Enhanced Financial Terms Provide Higher Value and Greater Certainty for Janus Henderson Shareholders; Materially Exceeds Value of Trian's Contemplated Transaction

Gives Special Committee Another Opportunity to Consider Improved, Superior Proposal from Independent Third Party

Victory Capital Holdings, Inc. (NASDAQ:VCTR) ("Victory Capital" or the "Company") today sent a letter to the Special Committee of the Board of Directors of Janus Henderson Group plc (NYSE:JHG) ("Janus Henderson"), delivering an improved, actionable and clearly superior proposal to acquire Janus Henderson.

Under the enhanced financial terms of Victory Capital's revised proposal, Janus Henderson shareholders would receive $40.00 per share in cash and a fixed exchange ratio of 0.250 shares of Victory Capital common stock for each Janus Henderson share owned, translating to 31% ownership in a combined asset manager with a path to meaningful future value creation. The $10.00 additional cash consideration per share in the improved proposal provides significantly greater certainty to Janus Henderson shareholders.

Based on Victory Capital's closing share price as of March 16, 2026, Janus Henderson shareholders would receive total consideration of $56.84 per Janus Henderson share, representing $3.26 in additional per share consideration to our prior proposal and reflecting a 37% premium to Janus Henderson's unaffected share price as of October 24, 2025. Based on Victory Capital's unaffected share price immediately prior to submitting its proposal on February 26, 2026, Janus Henderson shareholders would receive total consideration of $59.32 per Janus Henderson share reflecting a 42% premium to Janus Henderson's unaffected share price. The revised proposal reflects $1.2bn of incremental aggregate consideration and a 16% premium to the Trian proposal.

Victory Capital's compelling improved proposal is fully actionable and is fully financed with no financing out. While Victory Capital remains highly confident in the synergy opportunity for the combined company outlined in its prior proposal, the Company's committed financing does not rely on the full realization of such synergies. The financing is structured conservatively, independent of synergies and is based on the credit profile and cash flow generation ability of the combined business exclusive of any expected cost savings.

David C. Brown, Chairman and Chief Executive Officer of Victory Capital, said: "Victory Capital's improved proposal provides Janus Henderson shareholders meaningful upfront cash value, while allowing them to retain significant ownership in a stronger combined company positioned for long-term growth. We are encouraged by the positive response shareholders have proactively communicated to us about our prior proposal and believe it clearly provides superior value compared to the currently contemplated transaction.