes a cybersecurity incident response plan.
Removed
Major incidents emanating from cybersecurity threats are communicated to our Operational Risk team through our enterprise risk management system and escalated in accordance with our incident response plan. In addition, cybersecurity has been designated as a principal risk by the Risk Committee of our Board of Directors (the “Risk Committee”), which requires regular monitoring and reporting.
Removed
We identify material risks from cybersecurity threats through various sources, including, but not limited to, controls testing, compliance testing of our security standards, independent penetration testing, open-source threat intelligence feeds, and lessons learned and assessments against control frameworks.
Removed
These threats are assessed by applying our Risk and Control Self-Assessment (“RCSA”), information technology risk and cybersecurity risk management processes, each of which we review regularly. Based on the RCSA, risks from cybersecurity threats that exceed established risk tolerance thresholds are recorded and incorporated into our reporting to the Risk Committee and senior management as described in more detail below.
Removed
We also engage third -party assessors, consultants and auditors to assist in the administration, assessment and improvement of our cybersecurity risk management program. To help bring risks from cybersecurity threats within an acceptable risk appetite and tolerance level, we created a cybersecurity strategy and associated program of necessary activities.
Removed
The program mitigates the risks through the effective design and implementation of compensating controls or remediation actions, commensurate with the assessed risk level from such threats.
Removed
With respect to third -party service providers with access to our information systems, assets or data, our security policies, standards and procedures are designed so that periodic due diligence is conducted as appropriate on the cybersecurity controls maintained by such third parties.
Removed
The aim is to ensure the third -party service provider has adequate and appropriate cybersecurity measures in place commensurate to the risk their access to our information systems, assets or data presents.
Removed
We have not identified any risks from cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the business strategy, results of operations or financial condition of the Company.
Removed
Please refer to the risk factor captioned “We could be subject to losses and reputational harm if we, or our agents, fail to properly safeguard sensitive and confidential information against cyberattacks or other security breaches or if our business processes are not sufficiently resilient.” in Part I, Item 1A.
Removed
Risk Factors, for additional description of cybersecurity risks and potential related impacts on the Company. 19 Table of Contents Governance Our Board of Directors has established a Risk Committee to assist the Board in its oversight of risk. As part of its responsibilities, the Risk Committee oversees management’s implementation of our cybersecurity and risk management program.
Removed
The Risk Committee receives regular reports from our Information Security leadership on our cybersecurity risks, including key status updates, security issues, current and future priorities, independent assurance, threat landscape and audit findings. The Risk Committee regularly reports to the full Board regarding its activities, including those related to cybersecurity oversight.
Removed
Our Information Security team, including our Information Security leadership, has primary responsibility for identifying, assessing and managing material risks to the Company from cybersecurity threats, including our overall cybersecurity risk management program and supervision of our internal cybersecurity personnel and our external cybersecurity consultants.
Removed
Our Chief Information Security Officer (“CISO”) has over 20 years of information security/cybersecurity experience, working in a variety of roles within PricewaterhouseCoopers LLP, as the Director of Cyber Operations for Nationwide Building Society, the CISO at The Crown Estate and the CISO at Insight Investment.
Removed
Our Information Security team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, including receiving regular briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Removed
Our Information Security leadership regularly briefs our Global Chief Operating Officer and Chief Technology Officer on cybersecurity issues, the scope of which is similar to the information presented by the Information Security leadership to the Risk Committee as described above.
Removed
Major risks from cybersecurity threats determined following application of an RCSA are escalated by our Information Security leadership to the Risk Committee, Global Chief Operating Officer, Chief Technology Officer and other senior management. ​

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES We have 27 offices across the UK, Europe, North America, Asia and Australia. Our corporate headquarters is located in London, where it occupies approximately 116,000 square feet on a long-term lease that expires in 2028. We also have significant operations in Denver, Colorado, occupying approximately 161,000 square feet of office space, and its lease expires in 2032.
Biggest changeITEM 2. PROPERTIES We have 29 offices across the UK, Europe, North America, Asia and Australia. Our corporate headquarters is located in London, where it occupies approximately 100,000 square feet on a long-term lease that expires in 2033. We also have significant operations in Denver, Colorado, occupying approximately 144,000 square feet of office space, and its lease expires in 2032.
The remaining 25 offices total approximately 103,000 square feet and are all leased. In the opinion of management, the space and equipment we lease is adequate for existing operating needs. See Note 9 — Leases, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on our property leases. ​
The remaining 27 offices total approximately 99,000 square feet and are all leased. In the opinion of management, the space and equipment we lease is adequate for existing operating needs. See Note 9 — Leases, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on our property leases. ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of December 31, 2024, cumulative shares repurchased under the 2024 Share Plan Repurchases were 250,001 shares for $8.6 million. ​ 21 Table of Contents The following table summarizes our common stock repurchases by month during the three months ended December 31, 2024. ​ ​ Total number of Approximate U.S. dollar ​ Total shares purchased value of shares that may number of Average as part of yet be purchased ​ shares price paid publicly announced under the programs Period purchased per share programs (end of month, in millions) October 1, 2024, through October 31, 2024 416,768 $ 39.45 416,768 $ 117 November 1, 2024, through November 30, 2024 393,487 44.28 393,487 $ 99 December 1, 2024, through December 31, 2024 440,471 43.69 440,471 $ 80 Total 1,250,726 $ 42.47 1,250,726 ​ ​ ​ ITEM 6. [RESERVED] ​
Biggest changeTotal number of Approximate U.S. dollar Total shares purchased value of shares that may number of Average as part of yet be purchased shares price paid publicly announced under the programs Period purchased per share programs (end of month, in millions) October 1, 2025, through October 31, 2025 232,600 $ 43.53 232,600 $ 74 November 1, 2025, through November 30, 2025 208,100 $ 43.29 208,100 $ 65 December 1, 2025, through December 31, 2025 167,000 $ 44.95 167,000 $ 57 Total 607,700 $ 43.84 607,700 ​ ​
BMI Asset Management & Custody Banks Index. (2) The S&P 500 Index consists of 500 stocks chosen for market size, liquidity and industry group representation and is one of the most widely used benchmarks of U.S. equity performance. The S&P U.S. BMI Asset Management & Custody Banks Index is a market-value weighted index of 40 asset management companies.
(2) The S&P 500 Index consists of 500 stocks chosen for market size, liquidity and industry group representation and is one of the most widely used benchmarks of U.S. equity performance. The S&P U.S. BMI Asset Management & Custody Banks Index is a market-value weighted index of 40 asset management companies.
BMI Asset Management & Custody Banks Index comprised the following companies: Affiliated Managers Group, Inc.; AlTi Global, Inc.; Ameriprise Financial, Inc.; Ares Management Corporation; Artisan Partners Asset Management Inc.; BlackRock, Inc.; Blackstone Inc.; Blue Owl Capital Inc.; Bridge Investment Group Holdings Inc.; Cohen & Steers, Inc.; Diamond Hill Investment Group, Inc.; DigitalBridge Group, Inc.; Ellington Credit Company; Federated Hermes, Inc.; Franklin Resources, Inc.; Galaxy Digital Holdings Ltd.; GCM Grosvenor Inc.; GQG Partners Inc.; Hamilton Lane Incorporated; Heritage Global Inc.; Invesco Ltd.; Janus Henderson Group plc; KKR & Co.
BMI Asset Management & Custody Banks Index comprised the following companies: Acadian Asset Management Inc.; Affiliated Managers Group, Inc.; AlTi Global, Inc.; Ameriprise Financial, Inc.; Ares Management Corporation; Artisan Partners Asset Management Inc.; BlackRock, Inc.; Blackstone Inc.; Blue Owl Capital Inc.; Cohen & Steers, Inc.; Diamond Hill Investment Group, Inc.; DigitalBridge Group, Inc.; Federated Hermes, Inc.; Franklin Resources, Inc.; Galaxy Digital Inc.; GCM Grosvenor Inc.; GQG Partners Inc.; Hamilton Lane Incorporated; Innventure, Inc.; Invesco Ltd.; Janus Henderson Group plc; KKR & Co.
Inc.; Northern Trust Corporation; P10, Inc.; SEI Investments Company; Silvercrest Asset Management Group Inc.; State Street Corporation; StepStone Group Inc.; T. Rowe Price Group, Inc.; The Bank of New York Mellon Corporation; The Carlyle Group Inc.; TPG Inc.; Victory Capital Holdings, Inc.; Virtus Investment Partners, Inc.; WisdomTree, Inc. ​ (3) Data source: S&P Global Market Intelligence.
Inc.; Northern Trust Corporation; P10, Inc.; SEI Investments Company; Silvercrest Asset Management Group Inc.; State Street Corporation; StepStone Group Inc.; T. Rowe Price Group, Inc.; The Bank of New York Mellon Corporation; The Carlyle Group Inc.; TPG Inc.; Victory Capital Holdings, Inc.; Virtus Investment Partners, Inc.; Westwood Holdings Group, Inc.; WisdomTree, Inc.
On October 31, 2023, our Board of Directors approved the repurchase of up to 4 million additional shares of common stock for the purpose of making grants to executives and employees at any time prior to the date of our 2024 Annual General Meeting of Shareholders, which was held on May 1, 2024.
On May 1, 2024, our Board of Directors approved the repurchase of up to 5,000,000 additional shares of common stock to make grants to executives and employees at any time prior to the date of our 2025 Annual General Meeting of Shareholders, which was held on April 30, 2025.
On May 1, 2024, our Board of Directors approved the 2024 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $150.0 million of our common stock, and on October 30, 2024, our Board of Directors approved an incremental share buyback authorization to repurchase up to an additional $50.0 million of our common stock at any time prior to the date of our 2025 Annual General Meeting of Shareholders.
(3) Data source: S&P Global Market Intelligence. 22 Table of Contents Common Stock Purchases — Corporate Buyback Program On May 1, 2024, our Board of Directors approved the 2024 Corporate Buyback Program under which we were authorized to repurchase up to $150.0 million of our common stock, and on October 30, 2024, our Board of Directors approved an incremental share buyback authorization to repurchase up to an additional $50.0 million of our common stock at any time prior to the date of our 2025 Annual General Meeting of Shareholders, which was held on April 30, 2025.
The comparison assumes a $100 investment on December 31, 2019, in our common stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any.
The comparison assumes a $100 investment on December 31, 2020, in our common stock and in each of the foregoing indices, and assumes reinvestment of dividends, if any. This data is not intended to forecast future performance of our common stock.
Common Stock Purchases — Corporate Buyback Program On October 31, 2023, our Board of Directors approved the 2023 Corporate Buyback Program pursuant to which we were authorized to repurchase up to $150.0 million of our common stock on the NYSE at any time prior to the date of our 2024 Annual General Meeting of Shareholders, which was held on May 1, 2024.
On April 30, 2025, our Board of Directors approved the 2025 Corporate Buyback Program under which we were authorized to repurchase up to $200.0 million of our common stock at any time prior to the date of our 2026 Annual General Meeting of Shareholders.
The quarterly dividend will be paid on February 27, 2025, to shareholders of record at the close of business February 11, 2025. 20 Table of Contents Performance Graph The following graph illustrates the cumulative total shareholder return of our common stock over the five-year period ending December 31, 2024, the last trading day of 2024, and compares it to the cumulative total return on the S&P 500 Index (1) and to the S&P U.S.
Performance Graph The following graph illustrates the cumulative total shareholder return of our common stock over the five-year period ending December 31, 2025, the last trading day of 2025, and compares it to the cumulative total return on the S&P 500 Index (1) and to the S&P U.S. BMI Asset Management & Custody Banks Index.
During 2024, we repurchased 2,268,376 shares of common stock for $70.0 million. On May 1, 2024, our Board of Directors also approved the repurchase of up to 5 million additional shares of common stock to make grants to executives and employees at any time prior to the date of our 2025 Annual General Meeting of Shareholders.
On April 30, 2025, our Board of Directors approved the repurchase of up to 6,000,000 additional shares of common stock to make grants to executives and employees at any time prior to the date of our 2026 Annual General Meeting of Shareholders.
This data is not intended to forecast future performance of our common stock. ​ (1) STANDARD & POOR’S ® , S&P ® and S&P 500 ® are registered trademarks of Standard & Poor’s Financial Services LLC. ​ (2) As of December 31, 2024, the S&P U.S.
(1) STANDARD & POOR’S ® , S&P ® and S&P 500 ® are registered trademarks of Standard & Poor’s Financial Services LLC. ​ (2) As of December 31, 2025, the S&P U.S.
We satisfy these entitlements by transferring shares of existing common stock that we repurchase on-market for this purpose (“Share Plan Repurchases”). These repurchases are in addition to the repurchases under the Corporate Buyback Program discussed above.
Common Stock Purchases — Share Plan Purchases Some of our executives and employees obtain rights to receive our common stock as part of their remuneration arrangements and employee entitlements. We satisfy these entitlements by transferring shares of existing common stock that we repurchase on-market for this purpose (“Share Plan Repurchases”).
During 2024, we repurchased 2,876,189 shares of common stock for $88.2 million under the 2023 Corporate Buyback Program.
As of April 30, 2025, cumulative shares of common stock repurchased under the 2024 Corporate Buyback Program were 3,778,622 for $146.8 million.
As of December 31, 2024, cumulative shares repurchased under the 2024 Corporate Buyback Program were 3,159,199 shares for $120.0 million. Common Stock Purchases — Share Plan Purchases Some of our executives and employees obtain rights to receive our common stock as part of their remuneration arrangements and employee entitlements.
As of December 31, 2025, cumulative shares of common stock repurchased under the 2025 Share Plan Repurchases were 2,500,200 for $92.3 million.
Removed
On February 25, 2025, there were approximately 4,382 holders of record of our common stock. ​ Dividends On January 30, 2025, our Board of Directors declared a cash dividend of $0.39 per share.
Added
On February 23, 2026, there were approximately 4,190 holders of record of our common stock. ​ Dividends As part of the Merger Agreement, we have suspended any quarterly dividends that would otherwise be declared and paid on our common stock during the period from the date of the Merger Agreement through the earlier of the closing of the Merger or the termination of the Merger Agreement.
Added
Repurchases under the 2025 Corporate Buyback Program may be effected through a variety of methods, including open market repurchases in compliance with Rule 10b-18 under the Exchange Act (including through the use of trading plans intended to comply with Rule 10b5-1 under the Exchange Act), privately-negotiated transactions, accelerated stock repurchase plans, block purchases or other similar purchase techniques.
Added
We are not obligated to repurchase any specific number of shares, and the timing and actual number of shares of common stock repurchased will depend on a variety of factors, including our stock price, general economic, business and market conditions and other relevant factors.
Added
There can be no assurance as to the timing or number of shares of any repurchases in the future. As of December 31, 2025, cumulative shares of common stock repurchased under the 2025 Corporate Buyback Program were 3,482,204 for $142.7 million.
Added
As part of the Merger Agreement, common stock repurchases under the 2025 Corporate Buyback Program have been suspended during the period from the date of the Merger Agreement until the earlier of the closing of the Merger or the termination of the Merger Agreement.
Added
These repurchases are in addition to the repurchases under the Corporate Buyback Program discussed above.
Added
As of April 30, 2025, cumulative shares of common stock repurchased under the 2024 Share Plan Repurchases were 250,001 for $8.6 million.
Added
As part of the Merger Agreement, common stock repurchases under the Share Plan Repurchases have been suspended during the period from the date of the Merger Agreement until the earlier of the closing of the Merger or the termination of the Merger Agreement.
Added
The following table summarizes our common stock repurchases by month during the three months ended December 31, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeMutual SICAVs Unit Trusts Other Funds Mandates Trusts Funds Funds Performance fees: Year ended December 31, 2024 $ 26.3 $ 6.2 $ 70.8 $ 4.9 $ 0.7 $ 1.0 $ (39.5 ) Year ended December 31, 2023 $ 2.1 $ — $ 56.9 $ 3.1 $ 9.1 n/a $ (66.1 ) Year ended December 31, 2022 $ 2.0 $ 0.1 $ 33.5 $ 10.0 $ 6.7 n/a $ (63.0 ) Number of funds that earned performance fees: Year ended December 31, 2024 (1) 11 2 5 9 1 3 15 Year ended December 31, 2023 (1) 8 — 5 8 1 n/a 15 Year ended December 31, 2022 (1) 8 2 8 11 1 n/a 15 AUM generating performance fees (in billions): AUM at December 31, 2024, generating FY24 performance fees $ 12.4 $ 1.2 $ 2.9 $ 6.9 $ 0.9 $ 0.1 $ 66.1 AUM at December 31, 2023, generating FY23 performance fees $ 4.9 $ — $ 1.2 $ 5.8 $ 1.0 n/a $ 56.7 AUM at December 31, 2022, generating FY22 performance fees $ 5.1 $ 1.5 $ 2.3 $ 9.3 $ 0.8 n/a $ 45.1 Number of funds eligible to earn performance fees: As of December 31, 2024 18 2 6 18 2 4 15 As of December 31, 2023 18 2 4 19 3 n/a 15 As of December 31, 2022 19 2 10 15 4 n/a 15 AUM subject to performance fees (in billions): AUM at December 31, 2024, subject to FY24 performance fees $ 13.9 $ 1.2 $ 2.9 $ 23.9 $ 1.7 $ 0.3 $ 66.1 AUM at December 31, 2023, subject to FY23 performance fees $ 11.0 $ 1.2 $ 1.6 $ 22.1 $ 1.9 n/a $ 56.7 AUM at December 31, 2022, subject to FY22 performance fees $ 10.7 $ 1.5 $ 2.6 $ 12.7 $ 2.1 n/a $ 45.1 Uncrystallized performance fees (in billions): AUM at December 31, 2024, with an uncrystallized performance fee at December 31, 2024, vesting in 2025 (2) $ 0.5 $ 1.5 $ — n/a $ 0.4 $ 0.8 n/a AUM at December 31, 2023, with an uncrystallized performance fee at December 31, 2023, vesting in 2024 (2) $ 2.8 $ 1.1 $ — n/a $ — n/a n/a AUM at December 31, 2022, with an uncrystallized performance fee at December 31, 2022, vesting in 2023 (2) $ 0.1 $ — $ — n/a $ 0.8 n/a n/a Performance fee participation rate percentage (3) 10% - 20% 15% - 20% 10% - 20% 5% - 28% 15 % 15% - 25% +/− 0.15% Performance fee frequency Annually Annually Annually and quarterly Annually and quarterly Annually Various Monthly Performance fee methodology (4) Relative plus HWM Relative/absolute plus HWM Absolute plus HWM Bespoke Relative plus HWM Relative plus HWM Relative (1) For absolute return funds, this excludes funds earning a performance fee on redemption and only includes those with a period-end crystallization date.
Biggest changePerformance fees increased by $389.6 million for the year ended December 31, 2025, compared to the same period in 2024, primarily due to an increase in the annual performance fees generated from certain hedge funds and due to improved performance of U.S. mutual funds. ​ Performance fees increased by $65.3 million for the year ended December 31, 2024, compared to the same period in 2023, primarily due to an improvement in the performance of U.S. mutual funds, SICAVs and hedge funds and other funds. ​ 28 Table of Contents The following table outlines performance fees by product type and includes information on fees earned, number of funds generating performance fees, AUM generating performance fees, number of funds eligible to earn performance fees, AUM with an uncrystallized performance fee, performance fee participation rate, performance fee frequency and performance fee methodology (dollars in millions, except where noted): UK OEICs Hedge funds and and Segregated Investment U.S. mutual SICAVs unit trusts other funds mandates trusts funds Performance fees: Year ended December 31, 2025 $ 17.8 $ 6.6 $ 423.3 $ 14.2 $ 2.4 $ (4.3 ) Year ended December 31, 2024 $ 26.3 $ 6.2 $ 71.8 $ 4.9 $ 0.7 $ (39.5 ) Year ended December 31, 2023 $ 2.1 $ — $ 56.9 $ 3.1 $ 9.1 $ (66.1 ) Number of funds that earned performance fees: Year ended December 31, 2025 (1) 10 2 8 12 1 14 Year ended December 31, 2024 (1) 11 2 8 9 1 15 Year ended December 31, 2023 (1) 8 — 5 8 1 15 AUM generating performance fees (in billions): AUM at December 31, 2025, generating FY25 performance fees $ 15.3 $ 1.8 $ 5.8 $ 11.4 $ 1.1 $ 72.3 AUM at December 31, 2024, generating FY24 performance fees $ 12.4 $ 1.2 $ 3.0 $ 6.9 $ 0.9 $ 66.1 AUM at December 31, 2023, generating FY23 performance fees $ 4.9 $ — $ 1.2 $ 5.8 $ 1.0 $ 56.7 Number of funds eligible to earn performance fees: As of December 31, 2025 18 2 10 19 2 14 As of December 31, 2024 18 2 10 18 2 15 As of December 31, 2023 18 2 4 19 3 15 AUM subject to performance fees (in billions): AUM at December 31, 2025, subject to FY25 performance fees $ 17.6 $ 1.8 $ 5.8 $ 29.1 $ 1.8 $ 72.3 AUM at December 31, 2024, subject to FY24 performance fees $ 13.9 $ 1.2 $ 3.2 $ 23.9 $ 1.7 $ 66.1 AUM at December 31, 2023, subject to FY23 performance fees $ 11.0 $ 1.2 $ 1.6 $ 22.1 $ 1.9 $ 56.7 Uncrystallized performance fees (in billions): AUM at December 31, 2025, with an uncrystallized performance fee at December 31, 2025, vesting in 2026 (2) $ 31.7 $ 4.2 $ 1.1 n/a $ — n/a AUM at December 31, 2024, with an uncrystallized performance fee at December 31, 2024, vesting in 2025 (2) $ 0.5 $ 1.5 $ 0.8 n/a $ 0.4 n/a AUM at December 31, 2023, with an uncrystallized performance fee at December 31, 2023, vesting in 2024 (2) $ 2.8 $ 1.1 $ — n/a $ — n/a Performance fee participation rate percentage (3) 10% - 20% 15% - 20% 10% - 25% 5% - 28% 15 % +/− 0.15% Performance fee frequency Annually Annually Annually and quarterly Annually and quarterly Annually Monthly Performance fee methodology (4) Relative plus HWM Relative/absolute plus HWM Relative/absolute plus HWM Bespoke Relative plus HWM Relative (1) For absolute return funds, this excludes funds earning a performance fee on redemption and only includes those with a period-end crystallization date.
The assumption that investment management agreements are indefinite lived assets is reviewed at least annually or more frequently if facts and circumstances indicate that the useful life is no longer indefinite. Definite-lived intangible assets represent certain other investment management contracts and trademarks, which are amortized over their estimated lives using the straight-line method.
The assumption that investment management agreements are indefinite lived assets is reviewed at least annually or more frequently if facts and circumstances indicate that the useful life is no longer indefinite. Definite-lived intangible assets represent certain other investment management contracts, relationships and trademarks, which are amortized over their estimated lives using the straight-line method.
The cash associated with seeding and redeeming seeded investment products is reflected in the above table as sales (purchases) of investments, net. ​ The transactions discussed above represent a majority of the activity within investing activities on our Consolidated Statements of Cash Flows.
The cash associated with seeding and redeeming seeded investment products is reflected in the above table as purchases of investments, net. ​ The transactions discussed above represent a majority of the activity within investing activities on our Consolidated Statements of Cash Flows.
Cumulative gains or losses greater than this corridor are amortized to net income over the average future lifetime of inactive members of the plan on the grounds that there are no further active members of the plans remaining.
Cumulative gains or losses greater than this corridor are amortized to net income over the average future lifetime of inactive members of the plan on the grounds that there are no further active members of the plan remaining.
Our private credit investments are valued using a variety of methodologies and approaches, including the cost method, the market approach and the income approach, which in many cases leverage unobservable inputs and assumptions, depending on the nature of the investment. ​ Third-party administrators hold a key role in the collection and validation of prices used in the valuation of the securities.
Our private credit investments are valued using a variety of methodologies and approaches, including the market approach and the income approach, which in many cases leverage unobservable inputs and assumptions, depending on the nature of the investment. ​ Third-party administrators hold a key role in the collection and validation of prices used in the valuation of the securities.
Refer to Note 11 — Debt, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on the Credit Facility. ​ 33 Table of Contents Regulatory Capital We are subject to regulatory oversight by the SEC, FINRA, CFTC, FCA and other international regulatory bodies.
Refer to Note 11 — Debt, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on the Credit Facility. 36 Table of Contents Regulatory Capital We are subject to regulatory oversight by the SEC, FINRA, CFTC, FCA and other international regulatory bodies.
If the fair value of the sole reporting unit or intangible asset is less than the carrying amount, an impairment is recognized. Any impairment is recognized immediately through net income and cannot subsequently be reversed. ​ We performed our annual assessment as of October 1, 2024.
If the fair value of the sole reporting unit or intangible asset is less than the carrying amount, an impairment is recognized. Any impairment is recognized immediately through net income and cannot subsequently be reversed. ​ We performed our annual assessment as of October 1, 2025.
The table below shows the movement in funded status that would result from certain sensitivity changes (in millions): ​ ​ Hypothetical decrease ​ in funded status at ​ December 31, 2024 Discount rate: -0.1% $ 5.0 Inflation: +0.1% $ 1.1 Life expectancy: +1 year at age 65 $ 15.0 Market value of return seeking portfolio falls 25% $ 0.3 ​ Income Taxes We operate in several countries, states and other taxing jurisdictions through various subsidiaries and branches, and must allocate income, expenses and earnings under the various laws and regulations of each of these taxing jurisdictions.
The table below shows the movement in funded status that would result from certain sensitivity changes (in millions): ​ Hypothetical decrease in funded status at December 31, 2025 Discount rate: -0.1% $ 5.1 Inflation: +0.1% $ 1.2 Life expectancy: +1 year at age 65 $ 15.9 Market value of return seeking portfolio falls 25% $ 0.3 ​ Income Taxes We operate in several countries, states and other taxing jurisdictions through various subsidiaries and branches, and must allocate income, expenses and earnings under the various laws and regulations of each of these taxing jurisdictions.
As part of our qualitative test, along with considering macroeconomic conditions and the unadjusted book value per share, we performed a quantitative calculation to estimate the enterprise value of the reporting unit, comparing it to our equity balance (carrying value).
As part of our qualitative test, along with considering macroeconomic conditions and the unadjusted book value per share, we performed a quantitative calculation to estimate the enterprise value of the reporting unit, comparing it to the carrying value of the reporting unit.
Distribution expenses increased by $65.0 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to an improvement in average AUM subject to distribution charges.
Distribution expenses increased by $65.0 million during the year ended December 31, 2024, compared to the same period in 2023, primarily due to an improvement in average AUM subject to distribution charges.
Revenues for distribution and servicing activities performed by us are not deducted from GAAP revenue. In addition to the adjustments related to distribution and servicing activities, other revenue for the year ended December 31, 2024, includes an adjustment related to an employee secondment arrangement with a joint venture.
Revenues for distribution and servicing activities performed by us are not deducted from GAAP revenue. In addition to the adjustments related to distribution and servicing activities, other revenue for the years ended December 31, 2025 and 2024, includes an adjustment related to an employee secondment arrangement with a joint venture.
As of December 31, 2024, the impact of Pillar 2 on our effective tax rate, results of operations, financial position, and cash flows was not significant to the financial statements. Non-GAAP Financial Measures We report our financial results in accordance with GAAP.
As of December 31, 2025, the impact of Pillar 2 on our effective tax rate, results of operations, financial position, and cash flows was not significant to the consolidated financial statements. Non-GAAP Financial Measures We report our financial results in accordance with GAAP.
Off-Balance Sheet Arrangements As of December 31, 2024, we had no off-balance sheet arrangements. 34 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S.
Off-Balance Sheet Arrangements As of December 31, 2025, we had no off-balance sheet arrangements. 37 Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our consolidated financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S.
The GBP weakened against the USD during the year ended December 31, 2024, compared to the year ended December 31, 2023, and the GBP strengthened against the USD during the year ended December 31, 2023, compared to the year ended December 31, 2022.
The GBP strengthened against the USD during the year ended December 31, 2025, compared to the year ended December 31, 2024, and the GBP weakened against the USD during the year ended December 31, 2024, compared to the year ended December 31, 2023.
JHG management believes these expenses do not represent our ongoing operations. ​ (7) The tax impact of the adjustments is calculated based on the U.S. or foreign statutory tax rate as they relate to each adjustment. Certain adjustments are either not taxable or not tax-deductible.
The reclassification resulted from the liquidation of JHG entities. JHG management believes these expenses do not represent our ongoing operations. ​ (7) The tax impact of the adjustments is calculated based on the U.S. or foreign statutory tax rate as they relate to each adjustment. Certain adjustments are either not taxable or not tax-deductible.
Non-discretionary and separately managed account assets are included with a corresponding composite where applicable. Cash management vehicles, ETF-enhanced beta strategies, legacy Tabula passive ETFs, Fixed Income Buy & Maintain mandates, legacy NBK Capital Partners and Victory Park Capital funds, Managed CDOs, Private Equity funds and custom non-discretionary accounts with no corresponding composite are excluded from the analysis.
Non-discretionary and separately managed account assets are included with a corresponding composite where applicable. Cash management vehicles, ETF-enhanced beta strategies, legacy Tabula Investment Management (“Tabula”) passive ETFs, Fixed Income Buy & Maintain mandates, legacy NBK Capital Partners (“NBK”) and VPC funds, Managed CDOs, Private Equity funds and custom non-discretionary accounts with no corresponding composite are excluded from the analysis.
Factors considered in this assessment include the product’s legal organization, the product’s capital structure and equity ownership, and any de facto agent implications of our involvement with the product. We consolidate seeded investment products accounted for as VREs when we are considered to control such products, which generally exists if we have a greater than 50% voting equity interest.
Factors considered in this assessment include the product’s legal organization, the product’s capital structure and equity ownership, and the nature and extent of our involvement with the product. We consolidate seeded investment products accounted for as VREs when we are considered to control such products, which generally exists if we have a greater than 50% voting equity interest.
Cash and cash equivalents exclude cash held by consolidated variable interest entities (“VIEs”) and consolidated voting rights entities (“VREs”), and investments exclude noncontrolling interests as these assets are not available to us under any circumstance. ​ Investments held by us represent seeded investment products (exclusive of noncontrolling interests), investments related to deferred compensation plans and other less significant investments classified as current assets in our Consolidated Balance Sheets.
Cash and cash equivalents exclude cash held by consolidated variable interest entities (“VIEs”) and consolidated voting rights entities (“VREs”), and investments exclude noncontrolling interests as these assets are not available to us for general corporate purposes. ​ Investments held by us represent seeded investment products (exclusive of noncontrolling interests), investments related to deferred compensation plans and other less significant investments classified as current assets in our Consolidated Balance Sheets.
There were no events or changes in circumstances during the year ended December 31, 2024. ​ 35 Table of Contents Retirement Benefit Plans We provide certain employees with retirement benefits through defined benefit plans.
There were no unfavorable events or changes in circumstances during the year ended December 31, 2025. ​ 38 Table of Contents Retirement Benefit Plans We provide certain employees with retirement benefits through defined benefit plans.
The following table summarizes key balance sheet data relating to our liquidity and capital resources as of December 31, 2024 and 2023 (in millions): ​ ​ December 31, ​ 2024 2023 Cash and cash equivalents held by the Company $ 1,190.9 $ 1,145.9 Investments held by the Company $ 474.1 $ 399.2 Fees and other receivables $ 356.6 $ 294.0 Long-term debt $ 395.0 $ 304.6 Cash and cash equivalents primarily consist of cash held at banks, on-demand deposits, investments in money market instruments, highly liquid short-term debt securities and commercial paper with a maturity date of three months or less.
The following table summarizes key balance sheet data relating to our liquidity and capital resources as of December 31, 2025 and 2024 (in millions): ​ December 31, 2025 2024 Cash and cash equivalents held by the Company $ 1,243.7 $ 1,190.9 Investments held by the Company $ 656.6 $ 474.1 Fees and other receivables $ 756.5 $ 356.6 Long-term debt $ 395.5 $ 395.0 Cash and cash equivalents primarily consist of cash held at banks, on-demand deposits, investments in money market instruments, highly liquid short-term debt securities and commercial paper with a maturity date of three months or less.
We consolidate a VIE if we are the VIE’s primary beneficiary. The primary beneficiary of a VIE is defined as the variable interest holder that has a controlling financial interest in the VIE.
We consolidate a VIE if we are the VIE’s primary beneficiary, which requires judgment in determination. The primary beneficiary of a VIE is defined as the variable interest holder that has a controlling financial interest in the VIE.
In addition, a $12.5 million charge due to a correction of an error of previously recognized earnings associated with an equity method investment impacted investment gains (losses), net for the year ended December 31, 2023. ​Gains and losses attributable to third-party ownership interests in seeded investment products are noncontrolling interests and are not included in net income attributable to JHG. ​ Other non-operating income (expense), net Other non-operating income (expense), net declined $99.2 million during the year ended December 31, 2024, compared to the year ended December 31, 2023.
In addition, a $12.5 million charge due to a correction of an error of previously recognized earnings associated with an equity method investment impacted investment gains, net for the year ended December 31, 2023. ​Gains and losses attributable to third-party ownership interests in seeded investment products are noncontrolling interests and are not included in net income attributable to JHG. ​ Other non-operating income (expense), net Other non-operating income (expense), net improved by $140.4 million for the year ended December 31, 2025, compared to the same period in 2024.
We believe the assumptions used to determine the estimated fair value are reasonable, however, they are inherently uncertain and unpredictable and thus they may differ from actual results. Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired businesses and is not amortized.
We believe the assumptions used to determine the estimated fair value are reasonable, however, they are inherently uncertain and unpredictable and thus they may differ from actual results. Goodwill represents the excess of cost over the fair value of the identifiable net assets of acquired businesses and is not amortized. Indefinite-lived intangible assets primarily represent investment management agreements and trademarks.
Actual future tax consequences on settlement of our uncertain tax positions may be materially different than management’s current estimates. As of December 31, 2024, unrecognized tax benefits were $28.9 million.
Actual future tax consequences on settlement of our uncertain tax positions may be materially different than management’s current estimates. As of December 31, 2025, unrecognized tax benefits were $35.0 million.
We have provided a reconciliation below of our non-GAAP financial measures to the most directly comparable GAAP measures. ​ 30 Table of Contents Alternative performance measures ​ The following is a reconciliation of revenue, operating expenses, operating income, net income attributable to JHG and diluted earnings per share to adjusted revenue, adjusted operating expenses, adjusted operating income, adjusted net income attributable to JHG and adjusted diluted earnings per share, respectively, for the years ended December 31, 2024, 2023 and 2022 (in millions, except per share and operating margin data): ​ ​ Year ended December 31, ​ 2024 2023 2022 Reconciliation of revenue to adjusted revenue: Revenue $ 2,473.2 $ 2,101.8 $ 2,203.6 Management fees (198.9 ) (164.8 ) (193.2 ) Shareowner servicing fees (194.4 ) (172.4 ) (185.2 ) Other revenue (139.1 ) (118.7 ) (119.9 ) Adjusted revenue (1) 1,940.8 $ 1,645.9 $ 1,705.3 Reconciliation of operating expenses to adjusted operating expenses: Operating expenses $ 1,827.5 $ 1,618.1 $ 1,713.8 Employee compensation and benefits (2) (20.0 ) (5.8 ) (16.8 ) Long-term incentive plans (2) (8.1 ) (1.2 ) (21.1 ) Distribution expenses (1) (520.9 ) (455.9 ) (498.3 ) General, administrative and occupancy (2) (2.7 ) (16.3 ) (9.5 ) Impairment of intangible assets (3) — — (35.8 ) Depreciation and amortization (3) (3.1 ) (1.7 ) (3.7 ) Adjusted operating expenses $ 1,272.7 $ 1,137.2 $ 1,128.6 Adjusted operating income $ 668.1 $ 508.7 $ 576.7 Operating margin (4) 26.1 % 23.0 % 22.2 % Adjusted operating margin (5) 34.4 % 30.9 % 33.8 % Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG: Net income attributable to JHG $ 408.9 $ 392.0 $ 372.4 Employee compensation and benefits (2) 8.5 5.8 16.8 Long-term incentive plans (2) 8.1 1.2 21.1 General, administrative and occupancy (2) 2.7 16.3 9.5 Impairment of intangible assets (3) — — 35.8 Depreciation and amortization (3) 3.1 1.7 3.7 Interest expense (6) 0.3 — — Investment gains (losses), net (6) 0.8 12.5 0.4 Other non-operating income (expense), net (6) 136.9 28.6 0.3 Income tax provision (7) (4.4 ) (22.9 ) (26.2 ) Net loss (income) attributable to noncontrolling interests (8) (1.2 ) — — Adjusted net income attributable to JHG 563.7 435.2 433.8 Less: allocation of earnings to participating stock-based awards (13.6 ) (12.4 ) (13.1 ) Adjusted net income attributable to JHG common shareholders $ 550.1 $ 422.8 $ 420.7 Weighted-average common shares outstanding — diluted $ 155.8 $ 160.5 $ 162.0 Diluted earnings per share (9) $ 2.56 $ 2.37 $ 2.23 Adjusted diluted earnings per share (10) $ 3.53 $ 2.63 $ 2.60 (1) We contract with third-party intermediaries to distribute and service certain of our investment products.
We have provided a reconciliation below of our non-GAAP financial measures to the most directly comparable GAAP measures. ​ 32 Table of Contents Alternative performance measures ​ The following is a reconciliation of revenue, operating expenses, operating income, net income attributable to JHG and diluted earnings per share to adjusted revenue, adjusted operating expenses, adjusted operating income, adjusted net income attributable to JHG and adjusted diluted earnings per share, respectively, for the years ended December 31, 2025, 2024 and 2023 (in millions, except per share and operating margin data): ​ Year ended December 31, 2025 2024 2023 Reconciliation of revenue to adjusted revenue: Revenue $ 3,097.3 $ 2,473.2 $ 2,101.8 Management fees (215.7 ) (198.9 ) (164.8 ) Shareowner servicing fees (209.6 ) (194.4 ) (172.4 ) Other revenue (136.2 ) (139.1 ) (118.7 ) Adjusted revenue (1) 2,535.8 $ 1,940.8 $ 1,645.9 Reconciliation of operating expenses to adjusted operating expenses: Operating expenses $ 2,120.5 $ 1,827.5 $ 1,618.1 Employee compensation and benefits (2) (17.7 ) (20.0 ) (5.8 ) Long-term incentive plans (2) 123.2 (8.1 ) (1.2 ) Distribution expenses (1) (556.3 ) (520.9 ) (455.9 ) General, administrative and occupancy (2) (24.5 ) (2.7 ) (16.3 ) Impairment of assets (3) (8.1 ) — — Depreciation and amortization (3) (13.1 ) (3.1 ) (1.7 ) Adjusted operating expenses $ 1,624.0 $ 1,272.7 $ 1,137.2 Adjusted operating income $ 911.8 $ 668.1 $ 508.7 Operating margin (4) 31.5 % 26.1 % 23.0 % Adjusted operating margin (5) 36.0 % 34.4 % 30.9 % Reconciliation of net income attributable to JHG to adjusted net income attributable to JHG: Net income attributable to JHG $ 815.9 $ 408.9 $ 392.0 Employee compensation and benefits (2) 12.5 8.5 5.8 Long-term incentive plans (2) (123.2 ) 8.1 1.2 General, administrative and occupancy (2) 24.5 2.7 16.3 Impairment of assets (3) 8.1 — — Depreciation and amortization (3) 13.1 3.1 1.7 Interest expense (6) 1.1 0.3 — Investment gains (losses), net (6) — 0.8 12.5 Other non-operating income (expense), net (6) (16.5 ) 136.9 28.6 Income tax benefit (provision) (7) 15.3 (4.4 ) (22.9 ) Net loss (income) attributable to noncontrolling interests (8) (4.8 ) (1.2 ) — Adjusted net income attributable to JHG 746.0 563.7 435.2 Less: allocation of earnings to participating stock-based awards (16.1 ) (13.6 ) (12.4 ) Adjusted net income attributable to JHG common shareholders $ 729.9 $ 550.1 $ 422.8 Weighted-average common shares outstanding — diluted 152.7 155.8 160.5 Diluted earnings per share (9) $ 5.23 $ 2.56 $ 2.37 Adjusted diluted earnings per share (10) $ 4.78 $ 3.53 $ 2.63 (1) We contract with third-party intermediaries to distribute and service certain of our investment products.
As of December 31, 2024, our contractual obligations related to debt and interest payments totaled $611.3 million, with $21.8 million of interest payable within 12 months.
As of December 31, 2025, our contractual obligations related to debt and interest payments totaled $589.5 million, with $21.8 million of interest payable within 12 months.
As of December 31, 2024, we had operating and finance lease payment obligations of $106.3 million, with $18.0 million payable within 12 months. ​ Short-Term Liquidity Considerations Common Stock Purchases — Corporate Buyback Program On October 31, 2023, our Board of Directors approved the 2023 Corporate Buyback Program pursuant to which we were authorized to repurchase up to $150.0 million of our common stock on the NYSE at any time prior to the date of our 2024 Annual General Meeting of Shareholders, which was held on May 1, 2024.
As of December 31, 2025, we had operating and finance lease payment obligations of $131.1 million, with $18.5 million payable within 12 months. ​ Short-Term Liquidity Considerations Common Stock Purchases — Corporate Buyback Program On May 1, 2024, our Board of Directors approved the 2024 Corporate Buyback Program under which we were authorized to repurchase up to $150.0 million of our common stock, and on October 30, 2024, our Board of Directors approved an incremental share buyback authorization to repurchase up to an additional $50.0 million of our common stock at any time prior to the date of our 2025 Annual General Meeting of Shareholders, which was held on April 30, 2025.
Adjustments for the year ended December 31, 2023, include a provision for a credit loss and a contingent consideration fair value adjustment related to the 2022 sale of Intech, a correction due to an error of previously recognized earnings associated with an equity method investment and the reclassification of accumulated foreign currency translation adjustments to net income related to JHG liquidated entities.
Reconciling items for the year ended December 31, 2023, primarily include: • An adjustment to remove a provision for a credit loss and changes in the fair value of contingent consideration related to the 2022 sale of Intech. • An adjustment to remove the impact of correcting an error associated with previously recognized earnings of an equity method investment. • An adjustment to remove the reclassification of accumulated foreign currency translation adjustments to net income.
Cash Flows A summary of cash flow data for the years ended December 31, 2024, 2023 and 2022, was as follows (in millions): ​ ​ Year ended December 31, ​ 2024 2023 2022 Cash flows provided by (used for): Operating activities $ 694.6 $ 441.6 $ 473.3 Investing activities (285.4 ) (328.9 ) 58.5 Financing activities (324.4 ) (151.9 ) (419.1 ) Effect of exchange rate changes on cash and cash equivalents (18.1 ) 30.9 (54.9 ) Net change in cash and cash equivalents 66.7 (8.3 ) 57.8 Cash balance at beginning of period 1,168.1 1,176.4 1,118.6 Cash balance at end of period $ 1,234.8 $ 1,168.1 $ 1,176.4 Operating Activities Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments. 32 Table of Contents Investing Activities ​ Cash provided by (used for) investing activities for the years ended December 31, 2024, 2023 and 2022, was as follows (in millions): ​ Year ended December 31, ​ 2024 2023 2022 Sales (purchases) of investments, net $ (37.0 ) $ (59.7 ) $ 44.6 Purchases of investments by consolidated seeded investment products, net (101.4 ) (224.9 ) (43.9 ) Purchases of property, equipment and software (10.1 ) (10.8 ) (17.6 ) Cash received (paid) on settled seed capital hedges, net (10.7 ) (37.5 ) 75.9 Acquisitions, net of cash acquired (126.9 ) — — Long-term note with Intech — 3.1 (15.9 ) Proceeds from sale of subsidiaries — — 14.9 Other 0.7 0.9 0.5 Cash provided by (used for) investing activities $ (285.4 ) $ (328.9 ) $ 58.5 ​ We consolidate certain seeded investment products into our group financial statements.
Cash Flows A summary of cash flow data for the years ended December 31, 2025, 2024 and 2023, was as follows (in millions): ​ Year ended December 31, 2025 2024 2023 Cash flows provided by (used for): Operating activities $ 719.5 $ 694.6 $ 441.6 Investing activities (461.0 ) (285.4 ) (328.9 ) Financing activities (239.1 ) (324.4 ) (151.9 ) Effect of exchange rate changes on cash and cash equivalents 39.3 (18.1 ) 30.9 Net change in cash and cash equivalents 58.7 66.7 (8.3 ) Cash balance at beginning of period 1,234.8 1,168.1 1,176.4 Cash balance at end of period $ 1,293.5 $ 1,234.8 $ 1,168.1 Operating Activities Fluctuations in operating cash flows are attributable to changes in net income and working capital items, which can vary from period to period based on the amount and timing of cash receipts and payments. 35 Table of Contents Investing Activities ​ Cash used for investing activities for the years ended December 31, 2025, 2024 and 2023, was as follows (in millions): Year ended December 31, 2025 2024 2023 Purchases of investments by consolidated seeded investment products, net $ (261.4 ) $ (101.4 ) $ (224.9 ) Seed capital hedges, net (94.0 ) (10.7 ) (37.5 ) Purchases of investments, net (85.5 ) (37.0 ) (59.7 ) Purchases of property, equipment and software (8.6 ) (10.1 ) (10.8 ) Acquisitions, net of cash acquired (2.4 ) (126.9 ) — Other, net (9.1 ) 0.7 4.0 Cash used for investing activities $ (461.0 ) $ (285.4 ) $ (328.9 ) ​ We consolidate certain seeded investment products into our group financial statements.
By client location: 2024 2023 2022 2023 2022 North America $ 236.8 $ 198.6 $ 168.6 19 % 18 % EMEA and Latin America 104.8 102.9 85.7 2 % 20 % Asia Pacific 37.1 33.4 33.0 11 % 1 % Total $ 378.7 $ 334.9 $ 287.3 13 % 17 % Valuation of Assets Under Management The fair value of our AUM is based on the value of the underlying cash and investments securities of our funds, trusts and segregated mandates.
By client location: 2025 2024 2023 2024 2023 North America $ 321.9 $ 236.8 $ 198.6 36 % 19 % EMEA and Latin America 127.1 104.8 102.9 21 % 2 % Asia Pacific 44.2 37.1 33.4 19 % 11 % Total $ 493.2 $ 378.7 $ 334.9 30 % 13 % Valuation of Assets Under Management The fair value of our AUM is based on the value of the underlying cash and investments securities of our funds, trusts and segregated mandates.
As of December 31, 2024, approximately 26% of our AUM was non-USD-denominated. 23 Table of Contents Our AUM and flows by capability for the years ended December 31, 2024, 2023 and 2022, were as follows (in billions): ​ Closing AUM ​ ​ Closing AUM December 31, Net sales Acquisitions and December 31, ​ 2023 Sales Redemptions (1) (redemptions) Markets FX( 2) reclassifications (3) 2024 By capability: ​ ​ ​ Equities $ 205.1 $ 31.1 $ (37.6 ) $ (6.5 ) $ 32.7 $ (1.9 ) $ — $ 229.4 Fixed Income 71.5 29.5 (18.7 ) 10.8 1.9 (2.4 ) 0.9 82.7 Multi-Asset 48.9 6.3 (8.2 ) (1.9 ) 6.4 (0.2 ) (0.1 ) 53.1 Alternatives 9.4 3.6 (3.6 ) — 0.8 (0.2 ) 3.5 13.5 Total $ 334.9 $ 70.5 $ (68.1 ) $ 2.4 $ 41.8 $ (4.7 ) $ 4.3 $ 378.7 ​ Closing AUM ​ ​ ​ ​ ​ ​ Closing AUM ​ December 31, ​ ​ Net sales ​ ​ December 31, ​ 2022 Sales Redemptions (1) (redemptions) Markets FX (2) Reclassifications (3) 2023 By capability: Equities $ 171.3 $ 31.0 $ (33.2 ) $ (2.2 ) $ 34.8 $ 2.1 $ (0.9 ) $ 205.1 Fixed Income 59.8 24.1 (16.9 ) 7.2 3.8 0.7 — 71.5 Multi-Asset 45.5 4.1 (7.7 ) (3.6 ) 6.2 0.2 0.6 48.9 Alternatives 10.7 1.7 (3.8 ) (2.1 ) 0.3 0.2 0.3 9.4 Total $ 287.3 $ 60.9 $ (61.6 ) $ (0.7 ) $ 45.1 $ 3.2 $ — $ 334.9 ​ ​ Closing AUM ​ ​ ​ ​ ​ ​ Closing AUM ​ December 31, ​ ​ Net sales ​ ​ Reclassifications December 31, ​ 2021 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2022 By capability: Equities $ 244.3 $ 24.4 $ (45.6 ) $ (21.2 ) $ (47.2 ) $ (5.9 ) $ 1.3 $ 171.3 Fixed Income 79.6 23.0 (29.4 ) (6.4 ) (8.9 ) (4.5 ) — 59.8 Multi-Asset 59.7 6.5 (10.8 ) (4.3 ) (9.3 ) (0.6 ) — 45.5 Alternatives 10.7 6.4 (5.3 ) 1.1 (0.3 ) (0.8 ) — 10.7 Quantitative Equities 38.0 0.2 (5.9 ) (5.7 ) (2.6 ) (0.1 ) (29.6 ) — Total $ 432.3 $ 60.5 $ (97.0 ) $ (36.5 ) $ (68.3 ) $ (11.9 ) $ (28.3 ) $ 287.3 (1) Redemptions include the impact of client transfers.
As of December 31, 2025, approximately 24% of our AUM was non-USD-denominated. 25 Table of Contents Our AUM and flows by capability for the years ended December 31, 2025, 2024 and 2023, were as follows (in billions): Closing AUM Closing AUM December 31, Net sales December 31, 2024 Sales Redemptions (1) (redemptions) (2) Markets FX (3) Reclassifications 2025 By capability: Equities $ 229.4 $ 31.8 $ (45.8 ) $ (14.0 ) $ 36.4 $ 4.8 $ — $ 256.6 Fixed Income 82.7 108.8 (41.9 ) 66.9 3.7 2.5 — 155.8 Multi-Asset 53.1 7.0 (8.6 ) (1.6 ) 6.9 0.4 — 58.8 Alternatives 13.5 9.5 (4.3 ) 5.2 2.7 0.6 — 22.0 Total $ 378.7 $ 157.1 $ (100.6 ) $ 56.5 $ 49.7 $ 8.3 $ — $ 493.2 ​ ​ Closing AUM ​ ​ ​ ​ ​ ​ Closing AUM ​ December 31, ​ ​ Net sales ​ ​ Acquisitions and December 31, ​ 2023 Sales Redemptions (1) (redemptions) Markets FX (3) reclassifications (4) 2024 By capability: Equities $ 205.1 $ 31.1 $ (37.6 ) $ (6.5 ) $ 32.7 $ (1.9 ) $ — $ 229.4 Fixed Income 71.5 29.5 (18.7 ) 10.8 1.9 (2.4 ) 0.9 82.7 Multi-Asset 48.9 6.3 (8.2 ) (1.9 ) 6.4 (0.2 ) (0.1 ) 53.1 Alternatives 9.4 3.6 (3.6 ) — 0.8 (0.2 ) 3.5 13.5 Total $ 334.9 $ 70.5 $ (68.1 ) $ 2.4 $ 41.8 $ (4.7 ) $ 4.3 $ 378.7 Closing AUM Closing AUM December 31, Net sales December 31, 2022 Sales Redemptions (1) (redemptions) Markets FX (3) Reclassifications (4) 2023 By capability: Equities $ 171.3 $ 31.0 $ (33.2 ) $ (2.2 ) $ 34.8 $ 2.1 $ (0.9 ) $ 205.1 Fixed Income 59.8 24.1 (16.9 ) 7.2 3.8 0.7 — 71.5 Multi-Asset 45.5 4.1 (7.7 ) (3.6 ) 6.2 0.2 0.6 48.9 Alternatives 10.7 1.7 (3.8 ) (2.1 ) 0.3 0.2 0.3 9.4 Total $ 287.3 $ 60.9 $ (61.6 ) $ (0.7 ) $ 45.1 $ 3.2 $ — $ 334.9 (1) Redemptions include the impact of client transfers.
Investment gains (losses), net The components of investment gains (losses), net for the years ended December 31, 2024, 2023 and 2022, were as follows: Year ended December 31, 2024 2023 2022 Investment gains (losses), net (in millions): Seeded investment products and hedges, net $ 36.4 $ 20.3 $ (15.2 ) Third-party ownership interests in seeded investment products 37.5 34.7 (97.9 ) Equity method investments (5.6 ) (13.5 ) 2.9 Other 2.5 1.9 (3.1 ) Investment gains (losses), net $ 70.8 $ 43.4 $ (113.3 ) 29 Table of Contents Investment gains (losses), net moved favorably by $27.4 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and favorably by $156.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022.
Investment gains, net The components of investment gains, net for the years ended December 31, 2025, 2024 and 2023, were as follows: Year ended December 31, 2025 2024 2023 Investment gains (losses), net (in millions): Seeded investment products and hedges, net $ 33.4 $ 36.4 $ 20.3 Third-party ownership interests in seeded investment products 97.4 37.5 34.7 Equity method investments (5.6 ) (5.6 ) (13.5 ) Deferred equity plan 19.9 1.8 1.0 Other 1.8 0.7 0.9 Investment gains, net $ 146.9 $ 70.8 $ 43.4 31 Table of Contents Investment gains, net improved by $76.1 million during the year ended December 31, 2025, compared to the same period in 2024, and improved by $27.4 million during the year ended December 31, 2024, compared to the same period in 2023.
Shareowner servicing fees increased by $27.4 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and decreased by $10.7 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to movements in average mutual fund AUM. ​ 27 Table of Contents Other revenue Other revenue is primarily composed of 12b-1 distribution fees, general administration charges and other fee revenue.
Shareowner servicing fees increased by $27.4 million for the year ended December 31, 2024, compared to the same period in 2023, primarily due to an improvement in average mutual fund AUM. Other revenue Other revenue is primarily composed of 12b-1 distribution fees, general administration charges and other fee revenue.
Performance fees by product type consisted of the following for the years ended December 31, 2024, 2023 and 2022: ​ Year ended December 31, 2024 vs. 2023 vs. ​ 2024 2023 2022 2023 2022 Performance fees (in millions): ​ SICAVs $ 26.3 $ 2.1 $ 2.0 n/m* 5 % UK OEICs and unit trusts 6.2 — 0.1 — % (100 )% Absolute return funds and other funds 70.8 56.9 33.5 24 % 70 % Segregated mandates 4.9 3.1 10.0 58 % (69 )% Investment trusts 0.7 9.1 6.7 (92 )% 36 % Private capital funds 1.0 — — — % — % U.S. mutual funds (39.5 ) (66.1 ) (63.0 ) 40 % (5 )% Total performance fees $ 70.4 $ 5.1 $ (10.7 ) n/m* n/m* ​* n/m - Not meaningful.
Performance fees by product type consisted of the following for the years ended December 31, 2025, 2024 and 2023: Year ended December 31, 2025 vs. 2024 vs. 2025 2024 2023 2024 2023 Performance fees (in millions): SICAVs $ 17.8 $ 26.3 $ 2.1 (32 )% n/m* UK OEICs and unit trusts 6.6 6.2 — 6 % — % Hedge funds and other funds 423.3 71.8 56.9 n/m* 26 % Segregated mandates 14.2 4.9 3.1 n/m* 58 % Investment trusts 2.4 0.7 9.1 n/m* (92 )% U.S. mutual funds (4.3 ) (39.5 ) (66.1 ) 89 % 40 % Total performance fees $ 460.0 $ 70.4 $ 5.1 n/m* n/m* ​* n/m - Not meaningful.
Our operating margin was 26.1% in 2024 compared to 23.0% in 2023. Net income attributable to JHG for the year ended December 31, 2024, was $408.9 million, an increase of $16.9 million, or 4%, compared to the year ended December 31, 2023.
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.
Our AUM and flows by client type for the years ended December 31, 2024, 2023 and 2022, were as follows (in billions): Closing AUM Closing AUM December 31, Net sales Acquisitions and December 31, 2023 Sales Redemptions (1) (redemptions) Markets FX (2) reclassifications (3) 2024 By client type: Intermediary $ 183.4 $ 55.0 $ (46.3 ) $ 8.7 $ 20.4 $ (2.2 ) $ 0.7 $ 211.0 Self-directed 76.1 2.0 (5.8 ) (3.8 ) 14.2 — — 86.5 Institutional 75.4 13.5 (16.0 ) (2.5 ) 7.2 (2.5 ) 3.6 81.2 Total $ 334.9 $ 70.5 $ (68.1 ) $ 2.4 $ 41.8 $ (4.7 ) $ 4.3 $ 378.7 Closing AUM Closing AUM December 31, Net sales December 31, 2022 Sales Redemptions (1) (redemptions) Markets FX (2) Reclassifications (3) 2023 By client type: Intermediary $ 162.0 $ 39.5 $ (43.1 ) $ (3.6 ) $ 22.8 $ 2.1 $ 0.1 $ 183.4 Self-directed 64.3 1.3 (4.8 ) (3.5 ) 14.9 0.2 0.2 76.1 Institutional 61.0 20.1 (13.7 ) 6.4 7.4 0.9 (0.3 ) 75.4 Total $ 287.3 $ 60.9 $ (61.6 ) $ (0.7 ) $ 45.1 $ 3.2 $ — $ 334.9 Closing AUM Closing AUM December 31, Net sales Reclassifications December 31, 2021 Sales Redemptions (1) (redemptions) Markets FX (2) and disposals (3) 2022 By client type: Intermediary $ 215.0 $ 39.9 $ (53.3 ) $ (13.4 ) $ (32.8 ) $ (5.9 ) $ (0.9 ) $ 162.0 Self-directed 90.1 1.5 (5.1 ) (3.6 ) (21.6 ) (0.6 ) — 64.3 Institutional 127.2 19.1 (38.6 ) (19.5 ) (13.9 ) (5.4 ) (27.4 ) 61.0 Total $ 432.3 $ 60.5 $ (97.0 ) $ (36.5 ) $ (68.3 ) $ (11.9 ) $ (28.3 ) $ 287.3 (1) Redemptions include the impact of client transfers.
Our AUM and flows by client type for the years ended December 31, 2025, 2024 and 2023, were as follows (in billions): Closing AUM Closing AUM December 31, Net sales December 31, 2024 Sales Redemptions (1) (redemptions) (2) Markets FX (3) Reclassifications (4) 2025 By client type: Intermediary $ 211.0 $ 67.6 $ (63.7 ) $ 3.9 $ 26.7 $ 4.3 $ (3.0 ) $ 242.9 Institutional 81.2 81.2 (26.4 ) 54.8 11.9 3.6 0.7 152.2 Self-directed 86.5 8.3 (10.5 ) (2.2 ) 11.1 0.4 2.3 98.1 Total $ 378.7 $ 157.1 $ (100.6 ) $ 56.5 $ 49.7 $ 8.3 $ — $ 493.2 Closing AUM Closing AUM December 31, Net sales Acquisitions and December 31, 2023 Sales Redemptions (1) (redemptions) Markets FX (3) reclassifications (4) 2024 By client type: Intermediary $ 183.4 $ 55.0 $ (46.3 ) $ 8.7 $ 20.4 $ (2.2 ) $ 0.7 $ 211.0 Self-directed 76.1 2.0 (5.8 ) (3.8 ) 14.2 — — 86.5 Institutional 75.4 13.5 (16.0 ) (2.5 ) 7.2 (2.5 ) 3.6 81.2 Total $ 334.9 $ 70.5 $ (68.1 ) $ 2.4 $ 41.8 $ (4.7 ) $ 4.3 $ 378.7 Closing AUM Closing AUM December 31, Net sales December 31, 2022 Sales Redemptions (1) (redemptions) Markets FX (3) Reclassifications (4) 2023 By client type: Intermediary $ 162.0 $ 39.5 $ (43.1 ) $ (3.6 ) $ 22.8 $ 2.1 $ 0.1 $ 183.4 Self-directed 64.3 1.3 (4.8 ) (3.5 ) 14.9 0.2 0.2 76.1 Institutional 61.0 20.1 (13.7 ) 6.4 7.4 0.9 (0.3 ) 75.4 Total $ 287.3 $ 60.9 $ (61.6 ) $ (0.7 ) $ 45.1 $ 3.2 $ — $ 334.9 (1) Redemptions include the impact of client transfers.
Refer to Note 3 — Acquisitions and Dispositions, in Part II, Item 8, Financial Statements and Supplementary Data, for further information on our acquisitions. ​ Financing Activities ​ Cash used for financing activities for the years ended December 31, 2024, 2023 and 2022, was as follows (in millions): ​ ​ Year ended December 31, ​ 2024 2023 2022 Dividends paid to shareholders $ (250.1 ) $ (258.7 ) $ (259.4 ) Third-party capital invested into consolidated seeded investment products, net 123.1 227.2 51.1 Purchase of common stock for stock-based compensation plans (79.8 ) (57.4 ) (113.8 ) Purchase of common stock for the share buyback program (208.2 ) (61.9 ) (98.9 ) Issuance of long-term debt 394.9 — — Repayment of current portion of long-term debt (304.0 ) — — Other (0.3 ) (1.1 ) 1.9 Cash used for financing activities $ (324.4 ) $ (151.9 ) $ (419.1 ) ​ The majority of cash flows within financing activities are driven by the payment of dividends to shareholders, the purchases of common stock as part of the Corporate Buyback Program and for stock-based compensation plans, and third-party capital invested into consolidated seeded investment products.
Financing Activities ​ Cash used for financing activities for the years ended December 31, 2025, 2024 and 2023, was as follows (in millions): ​ Year ended December 31, 2025 2024 2023 Dividends paid to shareholders $ (249.2 ) $ (250.1 ) $ (258.7 ) Purchase of common stock for the share buyback program (169.4 ) (208.2 ) (61.9 ) Purchase of common stock for stock-based compensation plans (96.5 ) (79.8 ) (57.4 ) Third-party capital invested into consolidated seeded investment products, net 267.3 123.1 227.2 Issuance of long-term debt — 394.9 — Repayment of current portion of long-term debt — (304.0 ) — Other, net 8.7 (0.3 ) (1.1 ) Cash used for financing activities $ (239.1 ) $ (324.4 ) $ (151.9 ) ​ The majority of cash flows within financing activities were driven by third-party capital invested into consolidated seeded investment products, net, payment of dividends to shareholders and the purchase of common stock as part of the Corporate Buyback Programs and for stock-based compensation plans.
When a third-party investor redeems the investment, a cash outflow is disclosed as a distribution. ​ Other Sources of Liquidity On June 30, 2023, we entered into a $200 million unsecured, revolving credit facility (“Credit Facility”).
When a third-party investor redeems the investment, a cash outflow is disclosed as a distribution. ​ Other Sources of Liquidity At December 31, 2025, we had a $200 million unsecured, revolving credit facility (“Credit Facility”).
General administration charges include reimbursements from funds for various fees and expenses paid for by the investment manager on behalf of the funds. Other revenue increased by $21.1 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to an improvement in average AUM.
General administration charges include reimbursements from funds for various fees and expenses paid for by the investment manager on behalf of the funds. Other revenue increased by $7.3 million during the year ended December 31, 2025, compared to the same period in 2024.
Proceeds from the 2034 Senior Notes were used to redeem the 4.875% Senior Notes due 2025 (“2025 Senior Notes”).
Proceeds from the 2034 Senior Notes were used to redeem the 2025 Senior Notes.
After reviewing the results of the qualitative assessment, there were no indicators of impairment. ​ Our definite-lived intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
After reviewing the results of the qualitative assessment, we determined it is more likely than not that the fair values exceeded carrying values. ​ Our definite-lived intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
The combined capital requirement is £159.2 million ($199.4 million), resulting in £275.8 million ($345.4 million) of capital above the requirement as of December 31, 2024, based upon internal calculations and taking into account the effect of foreseeable dividends. Capital requirements in other jurisdictions are not significant in aggregate.
The combined capital requirement is £155.1 million ($208.6 million), resulting in £309.8 million ($416.7 million) of capital above the requirement as of December 31, 2025, based upon internal calculations and taking into account the effect of foreseeable dividends. Capital requirements in other jurisdictions are not significant in aggregate.
Adjustments for the year ended December 31, 2023 and 2022, include rent expense, rent income, other rent-related adjustments associated with subleased office space and the acceleration of long-term incentive plan expense and redundancy expense related to the departure of certain employees.
Reconciling items for the year ended December 31, 2023, primarily include: • An adjustment to remove the expense impact of a separately managed account trade error. • An adjustment to remove redundancy expenses and the acceleration of long-term incentive plan expense related to the departure of certain employees. • An adjustment to remove the rent expense, rent income and other rent-related adjustments associated with subleased office space.
JHG management believes these non-cash acquisition-related costs do not represent our ongoing operations. ​ 31 Table of Contents (4) Operating margin is operating income divided by revenue. ​ (5) Adjusted operating margin is adjusted operating income divided by adjusted revenue. ​ (6) Adjustments for the year ended December 31, 2024, include the reclassification of accumulated foreign currency translation adjustments to net income related to JHG liquidated entities.
JHG management believes these non-cash and acquisition-related costs do not represent our ongoing operations. ​ (4) Operating margin is operating income divided by revenue. ​ (5) Adjusted operating margin is adjusted operating income divided by adjusted revenue. ​ (6) Reconciling items for the year ended December 31, 2025, primarily include: • An adjustment to remove changes in fair value of acquisition-related contingent consideration, warrants and options. • An adjustment to remove the reclassification of accumulated foreign currency translation adjustments to net income.
Certain fund contracts allow for negative performance fees where there is underperformance against the relevant index. 2024 SUMMARY 2024 Financial Highlights ● Solid long-term investment performance, with 65%, 72%, 55% and 73% of our AUM outperforming benchmarks on a one-, three-, five- and 10-year basis, respectively, as of December 31, 2024. ​ ● AUM increased to $378.7 billion, up 13% from the year ended December 31, 2023, primarily due to positive market performance. ​ ● Net inflows for the year ended December 31, 2024, were $2.4 billion, compared to $(0.7) billion of net outflows for the year ended December 31, 2023. ● 2024 diluted earnings per share was $2.56, or $3.53 on an adjusted basis.
Certain fund contracts allow for negative performance fees where there is underperformance against the relevant index. 2025 SUMMARY 2025 Highlights ● We achieved solid investment performance, with 65%, 65%, 65% and 67% of our AUM outperforming benchmarks on a one-, three-, five- and 10-year basis, respectively, as of December 31, 2025. ​ ● AUM increased to $493.2 billion, up 30% from the year ended December 31, 2024. ​ ● Net inflows for the year ended December 31, 2025, were $56.5 billion, compared to $2.4 billion of net inflows for the year ended December 31, 2024. ● 2025 diluted earnings per share of $5.23, or $4.78 on an adjusted basis, benefited from extraordinary annual performance fees.
On October 31, 2023, our Board of Directors approved the repurchase of up to 4 million additional shares of common stock for the purpose of making grants to executives and employees at any time prior to the date of our 2024 Annual General Meeting of Shareholders, which was held on May 1, 2024.
Common Stock Purchases — Share Plan Purchases On May 1, 2024, our Board of Directors approved the repurchase of up to 5,000,000 additional shares of common stock to make grants to executives and employees at any time prior to the date of our 2025 Annual General Meeting of Shareholders, which was held on April 30, 2025.
Other revenue decreased by $7.6 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decline in average AUM. ​ Operating Expenses ​ Year ended December 31, 2024 vs. 2023 vs. 2024 2023 2022 2023 2022 Operating expenses (in millions): Employee compensation and benefits $ 716.1 $ 593.3 $ 611.5 21 % (3 )% Long-term incentive plans 166.6 167.4 180.7 (0 )% (7 )% Distribution expenses 520.9 455.9 498.3 14 % (9 )% Investment administration 58.2 47.4 49.4 23 % (4 )% Marketing 40.4 36.6 27.1 10 % 35 % General, administrative and occupancy 300.8 294.6 279.3 2 % 5 % Impairment of intangible assets — — 35.8 n/m* (100 )% Depreciation and amortization 24.5 22.9 31.7 7 % (28 )% Total operating expenses $ 1,827.5 $ 1,618.1 $ 1,713.8 13 % (6 )% * n/m - Not meaningful.
Other revenue increased by $21.1 million during the year ended December 31, 2024, compared to the same period in 2023, primarily due to an improvement in average AUM. ​ ​ 29 Table of Contents ​ Operating Expenses ​ Year ended December 31, 2025 vs. 2024 vs. 2025 2024 2023 2024 2023 Operating expenses (in millions): Employee compensation and benefits $ 872.1 $ 716.1 $ 593.3 22 % 21 % Long-term incentive plans 183.7 166.6 167.4 10 % (0 )% Distribution expenses 556.3 520.9 455.9 7 % 14 % Investment administration 68.8 58.2 47.4 18 % 23 % Marketing 46.9 40.4 36.6 16 % 10 % General, administrative and occupancy (1) 348.3 300.8 294.6 16 % 2 % Impairment of assets 8.1 — — n/m* n/m* Depreciation and amortization 36.3 24.5 22.9 48 % 7 % Total operating expenses $ 2,120.5 $ 1,827.5 $ 1,618.1 16 % 13 % (1) General, administrative and occupancy expenses include $35.2 million, $20.3 million and $12.1 million of cloud-based asset amortization for the years ended December 31, 2025, 2024 and 2023, respectively. * n/m - Not meaningful.
As a result, the U.S. deferred tax assets and liabilities were revalued from 23.9% to 23.5%, creating a non-cash deferred tax benefit of $8.8 million. ​ (8) Adjustments for the year ended December 31, 2024, include the noncontrolling interest on amortization of acquisition related intangible assets. JHG management believes these non-cash and acquisition-related costs do not represent our ongoing operations.
As a result, the U.S. deferred tax assets and liabilities were revalued from 23.9% to 23.5%, creating a non-cash deferred tax benefit of $8.8 million. ​ (8) Reconciling items for the years ended December 31, 2025 and 2024, include an adjustment to remove the noncontrolling interest on amortization of acquisition-related intangible assets.
Year-over-year fluctuations in marketing expenses were primarily driven by changes in the level of advertising campaigns and sponsored events. ​ Investment administration Investment administration expenses, which represent fund administration and fund accounting, increased by $10.8 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to contractual changes with a third-party vendor.
Investment administration Investment administration expenses, which represent fund administration and fund accounting, increased by $10.6 million for the year ended December 31, 2025, compared to the same period in 2024, and by $10.8 million for the year ended December 31, 2024, compared to the same period in 2023, primarily due to contractual changes with a third-party vendor.
This decrease was partially offset by an increase of $6.4 million driven by market appreciation of mutual fund share awards and certain long-term incentive awards. ​ Long-term incentive plan expenses decreased $13.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decrease of $42.4 million for the roll-off of vested awards and the forfeiture of expense related to departed employees exceeding the roll-on of new awards and the acceleration of expense related to departed employees.
The increase was primarily due to a $12.4 million increase driven by market appreciation of mutual fund share awards and a $5.4 million increase related to the roll-on of new awards and accelerated expense recognition for departed employees, which exceeded the impact of vested awards roll-offs and forfeitures. ​ Long-term incentive plan expenses decreased by $0.8 million for the year ended December 31, 2024, compared to the same period in 2023, primarily due to a decrease of $8.3 million for the roll-off of vested awards and the forfeiture of awards related to departed employees exceeding the roll-on of new awards and the acceleration of expense related to departed employees.
Investment Performance of Assets Under Management ​ The following table is a summary of our investment performance as of December 31, 2024: ​ Percentage of AUM outperforming benchmark (1) : 1 year 3 years 5 years 10 years Equities 50 % 62 % 37 % 62 % Fixed Income 91 % 84 % 86 % 94 % Multi-Asset 93 % 96 % 97 % 97 % Alternatives 85 % 85 % 100 % 100 % Total 65 % 72 % 55 % 73 % ​ (1) Outperformance is measured based on composite performance gross of fees versus primary benchmark, except where a strategy has no benchmark index or corresponding composite in which case the most relevant metric is used: (1) composite gross fees versus zero for absolute return strategies, (2) fund net of fees versus primary index or (3) fund net of fees versus Morningstar peer group average or median.
Movements in investment gains, net and net income attributable to noncontrolling interests are primarily due to the consolidation and deconsolidation of third-party ownership interests in seeded investment products, as well as fair value adjustments related to those products. ​ Investment Performance of Assets Under Management ​ The following table is a summary of our investment performance as of December 31, 2025: ​ Percentage of AUM outperforming benchmark (1) : 1 year 3 years 5 years 10 years Equities 55 % 46 % 48 % 54 % Fixed Income 68 % 93 % 90 % 92 % Multi-Asset 96 % 96 % 98 % 97 % Alternatives 100 % 100 % 100 % 100 % Total 65 % 65 % 65 % 67 % ​ (1) Outperformance is measured based on composite performance gross of fees versus primary benchmark, except where a strategy has no benchmark index or corresponding composite in which case the most relevant metric is used: (1) composite gross of fees versus zero for absolute return strategies, (2) fund net of fees versus primary index or (3) fund net of fees versus Morningstar peer group average or median.
The Credit Facility includes an option for us to request an increase to our borrowing capacity under the Credit Facility of up to an additional $50.0 million. The maturity date of the Credit Facility is June 30, 2029.
The Credit Facility includes an option for us to request an increase to our borrowing capacity under the Credit Facility of up to an additional $50.0 million. The maturity date of the Credit Facility is June 30, 2030. As part of the Merger Agreement, our borrowings under the Credit Facility may not exceed $75 million absent consent from the Parent.
(3) Acquisitions relate to the acquisition of Tabula Investment Management (“Tabula”) and NBK Capital Partners (“NBK”), both completed in the third quarter 2024, and the acquisition of Victory Park Capital Advisors, LLC (“VPC”), which was completed in the fourth quarter 2024. Reclassifications relate to the reclassification of existing funds between capabilities.
(4) Acquisitions relate to the acquisition of Tabula and NBK, both completed in the third quarter of 2024, and the acquisition of VPC, which was completed in the fourth quarter of 2024. Reclassifications relate to the reclassification of existing funds between capabilities.
(2) Adjustments for the year ended December 31, 2024, include acquisition related expenses, the acceleration of long-term incentive plan expense and redundancy expense related to the departure of certain employees, and a $4.7 million insurance reimbursement related to a separately managed account trade error that occurred in 2023.
Reconciling items for the year ended December 31, 2024, primarily include: • An adjustment to remove the impact of an insurance reimbursement related to a separately managed account trade error that occurred in 2023. • An adjustment to remove employee redundancy expenses and the acceleration of long-term incentive plan expenses related to the departure of certain employees. • An adjustment to remove certain acquisition-related expenses. • An adjustment to remove the expense impact associated with a pass-through employee secondment arrangement with a joint venture.
There were no significant movements contributing to the year over year variance. 28 Table of Contents General, administrative and occupancy General, administrative and occupancy expenses increased $6.2 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to a $8.2 million increase in the amortization of capitalized cloud computing costs, primarily related to the order management system transformation project, which was completed in the second quarter of 2023, a $7.7 million increase in legal and professional fees primarily due to consultancy fees related to certain acquisition and other project costs, and a $4.2 million increase in hardware and software licensing costs.
The increase was primarily due to a $8.2 million increase in the amortization of capitalized cloud computing costs, primarily related to the order management system transformation project, which was completed in the second quarter of 2023, a $7.7 million increase in legal and professional fees primarily due to consultancy fees related to certain acquisition and other project costs, and a $4.2 million increase in hardware and software licensing costs.
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 and performance fees.
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.
On May 1, 2024, our Board of Directors approved the 2024 Corporate Buyback Program pursuant to which we are authorized to repurchase up to $150.0 million of our common stock, and on October 30, 2024, our Board of Directors approved an incremental share buyback authorization to repurchase up to an additional $50.0 million of our common stock at any time prior to the date of our 2025 Annual General Meeting of Shareholders.
On April 30, 2025, our Board of Directors approved the 2025 Corporate Buyback Program under which we were authorized to repurchase up to $200.0 million of our common stock at any time prior to the date of our 2026 Annual General Meeting of Shareholders.
Employee compensation and benefits Employee compensation and benefits increased $122.8 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily driven by an increase of $95.0 million in variable compensation, mainly due to higher profitability, an $11.8 million increase in fixed compensation costs due to higher average headcount, $9.6 million of base-pay increases and unfavorable foreign currency translation of $6.1 million. ​ Employee compensation and benefits decreased $18.2 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by a decrease of $18.1 million in variable compensation, primarily due to lower profitability, and a $13.7 million decline in fixed compensation costs due to lower average headcount.
The increase was primarily driven by an increase of $95.0 million in variable compensation, mainly due to higher profitability, an $11.8 million increase in fixed compensation costs due to higher average headcount, $9.6 million of base-pay increases and unfavorable foreign currency translation of $6.1 million.
During 2024, we repurchased 2,268,376 shares of common stock for $70.0 million. On May 1, 2024, our Board of Directors also approved the repurchase of up to 5 million additional shares of common stock to make grants to executives and employees at any time prior to the date of our 2025 Annual General Meeting of Shareholders.
On April 30, 2025, our Board of Directors approved the repurchase of up to 6,000,000 additional shares of common stock to make grants to executives and employees at any time prior to the date of our 2026 Annual General Meeting of Shareholders.
Liquidity and Capital Resources Our capital structure, together with available cash balances, cash flows generated from operations, and further capital and credit market activities, if necessary, should provide us with sufficient resources to meet present and future cash needs, including operating and other obligations as they fall due and anticipated future capital requirements.
(9) Diluted earnings per share is net income attributable to JHG common shareholders divided by weighted-average diluted common shares outstanding. ​ (10) Adjusted diluted earnings per share is adjusted net income attributable to JHG common shareholders divided by weighted-average diluted common shares outstanding. 34 Table of Contents Liquidity and Capital Resources Our capital structure, together with available cash balances, cash flows generated from operations, and further capital and credit market activities, if necessary, provides us with sufficient resources to meet present and future cash needs, including operating and other obligations as they fall due and anticipated future capital requirements.
(2) On March 31, 2022, we completed the sale of our 97%-owned Quantitative Equities subsidiary, Intech. * n/m - Not meaningful. Performance fees Performance fees are derived across a number of product ranges. U.S. mutual fund performance fees are recognized on a monthly basis, while all other performance fees are recognized on a quarterly or annual basis.
Performance fees Performance fees are derived across a number of product ranges. U.S. mutual fund performance fees are recognized on a monthly basis, while all other performance fees are recognized on a quarterly or annual basis.
Disposal activity in 2022 relates to the sale of Intech. ​ 24 Table of Contents Average Assets Under Management The following table presents our average AUM by capability for the years ended December 31, 2024, 2023 and 2022 (in billions): Average AUM Year ended December 31, 2024 vs. 2023 vs.
Acquisitions relate to the acquisition of Tabula and NBK, both completed in the third quarter of 2024, and the acquisition of VPC, which was completed in the fourth quarter of 2024. ​ 26 Table of Contents Average Assets Under Management The following table presents our average AUM by capability for the years ended December 31, 2025, 2024 and 2023 (in billions): Average AUM Year ended December 31, 2025 vs. 2024 vs.
As of December 31, 2024, cumulative shares repurchased under the 2024 Share Plan Repurchases were 250,001 shares for $8.6 million. Dividends The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors, including our results of operations, financial condition, capital requirements, general business conditions and legal requirements.
Dividends The payment of cash dividends is within the discretion of our Board of Directors and depends on many factors, including, but not limited to, our results of operations, financial condition, capital requirements, general business conditions and legal requirements.
Key drivers of the increase include the following: ● An increase of $65.0 million in distribution expenses primarily due to higher average AUM. ​ ● An increase of $122.8 million in employee compensation and benefits primarily due to higher variable compensation expenses. ​ Operating income for the year ended December 31, 2024, was $645.7 million, an increase of $162.0 million, or 33%, compared to the year ended December 31, 2023.
Key drivers of the increase include the following: ● An increase of $156.0 million in employee compensation and benefits primarily due to higher variable compensation expenses. ​ ● An increase of $47.5 million in general, administrative and occupancy expenses primarily due to the accelerated amortization of capitalized cloud computing costs, and higher charitable contributions and market data costs. ​ ● An increase of $35.4 million in distribution expenses, primarily due to higher average AUM. ​ 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.
The results of the goodwill assessment revealed it is more likely than not that the estimated fair value of the reporting unit was greater than the carrying value as of October 1, 2024.
The results of the goodwill assessment revealed it is more likely than not that the estimated fair value of the reporting unit was greater than the carrying value as of October 1, 2025. The most significant inputs into the enterprise value assessment are our stock price. ​ We also assessed the indefinite-lived intangible assets for impairment as of October 1.
The arrangement is pass-through in nature, and we believe the costs do not represent our ongoing operations. ​ (3) Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses.
JHG management believes these costs do not represent our ongoing operations. ​ (3) Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries and businesses. Such contracts are recognized at the net present value of the expected future cash flows arising from the contracts at the date of acquisition.
Meaningful foreign currency translation impacts to our operating expenses are discussed in the Operating Expenses section below. ​ 25 Table of Contents Revenue Year ended December 31, 2024 vs. 2023 vs. 2024 2023 2022 2023 2022 Revenue (in millions): Management fees $ 1,957.7 $ 1,700.1 $ 1,799.4 15 % (6 )% Performance fees 70.4 5.1 (10.7 ) n/m* n/m* Shareowner servicing fees 240.7 213.3 224.0 13 % (5 )% Other revenue 204.4 183.3 190.9 12 % (4 )% Total revenue $ 2,473.2 $ 2,101.8 $ 2,203.6 18 % (5 )% * n/m - Not meaningful. ​ Management fees Management fees increased $257.6 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to an improvement in average AUM. ​ Management fees decreased $99.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a decline in average AUM. ​ Average net management fee margins, by capability, consisted of the following for the years ended December 31, 2024, 2023 and 2022: ​ ​ Year ended December 31, 2024 vs. 2023 vs. ​ 2024 2023 2022 2023 2022 Average net management fee margin (bps) (1) : Equities 53.7 54.4 55.2 (1 )% (1 )% Fixed Income 26.2 27.8 29.6 (6 )% (6 )% Multi-Asset 53.2 52.9 53.1 1 % (0 )% Alternatives 75.6 61.9 60.4 22 % 2 % Quantitative Equities (2) — — 15.8 n/m* (100 )% Total average 48.6 48.9 48.9 (1 )% — % ​ (1) Net management fee margins are based on management fees net of distribution expenses.
Meaningful foreign currency translation impacts to our operating expenses are discussed in the Operating Expenses section below. ​ 27 Table of Contents Revenue Year ended December 31, 2025 vs. 2024 vs. 2025 2024 2023 2024 2023 Revenue (in millions): Management fees $ 2,168.3 $ 1,957.7 $ 1,700.1 11 % 15 % Performance fees 460.0 70.4 5.1 n/m* n/m* Shareowner servicing fees 257.3 240.7 213.3 7 % 13 % Other revenue 211.7 204.4 183.3 4 % 12 % Total revenue $ 3,097.3 $ 2,473.2 $ 2,101.8 25 % 18 % * n/m - Not meaningful. ​ Management fees Management fees increased by $210.6 million for the year ended December 31, 2025, compared to the same period in 2024.
At the latest practicable date before the date of this report, we were in compliance with all covenants, and there were no outstanding borrowings under the Credit Facility.
At the latest practicable date before the date of this report, our credit rating was at or above the threshold established by the Credit Facility, and there were no borrowings under the Credit Facility.
(2) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD.
(2) Net sales (redemptions) include impact of predominantly investment-grade public fixed income assets from Guardian’s general account. (3) FX reflects movements in AUM resulting from changes in foreign currency rates as non-USD-denominated AUM is translated into USD.
The key drivers of the increase were: ​ ● An increase of $257.6 million in management fees primarily due to the impact of higher average AUM. ● An increase of $65.3 million in performance fees due to an improvement in the performance of U.S. mutual funds, SICAVs and absolute return funds and other funds. ​Total operating expenses for the year ended December 31, 2024, were $1,827.5 million, an increase of $209.4 million, or 13%, compared to operating expenses for the year ended December 31, 2023.
The key drivers of the increase were: ​ ● An increase of $389.6 million in performance fees primarily due to annual performance fees generated from certain funds. ● An increase of $210.6 million in management fees primarily due to the impact of higher average AUM. ​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.
These increases were partially offset by unfavorable foreign currency revaluation of $15.2 million, a $13.4 million provision for a credit loss, an $11.9 million contingent consideration fair value adjustment and a $4.7 million reclassification of accumulated foreign currency translation adjustments to net income related to liquidated JHG entities. ​ Income tax provision ​ Our effective tax rates for the years ended December 31, 2024, 2023 and 2022, were as follows: Year ended December 31, 2024 2023 2022 Effective tax rate 27.2 % 19.0 % 26.9 % The effective tax rate for the year ended December 31, 2024, compared to the same period in 2023, was impacted by the reclassification of accumulated foreign currency translation adjustments to net income from liquidated JHG entities that are treated as non-deductible for tax purposes.
The effective tax rate for the year ended December 31, 2024, compared to the same period in 2023, was impacted by the reclassification of accumulated foreign currency translation adjustments to net income from liquidated JHG entities that are treated as non-deductible for tax purposes.
Dividends declared and paid during the year ended December 31, 2024, were as follows: ​ Dividend ​ Date Dividends paid ​ Date per share declared (in US$ millions) paid $ 0.39 ​ January 31, 2024 $ 63.2 ​ February 28, 2024 $ 0.39 ​ May 1, 2024 $ 62.6 ​ May 29, 2024 $ 0.39 ​ July 31, 2024 $ 62.3 ​ August 28, 2024 $ 0.39 ​ October 30, 2024 $ 62.0 ​ November 27, 2024 ​ On January 30, 2025, our Board of Directors declared a cash dividend of $0.39 per share.
Dividends declared and paid during the year ended December 31, 2025, were as follows: ​ Dividend Date Dividends paid Date per share declared (in US$ millions) paid $ 0.39 January 30, 2025 $ 61.5 February 27, 2025 $ 0.40 April 30, 2025 $ 63.8 May 29, 2025 $ 0.40 July 30, 2025 $ 62.4 August 28, 2025 $ 0.40 October 29, 2025 $ 61.5 November 26, 2025 ​ As part of the Merger Agreement, we have suspended any quarterly dividends that would otherwise be declared and paid on our common stock during the period from the date of the Merger Agreement through the earlier of the closing of the Merger or the termination of the Merger Agreement.
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.
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.
Distribution expenses Distribution expenses are paid to financial intermediaries for the distribution of our retail investment products and are typically calculated based on the amount of the intermediary-sourced AUM.
This decrease was partially offset by an increase of $6.4 million driven by market appreciation of mutual fund share awards and certain long-term incentive awards. Distribution expenses Distribution expenses are paid to financial intermediaries for distributing and servicing our retail investment products and are typically calculated based on the amount of the intermediary-sourced AUM.
Marketing Marketing expenses increased by $3.8 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, and increased by $9.5 million during the year ended December 31, 2023, compared to the year ended December 31, 2022.
Depreciation and amortization expenses increased by $1.6 million for the year ended December 31, 2024, compared to the same period in 2023.
These increases were partially offset by a $9.3 million charge related to a separately managed account trade error recognized during 2023 and a subsequent insurance reimbursement of $4.7 million recognized during 2024. ​ General, administrative and occupancy expenses increased $15.3 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to a $9.6 million increase in the amortization of capitalized cloud computing costs, primarily related to the order management system transformation project, which was completed in the second quarter of 2023, a $9.3 million charge related to a separately managed account trade error and a $4.0 million increase in software costs primarily related to application licensing fees.
These increases were partially offset by a $9.3 million charge related to a separately managed account trade error recognized during 2023 and a subsequent insurance reimbursement of $4.7 million recognized during 2024. Impairment of assets ​ Asset impairment charges increased by $8.1 million for the year ended December 31, 2025, compared to the same period in 2024.
The anticipated growth in our non-compensation expense is due to planned investments supporting our strategic initiatives and operational efficiencies, as well as anticipated inflation and the full-year impact of the consolidation of VPC, NBK and Tabula. ​ Non-Operating Income and Expenses Year ended December 31, 2024 vs. 2023 vs. 2024 2023 2022 2023 2022 Non-operating income and expenses (in millions): Interest expense $ (18.0 ) $ (12.7 ) $ (12.6 ) (42 )% (1 )% Investment gains (losses), net 70.8 43.4 (113.3 ) 63 % n/m* Other non-operating income (expense), net (86.6 ) 12.6 11.5 n/m* 10 % Income tax provision (166.3 ) (100.3 ) (100.9 ) (66 )% 1 % * n/m - Not meaningful. ​ Interest expense Interest expense increased by $5.3 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the issuance of the 5.450% Senior Notes due 2034 (“2034 Senior Notes”) in the fourth quarter 2024.
There were no significant movements contributing to the year-over-year variance. ​ Non-Operating Income and Expenses Year ended December 31, 2025 vs. 2024 vs. 2025 2024 2023 2024 2023 Non-operating income and expenses (in millions): Interest expense $ (24.2 ) $ (18.0 ) $ (12.7 ) 34 % 42 % Investment gains, net 146.9 70.8 43.4 n/m* 63 % Other non-operating income (expense), net 53.8 (86.6 ) 12.6 n/m* n/m* Income tax provision (245.7 ) (166.3 ) (100.3 ) 48 % 66 % * n/m - Not meaningful. ​ Interest expense Interest expense increased by $6.2 million for the year ended December 31, 2025, compared to the same period in 2024, and by $5.3 million for the year ended December 31, 2024, compared to the same period in 2023.
Our strategy revolves around three strategic pillars: Protect & Grow, Amplify, and Diversify, emphasizing relentless focus and disciplined execution in our core business for future success as a global active asset manager. Our strategy aims to foster sustained organic growth while also capitalizing on opportunistic inorganic growth opportunities to generate value for all of our stakeholders.
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.
By capability: 2024 2023 2022 2023 2022 Equities $ 224.7 $ 191.6 $ 193.2 17 % (1 )% Fixed Income 75.6 65.5 67.2 15 % (3 )% Multi-Asset 51.6 47.1 49.2 10 % (4 )% Alternatives 10.2 9.6 11.5 6 % (17 )% Quantitative Equities (1) — — 7.7 — % (100 )% Total $ 362.1 $ 313.8 $ 328.8 15 % (5 )% (1) On March 31, 2022, we completed the sale of our 97%-owned Quantitative Equities subsidiary, Intech.
By capability: 2025 2024 2023 2024 2023 Equities $ 240.1 $ 224.7 $ 191.6 7 % 17 % Fixed Income 120.4 75.6 65.5 59 % 15 % Multi-Asset 55.3 51.6 47.1 7 % 10 % Alternatives 16.0 10.2 9.6 57 % 6 % Total $ 431.8 $ 362.1 $ 313.8 19 % 15 % Closing Assets Under Management The following table presents our closing AUM by client location, as of December 31, 2025, 2024 and 2023 (in billions): ​ Closing AUM December 31, 2025 vs. 2024 vs.
The arrangement is pass-through in nature, and we believe the costs do not represent our ongoing operations.
The arrangement is pass-through in nature, and we believe the costs do not represent our ongoing operations. 33 Table of Contents (2) Reconciling items for the year ended December 31, 2025, primarily include: • In the year ended December 31, 2025, we recognized significant performance fees from certain of our funds.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe were party to the following derivative instruments as of December 31, 2024 and 2023 (in millions): ​ ​ Notional value ​ December 31, 2024 December 31, 2023 Futures and contracts for difference $ 789.0 $ 1,018.0 Credit default swaps $ 148.5 $ 199.7 Total return swaps $ 69.7 $ 51.8 Foreign currency forward contracts $ 328.2 $ 176.2 ​ Changes in fair value of derivative instruments are recognized during the period in which they occur in investment gains (losses), net in the Consolidated Statements of Comprehensive Income.
Biggest changeWe were party to the following derivative instruments as of December 31, 2025 and 2024 (in millions): ​ Notional value December 31, 2025 December 31, 2024 Futures and contracts for difference $ 1,594.1 $ 789.0 Credit default swaps $ 184.6 $ 148.5 Total return swaps $ 34.9 $ 69.7 Foreign currency forward contracts $ 300.3 $ 328.2 TBAs $ 40.2 $ 9.1 ​ Changes in fair value of derivative instruments are recognized during the period in which they occur in investment gains, net in the Consolidated Statements of Comprehensive Income.
Although fluctuations in the financial markets have a direct effect on our operating results, AUM may outperform or underperform the financial markets. As such, quantifying the impact of correlation between AUM and our operating results would be misleading. 36 Table of Contents Performance Fees Performance fee revenue is derived from a number of funds and clients.
Although fluctuations in the financial markets have a direct effect on our operating results, AUM may outperform or underperform the financial markets. As such, quantifying the impact of correlation between AUM and our operating results would be misleading. 39 Table of Contents Performance Fees Performance fee revenue is derived from a number of funds and clients.
We manage our currency exposure by monitoring foreign currency positions. We seek to naturally offset exposures where possible and actively hedge certain exposures on a case-by-case basis. 37 Table of Contents
We manage our currency exposure by monitoring foreign currency positions. We seek to naturally offset exposures where possible and actively hedge certain exposures on a case-by-case basis. 40 Table of Contents
Investments ​ At December 31, 2024, we were exposed to market price risk as a result of investments in our Consolidated Balance Sheets.
Investments ​ At December 31, 2025, we were exposed to market price risk as a result of investments in our Consolidated Balance Sheets.
Derivative Instruments Derivative Instruments Used to Hedge Seeded Investment Products We maintain an economic hedge program that uses derivative instruments to mitigate against market exposure of certain seeded investments by using index and commodity futures (“futures”), contracts for difference, credit default swaps and total return swaps.
Derivative Instruments Derivative Instruments Used to Hedge Seeded Investment Products We maintain an economic hedge program that uses derivative instruments to mitigate against market exposure of certain seeded investments by using index and commodity futures (“futures”), contracts for difference, credit default swaps, total return swaps and To-Be-Announced securities (“TBAs”).
The program uses foreign currency forward contracts and swaps to achieve its objectives, and it is considered an economic hedge for accounting purposes. ​ The notional value of the foreign currency forward contracts and swaps was $38.4 million and $65.3 million at December 31, 2024 and 2023, respectively.
The program uses foreign currency forward contracts and swaps to achieve its objectives, and it is considered an economic hedge for accounting purposes. ​ The notional value of the foreign currency forward contracts and swaps was nil and $38.4 million at December 31, 2025 and 2024, respectively.
Our performance fees depend on internal performance and market trends, and are, therefore, subject to volatility year-over-year. We recognized performance fees of $70.4 million, $5.1 million, and $(10.7) million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024 and 2023, our AUM subject to performance fees totaled $110.0 billion and $94.5 billion, respectively.
Our performance fees depend on internal performance and market trends, and are, therefore, subject to volatility year-over-year. We recognized performance fees of $460.0 million, $70.4 million and $5.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. At December 31, 2025 and 2024, our AUM subject to performance fees totaled $128.4 billion and $110.0 billion, respectively.
The following is a summary of the effect that a hypothetical 10% increase or decrease in market prices would have on our current investments subject to market price fluctuations as of December 31, 2024 (in millions): ​ ​ Fair value Fair value ​ ​ assuming a 10% assuming a 10% ​ Fair value increase decrease Current investments: Seeded investment products (including VIEs) $ 803.6 $ 884.0 $ 723.2 Investments related to deferred compensation plans 29.8 32.8 26.8 Other investments 5.8 6.4 5.2 Total current investments $ 839.2 $ 923.1 $ 755.3 ​ Certain investments include debt securities that contribute to the achievement of defined investment objectives.
The following is a summary of the effect that a hypothetical 10% increase or decrease in market prices would have on our current investments subject to market price fluctuations as of December 31, 2025 (in millions): Fair value Fair value assuming a 10% assuming a 10% Fair value increase decrease Current investments: Seeded investment products (including VIEs) $ 1,466.4 $ 1,613.0 $ 1,319.8 Investments related to deferred compensation plans 63.0 69.3 56.7 Other investments 4.3 4.7 3.9 Total current investments $ 1,533.7 $ 1,687.1 $ 1,380.3 ​ Certain investments include debt securities that contribute to the achievement of defined investment objectives.

Other JHG 10-K year-over-year comparisons