Skip to main content

Janus Living, Inc.

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 3, 2026

JAN$32.02+0.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to the Combined and Consolidated Financial Statements

NOTE 1. Business

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. RIDEA or similar structures are those in which the Company owns a community directly and contracts with a third-party operator to manage and operate the day-to-day business of such property. Janus Living had a portfolio consisting of 74 senior housing communities, comprised of 15,256 units as of September 30, 2026. The Company’s 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. Substantially all of the Company’s assets are held by, and substantially all of the Company’s operations are conducted through, Janus Living OP, LLC (“Janus Living OP” or the “Operating Company”), either directly or through its subsidiaries. The Company is the managing member of the Janus Living OP. The Company is externally managed by Healthpeak Investment Management, LLC (the “Manager”), an indirect subsidiary of Healthpeak Properties, Inc. (“Healthpeak” or the “Parent”).

On March 23, 2026, the Company completed its initial public offering (“IPO”) to become a public company (see Note 18). In connection with the IPO,48,300,000 shares of Class A-1 common stock were issued to public investors, generating total gross proceeds of $966 million, less $65 million of fees paid to the underwriters. The Company contributed the net proceeds from the IPO to Janus Living OP in exchange for common units in Janus Living OP.

On June 4, 2026, an additional 25,000,000 shares of Class A-1 common stock were issued to public investors following the completion of a public offering (the “June Follow-On Offering”). As part of the June Follow-On Offering, the Company granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Class A-1 common stock, which was exercised in full on June 22, 2026. The June Follow-On Offering generated total gross proceeds of $719 million, less $28 million of fees paid to the underwriters.

On August 12, 2026, an additional 18,400,000 shares of Class A-1 common stock were issued to public investors following the completion of a public offering (the “August Follow-On Offering,” and collectively with the June Follow-On Offering, the “Follow-On Offerings”). The August Follow-On Offering generated total gross proceeds of $534 million, which included the exercise in full of the underwriters’ option to purchase additional shares, less $19 million of fees paid to the underwriters.

See Note 11 for additional information about the ownership of the Company and Janus Living OP following the IPO and the Follow-On Offerings. During the three and nine months ended September 30, 2026, the Company recognized interest on invested cash of $8 million and $19 million, respectively, primarily related to interest earned on proceeds from the IPO and Follow-On Offerings.

NOTE 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited combined and consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the combined and consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.

Prior, and subsequent, to the IPO, Healthpeak controlled Janus Living, resulting in the transaction being accounted for as a transaction occurring between entities under common control. The financial statements for all periods prior to the IPO have been prepared on a “carve-out” basis. The historical financial statements reflect the carrying amounts that have been carved out of Healthpeak’s consolidated financial statements prepared in conformity with U.S. GAAP, and reflect estimates and allocations made by Healthpeak to depict Janus Living on a stand-alone basis. These allocations may not be indicative of the conditions that would have existed or the results of operations if Janus Living had operated as a stand-alone independent company.

Net income (loss) equals comprehensive income (loss) for all periods presented. The combined and consolidated financial statements include the accounts of Janus Living, Inc., its wholly owned subsidiaries, and variable interest entities (“VIEs”) in which the Company has determined it is the primary beneficiary. Intercompany transactions and balances have been eliminated upon consolidation. All adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations, and cash flows have been included. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any interim period. The accompanying unaudited interim financial information should be read in conjunction with the Company’s combined and consolidated financial statements and notes thereto for the fiscal year ended December 31, 2025 included in the prospectus filed on August 11, 2026 with the Securities and Exchange Commission (“SEC”), as part of the Registration Statement on Form S-11 (File No. 333-298182) (such prospectus and registration statement, the “Registration Statement”).

Transaction Costs

Transaction costs are comprised of legal, advisory, and other professional fees, operator transition costs, transfer taxes, formation and organization costs, and other transaction-related costs. Transaction costs are expensed as incurred. During the three and nine months ended September 30, 2026, the Company recognized $3 million and $26 million, respectively, of transaction costs.

Offering Costs

In connection with the IPO and Follow-On Offerings, the Company incurred legal, accounting, and other related costs. Such costs are recognized within additional paid-in capital on the Combined and Consolidated Statements of Equity.

Income Taxes

The Company’s deferred tax assets are netted against deferred tax liabilities on the Combined and Consolidated Balance Sheets. The Company is required to evaluate its deferred tax assets for realizability and recognize a valuation allowance, which is recorded against its deferred tax assets, if it is more likely than not that the deferred tax assets will not be realized. The Company considers all available evidence in its determination of whether a valuation allowance for deferred tax assets is required.

In connection with the formation transactions related to the IPO, the ownership ofsix senior housing communities was transferred from a taxable REIT subsidiary to a non-taxable entity. This change in tax status resulted in the derecognition of certain deferred tax assets and liabilities. The net impact of this change in tax status resulted in a net tax benefit of $2 million during the nine months ended September 30, 2026.

Recent Accounting Pronouncements

The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company has elected the option to use the extended transition for new and revised accounting standards provided for EGCs under the JOBS Act, and, accordingly, may adopt such pronouncements on the same schedule as companies that are not issuers.

Not Yet Adopted

Income Taxes. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation (using both percentages and reporting currency amounts) of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year-to-date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income taxes paid (net of refunds received) to an individual jurisdiction equal to or greater than 5% of total income taxes paid (net of refunds received). The amendments in ASU 2023-09 are effective for entities other than public business entities for annual periods beginning after December 15, 2025. The amendments may be applied either prospectively or retrospectively. Early adoption is also permitted. The Company expects ASU 2023-09 to require additional disclosures in the Notes to the Combined and Consolidated Financial Statements. The Company does not expect the amendments to have a material impact to its combined and consolidated financial position, results of operations, or cash flows.

Expense Disaggregation. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 requires public companies to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to: (i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that the amendments in ASU 2024-03 are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments may be applied either prospectively or retrospectively. Early adoption is also permitted. The Company is evaluating the impact these ASUs will have on its disclosures.

NOTE 3. Real Estate

2026 Real Estate Investment Acquisitions

JV Buyout

In January 2026, the Company acquired its JV partner’s 46.5% interest in SH 2019 Ventures, LLC (the “JV”) for $312 million (the “JV Buyout”). As a result of the JV Buyout, the Company began consolidating the 19 senior housing communities, derecognized its investment in the JV, and recognized a gain upon change of control of $46 million. See Note 4 for further information. The fair value of the senior housing communities was based on a market approach, utilizing an agreed-upon contractual sales price, which is considered to be a Level 3 measurement within the fair value hierarchy.

Subsequent to the completion of this acquisition, the Company entered into agreements to transition the management of certain of these senior housing communities from Brookdale Senior Living (“Brookdale”) to Ciel Senior Living and Pegasus Senior Living (the “operator transition”). In connection with the operator transition, during the three months ended March 31, 2026, the Company incurred a termination fee of $2.5 million to Brookdale, which is recognized within transaction costs on the Combined and Consolidated Statements of Operations.

Senior Housing Acquisitions

The following table summarizes senior housing communities acquired during the nine months ended September 30, 2026, excluding the JV Buyout discussed above:

Acquisitions Closed During the Three Months Ended · State · Number of Properties · Purchase Price(in millions)
Georgia2$240
Florida3119
Washington141
Washington153
Arizona152
Georgia3425
Various(1)9398
Florida4190
Various(2)8150
Florida1149
Various(3)3123
Illinois1105
South Carolina181
Kentucky150
Colorado147
Colorado135

(1)Includes communities located in Illinois, Indiana, Kentucky, Missouri, Nebraska, and South Carolina.

(2)Includes communities located in New Mexico and Texas.

(3)Includes communities located in Kentucky and Missouri.

The Company completed $432 million of acquisitions subsequent to September 30, 2026, which included seven senior housing communities.

Dispositions of Real Estate

During the three months ended June 30, 2026, the Company soldone senior housing community for $23 million, resulting in a gain on sale of $4 million.

Impairment Charges

During the three and nine months ended September 30, 2026 and 2025, the Company did not recognize any impairment charges.

Held for Sale

As of September 30, 2026 and December 31, 2025, there wereno assets classified as held for sale.

Casualty-Related Charges

During the three and nine months ended September 30, 2025, the Company recognized casualty-related charges of $26 thousand and $6 million, respectively, which were primarily related to mitigation and other charges incurred related to damages caused by Hurricane Milton. During the three and nine months ended September 30, 2026, the Company recognized casualty-related recoveries of $352 thousand and $6 million, respectively, primarily related to past hurricanes. Casualty-related recoveries (charges) are recognized in other income (expense), net in the Combined and Consolidated Statements of Operations. As of September 30, 2026 and December 31, 2025, the Company had an outstanding insurance receivable balance of $1 million and $12 million, respectively (see Note 6).

NOTE 4. Investments in Unconsolidated Joint Venture

As of December 31, 2025, the Company held a 53.5% ownership interest in the JV that was comprised of 19 senior housing communities and was accounted for under the equity method. The remaining 46.5% interest was held by a sovereign wealth fund. As of December 31, 2025, the carrying value of the JV was $313 million. In January 2026, the Company acquired its joint venture partner’s 46.5% interest for $312 million, resulting in consolidation of the 19 senior housing communities (see Note 3).

The following table summarizes the Company’s equity method investment (in thousands):

December 31, 2024$322,551
Distributions(13,910)
Direct share of equity income (loss)4,649
Basis difference amortization(581)
December 31, 2025$312,709
Direct share of equity income (loss)119
JV buyout(312,828)
September 30, 2026$—

NOTE 5. Intangible Assets

Intangible assets consist of in-place resident contract intangibles that were recognized upon acquisition of the related communities. The following table summarizes the Company’s intangible assets (dollars in thousands):

Intangible assetsSeptember 30,2026December 31,2025
Gross intangible assets$565,487$281,356
Accumulated amortization(146,227)(254,686)
Intangible assets$419,260$26,670
Weighted average remaining amortization period in years31

During the nine months ended September 30, 2026, in conjunction with the Company’s acquisitions of real estate, the Company acquired $483 million of intangible assets with a weighted average amortization period at acquisition ofthree years. Other activity during the nine months ended September 30, 2026 includes the write-off of fully amortized assets.

NOTE 6. Other Assets

The following table summarizes the Company’s other assets (in thousands):

September 30,2026December 31,2025
Entrance fee receivables (see Note 9)$70,167$73,376
Prepaid and other assets(1)62,23548,690
Insurance receivables (see Note 3)1,37612,491
Other assets$133,778$134,557

(1)Includes costs of acquiring contracts of $28 million and $24 million as of September 30, 2026 and December 31, 2025, respectively, which are amortized over the estimated stay of the resident.

NOTE 7. Debt

Credit Facilities

Concurrent with the completion of the IPO, the Company entered into a credit agreement that provided for a $500 million revolving credit facility (as amended, the “Revolving Credit Facility”) and a $100 million delayed draw term loan facility (the “Delayed Draw Term Loan” and, together with the Revolving Credit Facility, the “Credit Facilities”). The Revolving Credit Facility matures in March 2030 withtwo six-month extension periods available, subject to certain conditions. Borrowings under the Revolving Credit Facility bear interest at the Secured Overnight Financing Rate (“SOFR”) plus 105 basis points based on the Company’s current leverage-based pricing grid. The Company may utilize its Revolving Credit Facility to fund acquisitions and other commitments. In September 2026, the Company amended and restated the Credit Facilities to increase the Revolving Credit Facility commitment to $1.25 billion. The amended and restated Credit Facilities also includes an accordion feature that permits the Company to increase the revolving commitments and/or add incremental term loans in an aggregate amount of $500 million, subject to customary requirements, such as obtaining additional lender commitments (the “Janus Living Term Loans”). The amended and restated Credit Facilities also terminated the $100 million Delayed Draw Term Loan, prior to the Company drawing on the Delayed Draw Term Loan. Inclusive of the $500 million accordion option, these changes increased the aggregate amount under the Credit Facilities to $1.75 billion. The Company also pays a facility fee on the entire revolving commitment that depends on its current leverage-based pricing grid, which was 0.15% as of September 30, 2026. During the three and nine months ended September 30, 2026, the Company recognized $468 thousand and $814 thousand, respectively, of interest expense related to fees and amortization of debt issuance costs in connection with its Credit Facilities. As of September 30, 2026, total unamortized debt issuance costs for the Credit Facilities were $6 million, which are recognized in other assets on the Combined and Consolidated Balance Sheets. As of September 30, 2026, no principal had been drawn on the Credit Facilities.

The Credit Facilities are subject to certain financial restrictions and other customary requirements, including financial covenants and cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the applicable agreement: (i) limit the ratio of Enterprise Total Indebtedness to Enterprise Gross Asset Value to 60%; (ii) limit the ratio of Enterprise Secured Debt to Enterprise Gross Asset Value to 40%; (iii) limit the ratio of Enterprise Unsecured Debt to Enterprise Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage Ratio of 1.5 times; (v) require a minimum Consolidated Tangible Net Worth of at least the sum of (x) $2.04 billion as of the end of any fiscal quarter plus (y) an amount equal to 75% of the net proceeds received from any equity offerings after the original closing date of the Credit Facilities; and (vi) require a minimum Unsecured Interest Coverage Ratio of 1.75 times. The Company believes it was in compliance with each of these covenants at September 30, 2026.

Mortgage Debt

At December 31, 2025, the Company had $102 million in aggregate principal of fixed rate mortgage debt outstanding and $0.7 million of unamortized premiums. The mortgage debt was secured bytwo senior housing communities with an aggregate carrying value of $242 million. The Company was in compliance with the requirements of its mortgage debt as of December 31, 2025.

In January 2026, the Company made a $102 million early full principal repayment of its mortgage debt with original maturities in December 2026 and paid $1 million of accrued interest and prepayment penalties. During the nine months ended September 30, 2026, the Company recognized a $0.4 million loss on debt extinguishment related to this early repayment. As of September 30, 2026, the Company hadten outstanding letters of credit obligations totaling $1.3 million.

NOTE 8. Accounts Payable, Accrued Liabilities, and Other Liabilities

The following table summarizes the Company’s accounts payable, accrued liabilities, and other liabilities (in thousands):

September 30,2026December 31,2025
Refundable entrance fees$224,788$221,147
Other accounts payable and accrued liabilities97,00457,024
Accrued dividends and distributions44,255—
Accrued construction costs10,4556,039
Accounts payable, accrued liabilities, and other liabilities$376,502$284,210

NOTE 9. Deferred Revenue

The following table summarizes the Company’s deferred revenue (in thousands):

September 30,2026December 31,2025
Non-refundable entrance fees$712,221$669,528
Other deferred revenue6,1733,479
Deferred revenue$718,394$673,007

The opening and closing balances of non-refundable entrance fees were as follows (in thousands):

Closing balance - December 31, 2024$615,723
Additions(1)152,717
Amortization(2)(98,912)
Closing balance - December 31, 2025$669,528
Additions(1)122,143
Acquisitions5,362
Amortization(2)(84,812)
Closing balance - September 30, 2026$712,221

(1)During the three months ended September 30, 2026, the Company collected non-refundable entrance fees of $47 million. During the three and nine months ended September 30, 2025, the Company collected non-refundable entrance fees of $37 million and $108 million, respectively.

(2)Amortization of non-refundable entrance fees is included within resident fees and services on the Combined and Consolidated Statements of Operations. During the three months ended September 30, 2026, the Company recognized amortization of $30 million. During the three and nine months ended September 30, 2025, the Company recognized amortization of $24 million and $72 million, respectively.

As of each of September 30, 2026 and December 31, 2025, the weighted average remaining length of stay based on the unamortized non-refundable entrance fee balance of the Company’s in-place residents was 8 years.

Entrance Fee Receivables

For certain residents that qualify, the Company may offer to provide a deferral of the upfront cash entrance fee requirements so that they are able to move into a community while still continuing the process of selling their previous home. These entrance fee receivables are due upon sale of the resident’s previous home. The following table summarizes the Company’s entrance fee receivables, which are recognized in other assets on the Combined and Consolidated Balance Sheets (in thousands):

Closing balance - December 31, 2024$61,273
Current year deferrals provided99,960
Receipts applied to entrance fee commitments(87,857)
Closing balance - December 31, 2025$73,376
Current year deferrals provided82,241
Receipts applied to entrance fee commitments(85,450)
Closing balance - September 30, 2026$70,167

NOTE 10. Commitments and Contingencies

Minimum Liquid Reserve (“MLR”)

State licensing authorities require the Company to maintain MLR balances in escrow accounts based upon certain financial calculations. This requirement mitigates the risk of a community failure, whereby the Company would be obligated to repay the balance of entrance fees to its residents. The reserve balance required by these state licensing authorities at September 30, 2026 was $93 million, which was met through $63 million of restricted cash held in escrow and $30 million of promissory notes. These promissory notes are issued between the Company and certain of its operating subsidiaries, which represent intercompany activity that is eliminated in the Combined and Consolidated Financial Statements.

Legal Proceedings

From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business. These matters typically relate to the following, among others, and include matters that pertain to operators’ management of the Company’s communities: (i) premises liability and other personal injury claims; (ii) resident care and professional liability matters, including allegations relating to quality of care, neglect, or violation of applicable health and safety regulations; and (iii) contract disputes with residents, service providers, or vendors. Many of these claims are covered, in whole or in part, by insurance policies maintained by the Parent, subject to self-insured retentions, deductibles, and policy limits.

The Company monitors and evaluates all pending matters in consultation with legal counsel, risk management, insurance professionals, and its operators. The Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material effect on the Company’s financial condition, results of operations, or cash flows. The Company’s policy is to expense legal costs as they are incurred.

Operator Agreements

The Company has long-term management agreements with its operators under which base management fees and incentive management fees are payable to these operators (“Operator Fees”) if operating results exceed pre-established thresholds. Conversely, there are also provisions in the management agreements that reduce Operator Fees if operating results do not meet certain pre-established thresholds. Out-of-pocket expenses incurred on behalf of the Company by operators are subject to reimbursement from the Company. During the three months ended September 30, 2026 and 2025, the Company incurred management fees on its consolidated assets of $13 million and $6 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company incurred management fees on its consolidated assets of $30 million and $18 million, respectively. Management fees are recognized in operating expenses on the Combined and Consolidated Statements of Operations. For discussion of management fees payable to Healthpeak, refer to Note 18.

NOTE 11. Equity

Dividends

On September 11, 2026, the Company’s Board of Directors declared a monthly common stock cash dividend of $0.0475 per share for each of October, November, and December 2026, payable on October 28, 2026, November 23, 2026, and December 29, 2026, respectively, to stockholders of record as of the close of business on October 16, 2026, November 12, 2026, and December 18, 2026, respectively. As of September 30, 2026, the Company had accrued dividends on common stock of $33 million, which is included in accounts payable, accrued liabilities, and other liabilities on the Combined and Consolidated Balance Sheets.

During the three months ended September 30, 2026, the Company paid common stock cash dividends of $0.1425 per share, which were declared by the Company’s Board of Directors in July 2026 and paid in monthly installments in July, August, and September 2026. During the nine months ended September 30, 2026, the Company paid common stock cash dividends of $0.3024 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, a quarterly common stock cash dividend of $0.1425 per share for the three months ended June 30, 2026, and a monthly common stock cash dividend of $0.0475 per share for the three months ended September 30, 2026.

Initial Public Offering

Formation Transactions

In March 2026, Janus Living consummated a series of formation transactions through which Healthpeak transferred, directly or indirectly, cash plus senior housing real estate communities and certain parcels of land for future development to the Company. As a result of these transactions, Healthpeak received 138,816,246 shares of Class A-1 common stock and 75,917,780 common units in Janus Living OP. Janus Living contributed the real estate assets received in the formation transactions to Janus Living OP in exchange for common units, and following such contributions and the formation transactions described above, Janus Living held 187,222,996 common units in Janus Living OP. In connection with these formation transactions, Healthpeak also purchased shares of Class A-2 common stock in an amount equivalent to the common units of Janus Living OP that Healthpeak held following completion of the formation transactions described above, for aggregate consideration of approximately $760 thousand. Also in March 2026, in connection with the IPO,48,300,000 shares of Class A-1 common stock were issued to public investors, generating total gross proceeds of $966 million, less $65 million of fees paid to the underwriters. During the nine months ended September 30, 2026, a portion of these proceeds were utilized to fund certain other offering and transaction-related costs (see Note 18).

June Follow-On Offering

On June 4, 2026, an additional 25,000,000 shares of Class A-1 common stock were issued to public investors upon completion of the June Follow-On Offering. In connection with the June Follow-On Offering, the Company granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Class A-1 common stock, which was exercised in full on June 22, 2026. The June Follow-On Offering generated total gross proceeds of $719 million, less $28 million of fees paid to the underwriters. During the three months ended June 30, 2026, in connection with the June Follow-On Offering, $1 million of offering costs, in addition to fees paid to the underwriters, were incurred and recognized within additional paid-in capital on the Combined and Consolidated Statements of Equity.

August Follow-On Offering

On August 12, 2026, an additional 18,400,000 shares of Class A-1 common stock were issued to public investors following the completion of the August Follow-On Offering. The August Follow-On Offering generated total gross proceeds of $534 million, which included the exercise in full of the underwriters’ option to purchase additional shares, less $19 million of fees paid to the underwriters. During the three months ended September 30, 2026, in connection with the August Follow-On Offering, $2 million of offering costs, in addition to fees paid to the underwriters, were incurred and recognized within additional paid-in capital on the Combined and Consolidated Statements of Equity.

Class A-1 Common Stock, Class A-2 Common Stock, and Common Units

Following the IPO, Janus Living has two classes of common stock: Class A-1 common stock and Class A-2 common stock. Class A-1 common stock has both voting and economic rights and is held by Healthpeak and public investors. Janus Living’s Class A-2 common stock was issued only to Healthpeak and has voting rights but is not entitled to receive any dividends or distributions, and has no other economic rights. The purpose of the Class A-2 common stock is to give Healthpeak voting rights that correspond to its common units in Janus Living OP, which do not provide holders with the right to vote on matters submitted to the stockholders of Janus Living. Shares of Class A-2 common stock are not listed on the New York Stock Exchange. Class A-2 common stock will not be issued to any holder other than Healthpeak.

Noncontrolling Interests

Janus Living OP Units

Common unitholders (“OP Unitholders”) have the right to require redemption of part or all of their common units of Janus Living OP (“common units” or “Janus Living OP Units”) for cash or shares of Janus Living’s Class A-1 common stock, at Janus Living, Inc.’s option as managing member of Janus Living OP. The per unit redemption amount is equal to eitherone share of Janus Living’s Class A-1 common stock or cash equal to the fair value of a share of Class A-1 common stock at the time of redemption. The common units are classified in permanent equity because Janus Living, Inc. may elect to issue shares of its Class A-1 common stock to OP Unitholders who choose to redeem their common units rather than using cash. In connection with the formation transactions and Follow-On Offerings, Janus Living holds 234,372,996 common units in Janus Living OP and Healthpeak holds 75,917,780 common units as of September 30, 2026. The resulting change in the Company’s net assets and capital structure required an allocation between equity and noncontrolling interests on the Combined and Consolidated Statements of Equity. Each unitholder’s interest is calculated by dividing its units held by the total common units outstanding. Healthpeak’s common units are presented as common units of Janus Living OP, LLC held by Healthpeak Properties, Inc. on the Combined and Consolidated Balance Sheets.

As of September 30, 2026, Healthpeak held 75,917,780 Janus Living OP Units, all of which were convertible into Class A-1 common stock, and together with Healthpeak’s ownership of the Company’s Class A-1 and Class A-2 common shares, provided Healthpeak with voting and economic rights of 69.2% of the Company. As of September 30, 2026, the Janus Living OP Units held by Healthpeak had a value of $2.2 billion based on the closing stock price on September 30, 2026.

LTIP Units

During the nine months ended September 30, 2026, certain employees of the Company (“LTIP Unitholders”) were issued approximately 392 thousand noncontrolling, non-managing member units in Janus Living OP (“LTIP Units,” together with the Janus Living OP Units, “OP Units”), all of which were profits interests in Janus Living OP. When certain conditions are met, the LTIP Unitholders have the right to require redemption of part or all of their LTIP Units for cash or shares of the Company’s Class A-1 common stock, at the Company’s option as managing member of Janus Living OP. The per unit redemption amount is equal to eitherone share of the Company’s Class A-1 common stock or cash equal to the fair value of a share of Class A-1 common stock at the time of redemption. The Company classifies the LTIP Units in permanent equity because it may elect, in its sole discretion, to issue shares of its Class A-1 common stock to LTIP Unitholders who choose to redeem their LTIP Units rather than using cash. As of September 30, 2026, there were approximately 392 thousand LTIP Units outstanding and none had met the criteria for redemption.

NOTE 12. Earnings Per Common Share

Basic income (loss) per common share (“EPS”) is computed based on the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based on the weighted average number of common shares outstanding plus the impact of common shares issuable from the assumed conversion of OP Units and unvested restricted stock units. Only those instruments having a dilutive impact on the Company’s basic income (loss) per share are included in diluted income (loss) per share during the periods presented.

Certain restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.

For the nine months ended September 30, 2026, for basic EPS, the Company elected to use the weighted average number of shares outstanding from the closing date of the IPO through September 30, 2026. For the nine months ended September 30, 2026, basic and diluted EPS is calculated by dividing net income (loss) attributable to common shares after the closing date of the IPO by the basic and diluted weighted average shares outstanding for the period. The pre-IPO net income (loss) of $40 million for the period from January 1, 2026 through March 23, 2026 is deducted from net income (loss) for purposes of EPS.

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts):

Three Months Ended September 30, 2026Nine Months Ended September 30, 2026
Numerator
Net income (loss)$(5,608)$37,124
Noncontrolling interests’ share in earnings1,287610
Less: Participating securities’ share in earnings(3)(7)
Net (income) loss - pre-IPO—(39,888)
Net income (loss) applicable to common shares - basic and diluted$(4,324)$(2,161)
Denominator
Basic weighted average shares outstanding(1)225,973209,482
Diluted weighted average common shares225,973209,482
Earnings per common share
Basic$(0.02)$(0.01)
Diluted$(0.02)$(0.01)

(1)No publicly-listed shares were outstanding as of or during the nine months ended September 30, 2025.

For the three and nine months ended September 30, 2026, all 76 million outstanding OP Units were not included because they were anti-dilutive.

NOTE 13. Variable Interest Entities

Operating Subsidiary

Janus Living OP is the Company’s operating subsidiary and a limited liability company that has governing provisions that are the functional equivalent of a limited partnership. The Company holds a membership interest in Janus Living OP, acts as the managing member of Janus Living OP, and exercises full responsibility, discretion, and control over the day-to-day management of Janus Living OP. Because certain noncontrolling interests in Janus Living OP do not have substantive liquidation rights, substantive kick-out rights without cause, or substantive participating rights, the Company has determined that Janus Living OP is a VIE. Janus Living, Inc., as managing member, has the power to direct the core activities of Janus Living OP that most significantly affect Janus Living OP’s performance, and through its interest in Janus Living OP, has both the right to receive benefits from and the obligation to absorb losses of Janus Living OP. Accordingly, Janus Living, Inc. is the primary beneficiary of Janus Living OP and consolidates Janus Living OP. As the Company conducts its business and holds its assets and liabilities through Janus Living OP, the total combined and consolidated assets and liabilities, income (losses), and cash flows of Janus Living OP represent substantially all of the total combined and consolidated assets and liabilities, including the consolidated and unconsolidated entities discussed in this Note 13, income (losses), and cash flows of Janus Living, Inc.

AgeTech Investment. The Company holds a limited partner interest in a fund that makes venture capital investments in early-stage technology solutions (the “AgeTech Investment”). As of September 30, 2026, the Company had an aggregate commitment of $2 million related to its AgeTech Investment and as of each of September 30, 2026 and December 31, 2025, the Company’s total investment was $0.2 million. The AgeTech Investment has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner. Given its rights and ownership percentage, the Company has virtually no influence or control. The assets and liabilities of the entity primarily consist of its capital investments. All future investments will be funded with capital contributions from the Company and other limited partners in accordance with their respective commitments.

The classification of the related assets and the maximum loss exposure as a result of the Company’s involvement with the VIE at September 30, 2026 was as follows (in thousands):

VIE TypeAsset TypeMaximum LossExposure and Carrying Amount(1)
AgeTech InvestmentOther assets$245

(1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments.

As of September 30, 2026, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIE, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls).

NOTE 14. Fair Value Measurements

The table below summarizes the carrying amounts and fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis (in thousands):

September 30, 2026(1)December 31, 2025(1)
Carrying ValueFair Value(2)Carrying ValueFair Value(2)
Mortgage debt$—$—$102,688$100,658

(1)During the nine months ended September 30, 2026 and year ended December 31, 2025, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

(2)Level 2: Mortgage debt is classified as Level 2 in the fair value hierarchy. The fair value of mortgage debt is based on standardized pricing models in which significant inputs or value drivers are observable in active markets.

NOTE 15. Revenue Recognition

Disaggregation of Resident Fees and Services Revenue

The following table disaggregates the Company’s resident fees and services according to whether such revenue relates to amortization of non-refundable entrance fees, room and rents, or ancillary and other services (in thousands):

Three Months Ended September 30,
20262025
AmountPercent of TotalAmountPercent of Total
Room and rents$217,05381 %$117,46778 %
Non-refundable entrance fee amortization29,80111 %24,15516 %
Ancillary and other services21,4468 %8,8366 %
Resident fees and services$268,300100%$150,458100%
Nine Months Ended September 30,
20262025
AmountPercent of TotalAmountPercent of Total
Room and rents$550,57681 %$349,61478 %
Non-refundable entrance fee amortization84,81212 %71,81316 %
Ancillary and other services49,7137 %26,8136 %
Resident fees and services$685,101100%$448,240100%

Room and rents and non-refundable entrance fee amortization are recognized over time, or approximately one month and expected stay of the resident, respectively. Ancillary and other services are recognized at a point in time, as services are delivered.

Accounts Receivable, net

The opening and closing balances of accounts receivable, net were as follows (in thousands):

Closing balance - December 31, 2025$19,431
Closing balance - September 30, 202625,406
Change$5,975

The following is a summary of the Company’s adjustments to allowances for credit losses (in thousands):

Opening balance - December 31, 2024$2,243
Additional allowance2,269
Write-offs, recoveries, and other adjustments(2,494)
Closing balance - December 31, 2025$2,018
Opening balance - December 31, 2025$2,018
Additional allowance2,724
Write-offs, recoveries, and other adjustments(748)
Closing balance - September 30, 2026$3,994

NOTE 16. Segment Disclosures

The Company hasone operating segment based on how its Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, assesses performance and allocates resources. The Company’s reportable segment, as determined in accordance with ASC 280, Segment Reporting, is the same as its operating segment. The accounting policies of the Company’s 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 the Registration Statement, as updated by Note 2 in these financial statements.

The CODM evaluates performance based on net income (loss) as reported on the Company’s Combined and Consolidated Statements of Operations as it provides a comprehensive indication of overall results of operations.

The Company conducts its business on a consolidated basis inone operating segment and therefore, hasone reportable segment. Total assets by reportable segment is not disclosed as the CODM does not review such information to evaluate business performance and allocate resources.

The following table presents significant segment expenses and net income (loss) for the three and nine months ended September 30, 2026 and 2025 (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Resident fees and services$268,300$150,458$685,101$448,240
Compensation and property management(122,831)(72,161)(314,444)(214,627)
Food(11,712)(6,855)(30,281)(20,080)
Real estate taxes(8,045)(4,073)(21,091)(12,905)
Repairs and maintenance(8,825)(5,461)(23,196)(15,181)
Utilities(11,418)(6,278)(28,264)(17,660)
Other segment items(1)(30,588)(19,434)(79,527)(56,234)
Depreciation and amortization(78,682)(30,885)(186,553)(94,875)
General and administrative(1,527)(2,267)(5,819)(7,781)
General and administrative - related party management fee(3,779)—(6,579)—
Interest expense(486)(950)(1,187)(2,847)
Transaction costs(3,400)—(26,188)—
Gain (loss) on sales of real estate, net——3,884—
Gain (loss) upon change of control, net——46,270—
Gain (loss) on debt extinguishments——(403)—
Other income (expense), net8,276(98)25,557(6,507)
Income tax benefit (expense)(891)(1,576)(267)(6,263)
Equity income (loss) from unconsolidated joint venture—9921113,452
Net income (loss)$(5,608)$1,412$37,124$(3,268)

(1)Other segment items include: (i) cleaning and supplies, (ii) insurance, (iii) marketing, and (iv) other expenses.

NOTE 17. Supplemental Cash Flow Information

The following table provides supplemental cash flow information (in thousands):

Nine Months Ended September 30,
20262025
Supplemental cash flow information:
Interest paid$777$3,417
Income taxes paid (refunded), net2,420128
Supplemental schedule of non-cash investing and financing activities:
Accrued construction costs$10,455$4,178
Net noncash impact from the consolidation of properties previously held in an unconsolidated joint venture312,826—
Accrued offering costs869—
Accrued dividends on common stock33,404—
Accrued distributions to noncontrolling interests10,851—

The following table summarizes cash, cash equivalents, and restricted cash (in thousands):

Nine Months Ended September 30,
20262025
Beginning of period:
Cash and cash equivalents$19,652$18,777
Restricted cash64,60960,289
Cash, cash equivalents, and restricted cash$84,261$79,066
End of period:
Cash and cash equivalents$338,064$19,449
Restricted cash86,55963,430
Cash, cash equivalents, and restricted cash$424,623$82,879

Cash and Cash Equivalents

The Company maintains its cash and cash equivalents at financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As of September 30, 2026 and December 31, 2025, the account balances at certain institutions exceeded the FDIC insurance coverage.

NOTE 18. Related Party Transactions

In connection with the completion of the IPO, Janus Living entered into certain related party transactions with Healthpeak and/or certain of its direct or indirect subsidiaries. The various agreements entered into between Janus Living and Healthpeak in connection with the IPO and their related impact to the Combined and Consolidated Financial Statements are summarized below.

Formation Transactions

As more fully described in Note 11, Healthpeak and Janus Living consummated a series of formation transactions in connection with the IPO. In connection with the IPO and these formation transactions, during the three months ended March 31, 2026, Janus Living incurred $16 million of transaction costs, recognized within transaction costs on the Combined and Consolidated Statements of Operations. Additionally, during the three months ended March 31, 2026, Janus Living incurred $8 million of offering costs in addition to fees paid to the underwriters in connection with the IPO. These costs were recognized within additional paid-in capital on the Combined and Consolidated Statements of Equity. Certain of these offering and transaction costs were initially paid by Healthpeak and reimbursed by Janus Living in accordance with the Healthpeak Management Agreement (defined below).

Equity Awards

In connection with the IPO, certain of Healthpeak’s directors and executive officers received equity award grants from Janus Living, either as fully vested shares of Janus Living’s Class A-1 common stock, or as time-based or performance-based equity awards to acquire shares of Janus Living’s Class A-1 common stock subject to the satisfaction of vesting conditions. Of the $16 million of transaction costs discussed above, $5 million relates to stock-based compensation expense recognized on the fully vested awards issued to directors, executive officers, and employees of Healthpeak and Janus Living in connection with the IPO. In addition, certain of Healthpeak’s directors and executive officers entered into indemnification agreements with Janus Living in connection with the IPO.

Management Agreement

Janus Living entered into a management agreement (“Healthpeak Management Agreement”) with the Manager, an indirect subsidiary of Healthpeak. Pursuant to the management agreement, Janus Living agreed to pay the Manager a management fee (“Healthpeak Management Fee”) for services rendered to Janus Living equal to $10 million plus or minus the cumulative effect of an annual amount of 0.5% of (i) the gross book value (as determined in accordance with GAAP) of any investment that is the subject of an acquisition, or disposition or (ii) the increase in the gross book value of any investment that was the subject of a capital deployment, in each case, since January 1, 2026; provided, that (A) if Janus Living’s investments have a gross book value in excess of $10.0 billion but less than $20.0 billion as of the determination of a management fee adjustment amount pursuant to the terms of the Healthpeak Management Agreement, such 0.5% will be decreased by 0.1% for each dollar of gross book value of any investment that was the subject of an acquisition or disposition or increase in the gross book value of any investment that was the subject of a capital deployment in excess of $10.0 billion but less than $20.0 billion, and (B) if Janus Living’s investments have a gross book value in excess of $20.0 billion as of the determination of a management fee adjustment amount pursuant to the terms of the Healthpeak Management Agreement, such 0.5% will be decreased by 0.15% for each dollar of gross book value of any investment that was the subject of an acquisition or disposition, or increase in gross book value of any investment that was the subject of a capital deployment, that is in excess of $20.0 billion. The management fee will be payable in cash but will be reduced by the stock-based compensation expense recognized in connection with the grant of annual equity awards to employees of the Manager under the Janus Living, Inc. 2026 Equity Plan (“Manager Equity Awards”). The Healthpeak Management Agreement has an initial term ofthree years from the date of the completion of the IPO with annual renewals unless terminated by Janus Living or the Manager pursuant to the terms of the Healthpeak Management Agreement. Janus Living will also reimburse the Manager for documented third-party expenses incurred by the Manager in providing services under the Healthpeak Management Agreement, including expenses related to legal, accounting, due diligence and other services. Expenses will be reimbursed in cash on a quarterly or monthly basis, at the Manager’s election.

During the three and nine months ended September 30, 2026, $4.5 million and $8.0 million, respectively, of the Healthpeak Management Fee was paid in cash and $266 thousand and $554 thousand, respectively, was paid to the Manager in the form of Manager Equity Awards. As of September 30, 2026, $585 thousand of the Healthpeak Management Fee was recognized within accounts payable, accrued liabilities, and other liabilities on the Combined and Consolidated Balance Sheets. A portion of the Healthpeak Management Fee is included within general and administrative - related party management fee on the Combined and Consolidated Statements of Operations and certain amounts of the Healthpeak Management Fee that are directly attributable to acquisition activities are included within transaction costs on the Combined and Consolidated Statements of Operations.

In addition to the Healthpeak Management Fee due to Healthpeak as discussed above, as of September 30, 2026, Janus Living had $99 thousand due to Healthpeak, primarily related to third-party expenses initially paid by Healthpeak that are reimbursable under the Healthpeak Management Agreement. These amounts are recognized within accounts payable, accrued liabilities, and other liabilities on the Combined and Consolidated Balance Sheets and are non-interest bearing and settled in cash in the ordinary course of business.

Exclusivity Agreement

Janus Living entered into an exclusivity agreement with Healthpeak, pursuant to which Janus Living and Healthpeak agreed that during the term of the management agreement, neither Janus Living nor Healthpeak, nor any of Janus Living’s or Healthpeak’s respective affiliates, will engage in, sponsor, own, operate, manage, or otherwise participate in a competing business.

Stockholders Agreement

Janus Living entered into a stockholders agreement with Healthpeak pursuant to which, among other rights, Healthpeak has the right to designate a certain number of directors to Janus Living’s Board of Directors based on its ownership threshold in the Company. Two of Healthpeak’s directors, Mr. Brinker and Ms. Sandstrom, serve on Janus Living’s Board of Directors pursuant to this agreement.

Purchases in the Reserved Share Program

In connection with the IPO, an aggregate of 216 thousand shares of our Class A-1 common stock were purchased by certain of Janus Living’s and Healthpeak’s directors and executive officers through a reserved share program. All purchases of Class A-1 common stock in the reserved share program were at the initial public offering price of $20.00 per Class A-1 common share.

NOTE 19. Concentration of Credit Risk

Concentrations of credit risk arise when one or more residents, operators, or obligors related to the Company’s investments are engaged in similar business activities or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors its portfolio to assess potential concentrations of credit risks.

The following table provides information regarding the Company’s concentrations with respect to certain states, operators, and properties; the information provided is presented as percentages of the Company’s total gross real estate assets and revenues:

Percentage of Gross Real Estate Assets · Percentage of Total Revenues
September 30,2026 · December 31,2025 · Three Months Ended September 30, · Nine Months Ended September 30,
Concentration · 2026 · 2025 · 2026 · 2025
State:
Florida41%68%45%64%49%64%
Texas92134134
Pennsylvania71510161116
Georgia13—7—4—
Operator:
LCS458655846284
Pegasus Senior Living9—11—9—
Sunrise Senior Living71410161216
Cedarhurst Senior Living10—3—1—
Property:
Freedom Plaza Sun City Center5116969
Cypress Village5105969

There is no resident concentration in resident fees and services because the related agreements are with individual residents.

The following table provides information regarding the Company’s concentrations for Medicare and Medicaid as percentages of total revenues:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Medicare10%16%12%16%
Medicaid1212
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.