Janus Living details 18.4M share offering

Janus Living, Inc. reports that on August 12, 2026 it closed a registered underwritten public offering of 18,400,000 shares of its Class A-1 common stock, $0.01 par value per share.

Rhea-AI Filing Summary

Janus Living, Inc. reports that on August 12, 2026 it closed a registered underwritten public offering of 18,400,000 shares of its Class A-1 common stock, $0.01 par value per share. This total includes the underwriters’ full exercise of their option to purchase 2,400,000 additional shares, conducted under an effective registration statement on Form S-11.

In connection with the offering, Janus Living, its operating partnership Janus Living OP, LLC, and its external manager Healthpeak Investment Management, LLC entered into an Underwriting Agreement dated August 10, 2026 with BofA Securities, J.P. Morgan Securities and Wells Fargo Securities as representatives of the underwriters. The agreement includes customary representations, covenants, closing conditions, indemnification provisions and termination rights.

Filing Explained

The 8-K confirms the August 12 closing, but provides no offering price, proceeds, use of proceeds, or post-offering ownership data, so it establishes completion without sizing the transaction’s economic or dilution effect.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total shares offered: 18,400,000 shares Underwriters' option shares: 2,400,000 shares Par value per share: $0.01 per share +1 more

4 metrics

Total shares offered 18,400,000 shares Registered underwritten public offering of Class A-1 common stock

Underwriters' option shares 2,400,000 shares Additional shares from full exercise of underwriters’ option

Par value per share $0.01 per share Class A-1 common stock par value

Registration statement file number 333-298182 Form S-11 registration statement used for the offering

Key Terms

Underwriting Agreement, registration statement on Form S-11, underwritten public offering, emerging growth company, +1 more

5 terms

Underwriting Agreement financial

"the Company entered into the Underwriting Agreement, dated August 10, 2026"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

registration statement on Form S-11 regulatory

"pursuant to the Company’s registration statement on Form S-11 (File No. 333-298182)"

A registration statement on Form S-11 is a detailed disclosure document filed with the U.S. Securities and Exchange Commission when certain real estate companies or similar issuers offer securities to the public. It lays out the company’s business, properties, financial statements, risks, and the terms of the offering — like a product label or instruction sheet — so investors can judge the investment’s nature and safety before deciding to buy.

underwritten public offering financial

"closed its registered underwritten public offering of 18,400,000 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

indemnification obligations financial

"indemnification obligations of the Company, the Operating Company and the underwriters"

A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Janus Living (JAN) announce regarding its stock offering?

Janus Living reported closing a registered underwritten public offering of 18,400,000 shares of Class A-1 common stock, including the underwriters’ full option for 2,400,000 additional shares, under its Form S-11 registration statement.

What type of shares did Janus Living (JAN) issue in this transaction?

The company issued Class A-1 common stock with a par value of $0.01 per share. These shares were sold in a registered underwritten public offering conducted pursuant to a Form S-11 registration statement.

Did the underwriters exercise their overallotment option in Janus Living (JAN)’s deal?

Yes. The total 18,400,000 shares sold include the underwriters’ exercise in full of their option to purchase 2,400,000 additional shares of Janus Living’s Class A-1 common stock.

Who were the lead underwriters in Janus Living (JAN)’s stock offering?

BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as representatives of the several underwriters under the Underwriting Agreement dated August 10, 2026.

What agreement did Janus Living (JAN) enter into for the offering?

Janus Living, its operating partnership and external manager entered into an Underwriting Agreement with the underwriters, containing customary representations, covenants, closing conditions, indemnification obligations and termination provisions for the stock offering.

What is the registration basis for Janus Living (JAN)’s share sale?

The offering of 18,400,000 shares of Class A-1 common stock was conducted pursuant to Janus Living’s registration statement on Form S-11 (File No. 333-298182) under the Securities Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 10, 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 August 12, 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 18,400,000 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 2,400,000 additional shares of Class A-1 Common Stock, pursuant to the Company’s registration statement on Form S-11 (File No. 333-298182) (the “Registration Statement”).

Underwriting Agreement

In connection with the Offering, the Company entered into the Underwriting Agreement, dated August 10, 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 and Wells Fargo Securities, 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 August 10, 2026, among Janus Living, Inc., Janus Living OP, LLC, Healthpeak Investment Management, LLC and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, 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: August 12, 2026	By:	/s/ Kelvin O. Moses
	Name:	Kelvin O. Moses
	Title:	Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 284.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB