Trian Fund Management SC 13DInvesco / TRIAN FUND MANAGEMENT ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

INVESCO LTD.

(Name of Issuer)

Common Stock, par value $0.20 per share

(Title of Class of Securities)

G491BT108

(CUSIP Number)

Brian L. Schorr, Esq.

Trian Fund Management, L.P.

280 Park Avenue, 41st Floor

New York, NY 10017

Tel. No.: (212) 451-3000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 12, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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*Calculated based on 449,831,075 shares of Common Stock outstanding as of March 31, 2024, as reported in the Issuer’s Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”).

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*Calculated based on 449,831,075 shares of Common Stock outstanding as of March 31, 2024, as reported in the Issuer’s Form 10-Q.

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* Calculated based on 449,831,075 shares of Common Stock outstanding as of March 31, 2024, as reported in the Issuer’s Form 10-Q.

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* Calculated based on 449,831,075 shares of Common Stock outstanding as of March 31, 2024, as reported in the Issuer’s Form 10-Q.

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* Calculated based on 449,831,075 shares of Common Stock outstanding as of March 31, 2024, as reported in the Issuer’s Form 10-Q.

This Amendment No. 10 (“Amendment No. 10”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on September 22, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 (“Amendment No. 1”) filed on November 5, 2020, Amendment No. 2 filed on December 15, 2021, Amendment No. 3 filed on February 1, 2022, Amendment No. 4 filed on March 25, 2022, Amendment No. 5 filed on April 1, 2022, Amendment No. 6 filed on January 25, 2023, Amendment No. 7 filed on January 31, 2023, Amendment No. 8 filed on February 16, 2023, and Amendment No. 9 filed on June 2, 2023 (as amended, the “Schedule 13D”), relating to the Common Stock, par value $0.20 per share (the “Shares”), of Invesco Ltd., a Bermuda exempted company (the “Issuer”). The address of the principal executive office of the Issuer is 1555 Peachtree Street, NE., Suite 1800, Atlanta, Georgia 30309.

Capitalized terms not defined herein shall have the meanings ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Items 4 and 5 of the Schedule 13D are hereby amended as follows:

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

The sales of Shares by Reporting Persons reported below in Item 5 were done for portfolio management purposes.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:

(a) As of 4:00 p.m., New York City time, on June 14, 2024, the Reporting Persons beneficially owned, in the aggregate, 27,223,734 Shares, representing approximately 6.05% of the Issuer’s outstanding Shares (calculated based on 449,831,075 Shares outstanding as of March 31, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

(b) Each of Trian AM Holdco and Trian Management beneficially and directly owns and has sole voting power and sole dispositive power with regard to 27,213,921 and 9,813 Shares, respectively, except to the extent that other Reporting Persons as described in this Item 5(b) may be deemed to have shared voting power and shared dispositive power with regard to such Shares.

(c) Set forth below is a list of all transactions with respect to the Shares effected by any of the Reporting Persons since the filing of Amendment No. 9, inclusive of all transactions effected through 4:00 pm, New York City time, on June 14, 2024. All such transactions listed in the table below were effected in the open market. The prices set forth in the table do not include commissions.

On June 14, 2024, Trian AM Holdco transferred 101,846 Shares to Trian AM Holdco LP, which distributed those Shares in-kind to a limited partner.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Dated: June 14, 2024