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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 4, 2026
Janus Living, Inc.
(Exact name of registrant as specified in its
charter)
| Maryland |
001-43206 |
41-2996951 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4600
South Syracuse Street, Suite 500
Denver, CO 80237
(Address of principal executive offices) (Zip
Code)
(720)428-5050
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on
which registered |
| Class A-1 Common Stock,
$0.01 par value |
JAN |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Agreement
On November 6, 2026, Janus Living, Inc. (the “Company”
and, unless the context otherwise requires, together with its consolidated subsidiaries, “we,” “us,” or “our”)
closed its registered underwritten public offering (the “Offering”) of 30,187,500 shares of Class A-1 common stock, $0.01
par value per share (the “Class A-1 Common Stock”), which includes the exercise in full by the underwriters of their
option to purchase 3,937,500 additional shares of Class A-1 Common Stock, pursuant to the Company’s registration statement
on Form S-11 (File No. 333-299816) and the registration statement on Form S-11 (File No. 333-299833) filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act") (together, the “Registration Statement”).
Underwriting Agreement
In connection with the Offering, the Company entered into the Underwriting
Agreement, dated November 4, 2026, by and among the Company, Janus Living OP, LLC (the “Operating Company”), Healthpeak
Investment Management, LLC, as external manager to the Company (the “Manager”), and BofA Securities, Inc., J.P. Morgan
Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named
therein (the “Underwriting Agreement”). The Underwriting Agreement contains customary representations, warranties, covenants
and agreements by the Company, the Operating Company and the Manager, customary conditions to closing, indemnification obligations of
the Company, the Operating Company and the underwriters, including for liabilities under the Securities Act, certain other obligations
of the parties and termination provisions.
The summary above is qualified in its entirety by the text of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated November 4, 2026, among Janus Living, Inc., Janus Living OP, LLC, Healthpeak Investment Management, LLC and BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
JANUS LIVING, INC. |
| |
|
| Date: November 6, 2026 |
By: |
/s/ Kelvin O. Moses |
| |
Name: |
Kelvin O. Moses |
| |
Title: |
Chief Financial Officer |
