Janus Living, Inc.

Previous 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:

Current wording

As more fully set forth under “Risk Factors” in our prospectus filed on August 11, 2026 with the Securities and Exchange Commission (“SEC”), as part of our Registration Statement on Form S-11 (File No. 333-298182) (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

•competition for suitable properties to grow our initial portfolio;

Current wording

•competition for suitable properties to grow our portfolio;

Previous wording

•potential government and financial audits, enforcement actions and recovery activity as a result of our predecessor’s receipt of PRF funds;

Current wording

•potential government and financial audits, enforcement actions and recovery activity as a result of our predecessor’s receipt of Provider Relief Fund payments;

Previous wording

•our TRSs being subject to corporate level tax;

Current wording

•our taxable REIT subsidiaries being subject to corporate level tax;

Previous wording

•provisions in the operating agreement of our Operating Company or other agreements that may delay or prevent unsolicited acquisitions of us and certain other transactions;

Current wording

•provisions in the operating agreement of Janus Living OP, LLC (“Janus Living OP”) or other agreements that may delay or prevent unsolicited acquisitions of us and certain other transactions;

Previous wording

•our dependence on our Manager and its personnel and our ability to find a suitable replacement for our Manager if the Management Agreement is terminated or if personnel of our Manager leave the employment of our Manager;

Current wording

•our dependence on our Manager and its personnel and our ability to find a suitable replacement for our Manager if our management agreement is terminated or if personnel of our Manager leave the employment of our Manager;

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”) 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).

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 had a portfolio consisting of 74 senior housing communities, comprised of 15,256 units as of September 30, 2026. Our communities are located primarily in major retirement markets across 19 states, with units in Florida and Texas representing 57% of the total units as of September 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 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):

Current wording

The following table summarizes certain financial information for the three months ended September 30, 2026 (dollars in thousands):

Previous 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.

Current wording

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

Previous wording

•In March 2026, concurrent with the closing of the IPO, we entered into a credit agreement consisting of a $500 million revolving credit facility maturing in March 2030 and a $100 million term loan maturing in March 2031, each bearing interest at SOFR plus 105 and 110 basis points, respectively. As of June 30, 2026, there were no outstanding borrowings under the credit agreement.

Current wording

•In March 2026, concurrent with the closing of the IPO, we entered into a credit agreement consisting of a $500 million revolving credit facility (as amended, the “Revolving Credit Facility”) maturing in March 2030 bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 105 basis points and a $100 million delayed draw term loan (the “Delayed Draw Term Loan” and, together with the Revolving Credit Facility, the “Credit Facilities”).

Previous wording

During the three months ended June 30, 2026, our Board of Directors declared and paid common stock cash dividends of $0.1599 per share, which was comprised of a pro rata quarterly common stock cash dividend of $0.0174 per share for the period commencing from the date of the IPO through March 31, 2026 and a quarterly common stock cash dividend of $0.1425 per share for the three months ended June 30, 2026.

Current wording

(1)Includes a pro rata quarterly common stock cash dividend of $0.0174 per share for the period commencing from the date of the IPO through March 31, 2026.

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 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.

Current wording

We have one operating segment 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 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 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.

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 economic share for the period) and excluding noncontrolling interests’ share from consolidated joint ventures (calculated by applying our economic share 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 economic share 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

FFO, as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate or land held for development, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from the JV prior to the JV Buyout. Adjustments for the JV are calculated to reflect our pro rata share. We reflect our share of Nareit FFO for the JV by applying our actual ownership percentage for the period to the applicable reconciling items. 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 Nareit FFO 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

FFO, as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate or land held for development, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from the JV prior to the JV Buyout. Adjustments for the JV are calculated to reflect our pro rata share. We reflect our share of Nareit FFO for the JV by applying our economic share for the period to the applicable reconciling items. 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 economic share for the period. Prior to the JV Buyout, we did not control the JV, and the pro rata presentations of reconciling items included in Nareit FFO 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

In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items, including, but not limited to, transaction and restructuring-related costs, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances and changes in tax legislation, and other impairments (recoveries) and other losses (gains), as applicable (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of the JV prior to the JV Buyout. Adjustments for the JV are calculated to reflect our pro rata share. We reflect our share of FFO as Adjusted for the JV by applying our actual ownership percentage for the period to the applicable reconciling items. 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 FFO as Adjusted 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

In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items, including, but not limited to, transaction and restructuring-related costs, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances and changes in tax legislation, and other impairments (recoveries) and other losses (gains), as applicable (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of the JV prior to the JV Buyout. Adjustments for the JV are calculated to reflect our pro rata share. We reflect our share of FFO as Adjusted for the JV by applying our economic share for the period to the applicable reconciling items. 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 economic share for the period. Prior to the JV Buyout, we did not control the JV, and the pro rata presentations of reconciling items included in FFO as Adjusted 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 and Six Months Ended June 30, 2026 to the Three and Six Months Ended June 30, 2025

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 to the Three and Nine Months Ended September 30, 2025

Previous wording

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

Current wording

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

Previous wording

The increase in net income (loss) was partially offset by:

Current wording

The decrease in net income (loss) was partially offset by:

Previous 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;

Current wording

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

Previous 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:

Current wording

Nareit FFO increased primarily as a result of the aforementioned events impacting net income (loss), except for depreciation and amortization expense, which is excluded from Nareit FFO.

Previous 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:

Current wording

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

Previous 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;

Current wording

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

Previous wording

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

Current wording

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

Previous 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.

Current wording

The following table summarizes results for our Same-Store and total property portfolio at and for the three months ended September 30, 2026 and 2025. For the three months ended September 30, 2026, our Same-Store consists of 15 properties representing properties fully operating on or prior to July 1, 2025 and that remained in operation through September 30, 2026. For the nine months ended September 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 September 30, 2026. See “Non-GAAP Financial Measures” for additional information. Our total property portfolio consisted of 74 and 34 properties at September 30, 2026 and 2025, respectively.

Previous wording

(2)Refer to “Non-GAAP Financial Measures” above for the definition of Same-Store. Total Portfolio represents the average occupied units as a percentage of the total available units for the period presented, weighted to reflect our ownership share, and excluding any significant redevelopments and any properties held for sale.

Current wording

(2)Refer to “Non-GAAP Financial Measures” above for the definition of Same-Store. Total Portfolio represents the average occupied units as a percentage of the total available units for the period presented, weighted to reflect our economic share, and excluding any significant redevelopments and any properties held for sale.

Previous wording

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

Current wording

•higher costs of labor, operator management fees, utilities, real estate taxes, and other operating expenses.

Previous wording

•increased Adjusted NOI from other senior housing communities acquired during 2026.

Current wording

•increased Adjusted NOI from senior housing communities acquired during 2026; and

Previous wording

•increased Adjusted NOI from the JV Buyout; and

Current wording

•increased Adjusted NOI from the JV Buyout.

Previous wording

The following table summarizes results at and for the six months ended June 30, 2026 and 2025 (dollars in thousands, except per unit data):

Current wording

The following table summarizes results at and for the nine months ended September 30, 2026 and 2025 (dollars in thousands, except per unit data):

Previous wording

(2)Refer to “Non-GAAP Financial Measures” above for the definition of Same-Store. Total Portfolio represents the average occupied units as a percentage of the total available units for the period presented, weighted to reflect our ownership share, and excluding any significant redevelopments and any properties held for sale.

Current wording

(2)Refer to “Non-GAAP Financial Measures” above for the definition of Same-Store. Total Portfolio represents the average occupied units as a percentage of the total available units for the period presented, weighted to reflect our economic share, and excluding any significant redevelopments and any properties held for sale.

Previous wording

(3)Represents average occupied units as reported by the operators for the six-month period.

Current wording

(3)Represents average occupied units as reported by the operators for the nine-month period.

Previous wording

(4)Represents revenues (including our share of revenues from the JV) per average occupied unit for the applicable period divided by a factor of six. Excludes newly developed assets, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations.

Current wording

(4)Represents revenues (including our share of revenues from the JV) per average occupied unit for the applicable period divided by a factor of nine. Excludes newly developed assets, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations.

Previous wording

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

Current wording

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

Previous wording

•increased Adjusted NOI from other senior housing communities acquired during 2026.

Current wording

•increased Adjusted NOI from senior housing communities acquired during 2026; and

Previous 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):

Current wording

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

Previous 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.

Current wording

Depreciation and amortization expense increased for the three and nine months ended September 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 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.

Current wording

General and administrative expenses decreased for the three months ended September 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 nine months ended September 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 nine months ended September 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 and six months ended June 30, 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 nine months ended September 30, 2026 due to the Healthpeak management fee incurred subsequent to the IPO.

Previous 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.

Current wording

Interest expense decreased for the three and nine months ended September 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 Facilities.

Previous 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.

Current wording

Transaction costs increased for the three and nine months ended September 30, 2026 primarily as a result of costs incurred for the IPO, senior housing operator transition costs, and other transaction-related costs.