Trian's Efforts to Blanket Market with Misinformation Should Not Deny Janus Henderson Shareholders a Superior and Compelling Opportunity

Victory Capital's Exceptional Financial Performance Underscores Strong Fundamentals and Reinforces Ability to Generate Long-Term Value

Victory Capital Holdings, Inc. (NASDAQ:VCTR) ("Victory Capital" or the "Company") today set the record straight on the actionability of its clearly superior proposal to acquire Janus Henderson Group plc (NYSE:JHG) ("Janus Henderson").

Victory Capital has put forward a proposal in which 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 which provides full value for Janus Henderson today plus 31% ownership in a stronger, more competitive asset management platform. This proposal represents total consideration of $57.05 per Janus Henderson share.1 In contrast, Trian is attempting to purchase Janus Henderson at $49.00 per share. That might be attractive to Trian, but it represents a lost opportunity for Janus Henderson shareholders, especially in light of Victory Capital's proposal.

The clearly superior nature of Victory Capital's proposal was underscored in analysis conducted by Janus Henderson's own financial advisor, which clearly demonstrates the upside potential of Victory Capital's proposal through pro forma value creation and increased share price across 34 of 36 potential scenarios identified by Janus Henderson's advisor even prior to Victory Capital's current improved proposal.2

Unfortunately, to the detriment of Janus Henderson's non-Trian shareholders, the public discourse around Victory Capital's superior proposal is being littered with misinformation.

Recent media reports have included statements from unnamed sources regarding Janus Henderson employees' and clients' purported views on the Victory deal. These statements are a clear attempt to manufacture uncertainty in the market around Victory Capital's ability to close the proposed transaction with Janus Henderson.

Meanwhile, the Special Committee of the Janus Henderson Board of Directors (the "Special Committee") has yet to provide Victory Capital with the opportunity to share its perspective for the combined company in a professional and detailed manner with either the Special Committee or Janus Henderson's stakeholders. As a result, Victory Capital believes that anything that has been represented to date to Janus Henderson clients and employees regarding Victory Capital's intentions, culture, client servicing and operational plans fails to reflect Victory Capital's vision and track record, and also appears to have been presented to these constituents by individuals who do not have direct information about Victory Capital and likely stand to benefit from completing the currently contemplated Trian transaction.

Further, it is worth noting that the clients cited in recent media coverage – the wealth-management units of Morgan Stanley and Citigroup – are investment management clients of both Victory Capital and Janus Henderson who understand the true value of Victory Capital's products. Victory Capital has been told that those statements in the press do not reflect the corporate positions of these institutions, and, moreover, it would not be industry practice for a client to comment publicly on a transaction or client matters, especially at this point in the process. Victory Capital believes these are manufactured attempts by those who stand to benefit from the transaction to create uncertainty and doubt about Victory Capital's superior proposal.

In addition, Trian's "Perspectives on Victory Capital and its Proposals" presentation released on March 20, 2026 should be taken for what it is – misguided and manipulative observations aimed at salvaging its inferior, insider deal.