Janus Living, Inc.

Previous wording

As more fully set forth under “Risk Factors” in our prospectus filed on March 23, 2026 with the Securities and Exchange Commission (“SEC”), as part of our Registration Statement on Form S-11 (File No. 333-293835) (such prospectus and registration statement, the “Registration Statement”), principal risks and uncertainties that may cause our actual results to differ materially from the expectations contained in the forward-looking statements include, among other things:

Current wording

As more fully set forth under “Risk Factors” in our prospectus filed on June 3, 2026 with the Securities and Exchange Commission (“SEC”), as part of our Registration Statement on Form S-11 (File No. 333-296384) (such prospectus and registration statement, the “Registration Statement”), principal risks and uncertainties that may cause our actual results to differ materially from the expectations contained in the forward-looking statements include, among other things:

Previous wording

•operational risks associated with our communities, all of which are owned and operated under RIDEA (as defined below) structures;

Current wording

•operational risks associated with our communities, all of which are owned and operated under RIDEA (as defined below) or similar structures;

Previous wording

•Healthpeak’s failure to qualify as a REIT during certain periods prior to this offering;

Current wording

•Healthpeak’s failure to qualify as a REIT during certain periods prior to our IPO;

Previous wording

The information set forth in this Item 2 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations. We will discuss and provide our analysis in the following order:

Current wording

The information set forth in this Item 2 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations and should be read in conjunction with the Combined and Consolidated Financial Statements and accompanying Notes. We will discuss and provide our analysis in the following order:

Previous wording

Janus Living, Inc. (“Janus Living” or the “Company”) is a pure-play senior housing real estate investment trust (“REIT”), and the only United States (“U.S.”) publicly traded REIT whose portfolio is owned and operated under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) structures. Janus Living has a portfolio consisting of 40 senior housing communities, comprised of 11,252 units as of March 31, 2026. Our communities are located primarily in major retirement markets across 12 states, with units in Florida and Texas representing 67% of the total units as of March 31, 2026. Services provided by our operators under a RIDEA structure are primarily paid for directly by the residents, rather than governmental reimbursement programs, which provides Janus Living with greater visibility into operating cash flow from our communities. Janus Living is externally managed by Healthpeak Investment Management, LLC (the “Manager”), an indirect subsidiary of Healthpeak Properties, Inc. (“Healthpeak”). On March 23, 2026, the Company completed its initial public offering to become a newly formed public company (see “—Company Highlights—Initial Public Offering” below).

Current wording

Janus Living, Inc. (“Janus Living” or the “Company”) is a pure-play senior housing real estate investment trust (“REIT”), and the only United States (“U.S.”) publicly traded REIT whose portfolio is owned and operated under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) or similar structures. Janus Living has a portfolio consisting of 41 senior housing communities, comprised of 11,420 units as of June 30, 2026. Our communities are located primarily in major retirement markets across 13 states, with units in Florida and Texas representing 64% of the total units as of June 30, 2026. Services provided by our operators under a RIDEA or similar structure are primarily paid for directly by the residents, rather than governmental reimbursement programs, which provides Janus Living with greater visibility into operating cash flow from our communities. Janus Living is externally managed by the Manager, an indirect subsidiary of Healthpeak Properties, Inc. (“Healthpeak”). On March 23, 2026, the Company completed its initial public offering to become a newly formed public company (see “—Company Highlights—Initial Public Offering” below).

Previous wording

At March 31, 2026, our portfolio of investments included 40 senior housing communities. The following table summarizes information for the three months ended March 31, 2026 (dollars in thousands):

Current wording

At June 30, 2026, our portfolio of investments included 41 senior housing communities. The following table summarizes certain financial information for the three months ended June 30, 2026 (dollars in thousands):

Previous wording

For a description of our significant activities during three months ended March 31, 2026, see “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Highlights” in this report.

Current wording

For a description of our significant activities during the three and six months ended June 30, 2026, see “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Highlights” in this report.

Previous wording

(i)Drive External Growth Through Disciplined Acquisitions: We intend to expand our senior housing footprint through disciplined acquisitions of high-quality senior housing communities, with a particular focus on assets that can be integrated into our RIDEA operating platform. We believe the RIDEA structure offers superior alignment between ownership and operations, enabling us to actively participate in upside performance while maintaining flexibility in operator selection and asset strategy. We prioritize acquisitions in both existing markets—where we can leverage operational synergies—and new U.S. geographies that exhibit favorable demographic trends, limited new supply, and strong fundamentals. We see meaningful opportunity to scale our portfolio with both new and existing operators, who bring deep market knowledge and access to proprietary deal flow, and who share our commitment to quality, compliance, and resident outcomes. Our external growth strategy is grounded in our Manager’s rigorous underwriting, local market intelligence, and a disciplined approach to capital deployment, all of which positions us to expand our platform while maintaining operational excellence.

Current wording

(i)Drive External Growth Through Disciplined Acquisitions: We intend to expand our senior housing footprint through disciplined acquisitions of high-quality senior housing communities, with a particular focus on assets that can be integrated into our RIDEA operating platform. We believe the RIDEA or similar structures offer superior alignment between ownership and operations, enabling us to actively participate in upside performance while maintaining flexibility in operator selection and asset strategy. We prioritize acquisitions in both existing markets—where we can leverage operational synergies—and new U.S. geographies that exhibit favorable demographic trends, limited new supply, and strong fundamentals. We see meaningful opportunity to scale our portfolio with both new and existing operators, who bring deep market knowledge and access to proprietary deal flow, and who share our commitment to quality, compliance, and resident outcomes. Our external growth strategy is grounded in our Manager’s rigorous underwriting, local market intelligence, and a disciplined approach to capital deployment, all of which positions us to expand our platform while maintaining operational excellence.

Previous wording

Elevated interest rates and volatility in public and private equity and fixed income markets have led to increased costs and limitations on the availability of capital and have adversely impacted, and could continue to adversely impact, our borrowing costs, the fair value of our fixed rate instruments, transaction volume, and real estate values generally, including our senior housing communities.

Current wording

Elevated interest rates and volatility in public and private equity and fixed income markets have led to increased costs and limitations on the availability of capital and have adversely impacted, and could continue to adversely impact, our borrowing costs, the fair value of fixed rate instruments, transaction volume, and real estate values generally, including our senior housing communities.

Previous wording

In addition, we and our operators may be affected by various factors over which we and they have no control. Those factors include, without limitation, the overall health of the economy, inflation pressures, labor supply and cost, ability to hire and maintain qualified staff, ability to control other rising operating or construction costs, changes in the supply of or demand for competing senior housing properties, the potential for significant reform in healthcare policy or regulation, and the impact of any infectious disease and epidemic outbreaks. We cannot presently predict what impact these potential events may have on our operating results and cash flows, if any.

Current wording

In addition, we and our operators may be affected by various factors over which we and they have no control. Those factors include, without limitation, the overall health of the economy, inflation pressures, supply chain issues, labor supply and cost, ability to hire and maintain qualified staff, ability to control other rising operating or construction costs, changes in the supply of or demand for competing senior housing properties, the potential for significant reform in healthcare policy or regulation, and the impact of any infectious disease and epidemic outbreaks. We cannot presently predict what impact these potential events may have on our operating results and cash flows, if any.

Previous wording

See “Risk Factors” in the Registration Statement for additional discussion of the risks posed by macroeconomic conditions, as well as the uncertainties we and our tenants, operators, and borrowers may face as a result.

Current wording

See “Risk Factors” in the Registration Statement for additional discussion of the risks posed by macroeconomic conditions, as well as the uncertainties we and our operators may face as a result.

Previous wording

•In January 2026, we acquired our joint venture partner’s 46.5% interest in SH 2019 Ventures, LLV (the “JV”) for $312 million (“JV Buyout”).

Current wording

•In January 2026, we acquired our joint venture partner’s 46.5% interest in SH 2019 Ventures, LLC (the “JV”) for $312 million (“JV Buyout”).

Previous wording

•In March 2026, we acquired (i) a portfolio of two senior housing communities in Atlanta, Georgia for $240 million, (ii) a portfolio of three senior housing communities in Orlando, Florida for $121 million, and (iii) one senior housing community in Seattle, Washington for $41 million.

Current wording

•During the three months ended March 31, 2026, we acquired (i) a portfolio of two senior housing communities in Atlanta, Georgia for $240 million, (ii) a portfolio of three senior housing communities in Orlando, Florida for $121 million, and (iii) one senior housing community in Seattle, Washington for $41 million.

Previous wording

We have one operating segment, senior housing, based on how our Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, assesses performance and allocates resources. Our reportable segment, as determined in accordance with ASC 280, Segment Reporting, is the same as our operating segment. Our senior housing properties are operated through RIDEA structures. We evaluate performance based: (i) on net income (loss) as reported on our Combined and Consolidated Statements of Operations, as we believe it provides a comprehensive indication of overall results of operations and (ii) Adjusted NOI as further described below. The accounting policies of the senior housing segment are the same as those described in the Note 2 to the combined financial statements for the fiscal year ended December 31, 2025 included in our Registration Statement, as updated by Note 2 herein.

Current wording

We have one operating segment, senior housing, based on how our Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, assesses performance and allocates resources. Our reportable segment, as determined in accordance with ASC 280, Segment Reporting, is the same as our operating segment. Our senior housing properties are operated through RIDEA or similar structures. We evaluate performance based: (i) on net income (loss) as reported on our Combined and Consolidated Statements of Operations, as we believe it provides a comprehensive indication of overall results of operations and (ii) Adjusted NOI, as further described below. The accounting policies of our reportable segment are the same as those described in the Note 2 to the combined financial statements for the fiscal year ended December 31, 2025 included in our Registration Statement, as updated by Note 2 herein.

Previous wording

NOI and Adjusted NOI are non-U.S. generally accepted accounting principals (“GAAP”) supplemental financial measures used to evaluate the performance of our business. NOI represents resident fees and services less property level operating expenses. Adjusted NOI is calculated as NOI after eliminating the effects of operator transition costs and actuarial reserves for insurance claims that have been incurred but not reported. NOI and Adjusted NOI exclude all other financial statement amounts included in net income (loss). NOI and Adjusted NOI are calculated as NOI and Adjusted NOI, respectively, from our properties, using our share of NOI and Adjusted NOI, respectively, from the JV (calculated by applying our actual ownership percentage for the period) and excluding noncontrolling interests’ share from consolidated joint ventures (calculated by applying our actual ownership percentage for the period) of NOI and Adjusted NOI, respectively. Prior to the JV Buyout, we utilized our share of NOI and Adjusted NOI in assessing our performance as the JV contributed to our performance. Our share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. Prior to the JV Buyout, we did not control the JV, and the pro rata presentations of reconciling items included in NOI and Adjusted NOI do not represent our legal claim to such items during periods prior to the JV Buyout. We and our JV partner were entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreement, which provided for such allocations generally according to its invested capital.

Current wording

NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the performance of our business. NOI represents resident fees and services less property level operating expenses. Adjusted NOI is calculated as NOI after eliminating the effects of operator transition costs and actuarial reserves for insurance claims that have been incurred but not reported. NOI and Adjusted NOI exclude all other financial statement amounts included in net income (loss). NOI and Adjusted NOI are calculated as NOI and Adjusted NOI, respectively, from our properties, using our share of NOI and Adjusted NOI, respectively, from the JV (calculated by applying our actual ownership percentage for the period) and excluding noncontrolling interests’ share from consolidated joint ventures (calculated by applying our actual ownership percentage for the period) of NOI and Adjusted NOI, respectively. Prior to the JV Buyout, we utilized our share of NOI and Adjusted NOI in assessing our performance as the JV contributed to our performance. Our share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. Prior to the JV Buyout, we did not control the JV, and the pro rata presentations of reconciling items included in NOI and Adjusted NOI do not represent our legal claim to such items during periods prior to the JV Buyout. We and our JV partner were entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreement, which provided for such allocations generally according to its invested capital.

Previous wording

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Current wording

Comparison of the Three and Six Months Ended June 30, 2026 to the Three and Six Months Ended June 30, 2025

Previous wording

•an increase in Adjusted NOI related to: (i) increased occupancy, (ii) increased rates for resident fees, (iii) a reduction in operating expenses, (iv) the JV Buyout, and (v) acquisitions of senior housing properties in 2026.

Current wording

•an increase in Adjusted NOI related to: (i) increased occupancy, (ii) increased rates for resident fees, (iii) the JV Buyout, and (iv) other acquisitions of senior housing communities in 2026;

Previous wording

•an increase in depreciation related the JV Buyout and acquisitions of senior housing properties during the three months ended March 31, 2026; and

Current wording

•an increase in depreciation and amortization expense related to the JV Buyout and acquisitions of senior housing communities in 2026; and

Previous wording

Nareit FFO decreased primarily as a result of the aforementioned events impacting net income (loss), except for the following, which are excluded from Nareit FFO:

Current wording

Nareit FFO increased primarily as a result of the aforementioned events impacting net income (loss), except for the following, which are excluded from Nareit FFO:

Previous wording

FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except for transaction and restructuring-related costs, which are excluded from FFO as Adjusted.

Current wording

FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except for the following, which are excluded from FFO as Adjusted:

Previous wording

•an increase in gain upon change of control in connection with the JV Buyout during the three months ended March 31, 2026; and

Current wording

•an increase in gain upon change of control in connection with the JV Buyout in January 2026;

Previous wording

The following table summarizes results for our Same-Store and total property portfolio at and for the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2026, our Same-Store consists of 15 properties representing properties fully operating on or prior to January 1, 2025 and that remained in operation through March 31, 2026. See “Non-GAAP Financial Measures” for additional information. Our total property portfolio consisted of 40 and 34 properties at March 31, 2026 and 2025, respectively.

Current wording

The following table summarizes results for our Same-Store and total property portfolio at and for the three months ended June 30, 2026 and 2025. For the three months ended June 30, 2026, our Same-Store consists of 15 properties representing properties fully operating on or prior to April 1, 2025 and that remained in operation through June 30, 2026. For the six months ended June 30, 2026, our Same-Store consists of 15 properties representing properties fully operating on or prior to January 1, 2025 and that remained in operation through June 30, 2026. See “Non-GAAP Financial Measures” for additional information. Our total property portfolio consisted of 41 and 34 properties at June 30, 2026 and 2025, respectively.

Previous wording

•higher costs of labor, utilities, and other operating expenses.

Current wording

•higher costs of labor, food, utilities, repairs and maintenance, operator management fees, and other operating expenses.

Previous wording

Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned items impacting Same-Store Adjusted NOI, as well as:

Current wording

Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Same-Store Adjusted NOI and the following Non-Same-Store impacts:

Previous wording

The following table summarizes the results of our other income and expense items for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following table summarizes the results of our other income and expense items for the three and six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

Depreciation and amortization expense increased for the three months ended March 31, 2026 primarily as a result of (i) the JV Buyout plus (ii) the acquisition of six senior housing communities during the three months ended March 31, 2026.

Current wording

Depreciation and amortization expense increased for the three and six months ended June 30, 2026 primarily as a result of (i) the JV Buyout and (ii) acquisitions of senior housing communities in 2026.

Previous wording

General and administrative expenses decreased for the three months ended March 31, 2026 primarily as a result of a decrease in the allocation of general and administrative expenses from Healthpeak primarily as a result of lower general and administrative expense incurred at Healthpeak.

Current wording

General and administrative expenses decreased for the three months ended June 30, 2026 primarily as a result of the related party management fee replacing the allocation of general and administrative expenses from Healthpeak subsequent to the IPO. General and administrative expenses decreased for the six months ended June 30, 2026 primarily as a result of a decrease in the allocation of general and administrative expenses from Healthpeak as a result of lower general and administrative expense incurred at Healthpeak prior to the IPO. The decrease in general and administrative expenses during the three and six months ended June 30, 2026 was partially offset by an increase in stand-alone public company general and administrative expenses.

Previous wording

General and administrative - related party management fee increased for the three months ended March 31, 2026 due to the Healthpeak management fee incurred subsequent to the IPO.

Current wording

General and administrative - related party management fee increased for the three and six months ended June 30, 2026 due to the Healthpeak management fee incurred subsequent to the IPO.

Previous wording

Interest expense decreased for the three months ended March 31, 2026 as a result of the full repayment of our mortgage debt in January 2026.

Current wording

Interest expense decreased for the three and six months ended June 30, 2026 as a result of the full repayment of our mortgage debt in January 2026, partially offset by fees and amortization of debt issuance costs associated with the credit agreement established at the time of the IPO.

Previous wording

Transaction costs increased for the three months ended March 31, 2026 as a result of costs incurred for the IPO.

Current wording

Transaction costs increased for the three and six months ended June 30, 2026 primarily as a result of costs incurred for the IPO and senior housing operator transition costs.

Previous wording

Gain upon change of control increased for the three months ended March 31, 2026 as a result of the JV Buyout in January 2026.

Current wording

Gain upon change of control increased for the six months ended June 30, 2026 as a result of the JV Buyout in January 2026.

Previous wording

Loss on debt extinguishment increased for the three months ended March 31, 2026 as a result of the full repayment of our mortgage debt in January 2026.

Current wording

Loss on debt extinguishment increased for the six months ended June 30, 2026 as a result of the full repayment of our mortgage debt in January 2026.

Previous wording

Other income (expense), net increased for the three months ended March 31, 2026 primarily as a result of casualty-related losses associated with Hurricane Milton during the three months ended March 31, 2025.

Current wording

Other income (expense), net increased for the three and six months ended June 30, 2026 primarily as a result of: (i) interest earned on proceeds from the IPO and June Follow-On Offering and (ii) casualty-related recoveries recognized in 2026, and (iii) casualty-related losses incurred in 2025 associated with Hurricane Milton.

Previous wording

Income tax expense decreased for the three months ended March 31, 2026 primarily as a result of the tax benefit from the derecognition of certain deferred tax assets and liabilities related to the change in tax status of certain entities in connection with the IPO.

Current wording

Income tax benefit increased for the three months ended June 30, 2026 primarily as a result of the income tax benefit recognized in connection with the disposition of a senior housing community in June 2026. Income tax benefit further increased for the six months ended June 30, 2026 primarily as a result of the tax benefit from the derecognition of certain deferred tax assets and liabilities related to the change in tax status of certain entities in connection with the IPO.

Previous wording

Equity income (loss) from unconsolidated joint ventures decreased for the three months ended March 31, 2026 as a result of the JV Buyout in January 2026.

Current wording

Equity income (loss) from unconsolidated joint ventures decreased for the three and six months ended June 30, 2026 as a result of the JV Buyout in January 2026.

Previous wording

Noncontrolling interests’ share in earnings increased for the three months ended March 31, 2026 as a result of the issuance of common units in Janus Living OP to Healthpeak and certain employees of Healthpeak in connection with the IPO.

Current wording

Noncontrolling interests’ share in earnings increased for the three and six months ended June 30, 2026 primarily as a result of the allocation of net income from issuance of common units in Janus Living OP to Healthpeak in connection with the IPO.

Previous wording

As of March 31, 2026, we had $949 million of cash and cash equivalents. We currently expect that our principal sources of funding will include:

Current wording

As of June 30, 2026, we had $1.6 billion of cash and cash equivalents. We currently expect that our principal sources of funding will include:

Previous wording

•current cash balances, including from the proceeds received in the IPO;

Current wording

•current cash balances, including the proceeds received from the IPO and June Follow-On Offering;

Previous wording

•the new credit facilities entered into in connection with this offering; and

Current wording

•the new credit facilities entered into in connection with the IPO; and

Previous wording

Debt. Our material cash requirements related to debt decreased by $103 million to zero at March 31, 2026, when compared to our cash requirements at December 31, 2025, primarily as a result of the full principal repayment of mortgage debt secured by two senior housing communities during the quarter. See Note 7 to the Combined and Consolidated Financial Statements for additional information about our debt commitments.

Current wording

Debt. Our material cash requirements related to debt decreased by $103 million to zero at June 30, 2026, when compared to our cash requirements at December 31, 2025, primarily as a result of the full principal repayment of mortgage debt secured by two senior housing communities in January 2026. See Note 7 to the Combined and Consolidated Financial Statements for additional information about our debt commitments.