Janus Living, Inc 10-Q for FY2026 Q3
Janus Living, Inc. (JAN)
10-Q
2026-11-03
For: 2026-09-30
View Original
Added on
November 03, 2026
About this 10-Q
Janus Living, Inc filed this 10-Q on November 3, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $268.3M
- up 78.3% from $150.46M a year earlier
- Net loss
- $4.32M
- compared with net income of $1.41M a year earlier
- Diluted EPS
- -$0.02
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-43206
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(720 ) 428-5050
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
☒ | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 30, 2026, there were 234,372,996 shares of the registrant’s $0.01 par value Class A-1 common stock outstanding and 75,917,780 shares of the registrant’s $0.01 par value Class A-2 common stock outstanding.
JANUS LIVING, INC.
INDEX
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Janus Living, Inc.
COMBINED AND CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Real estate: | |||||||||||
| Buildings and improvements | $ | $ | |||||||||
| Construction in progress | |||||||||||
| Land and improvements | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Net real estate | |||||||||||
Investment in unconsolidated joint venture | |||||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash | |||||||||||
| Intangible assets | |||||||||||
| Deferred tax assets | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Mortgage debt | $ | $ | |||||||||
| Accounts payable, accrued liabilities, and other liabilities | |||||||||||
| Deferred revenue | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 10) | |||||||||||
| Parent’s net investment | |||||||||||
Class A-1 common stock, $ | |||||||||||
Class A-2 common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Cumulative dividends in excess of earnings | ( | ||||||||||
| Total stockholders’ equity | |||||||||||
| Common units of Janus Living OP, LLC, held by Healthpeak Properties, Inc. | |||||||||||
| Other noncontrolling interests | |||||||||||
| Total noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying Notes to the Unaudited Combined and Consolidated Financial Statements.
3
Janus Living, Inc.
COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Resident fees and services | $ | $ | $ | $ | |||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Operating | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| General and administrative - related party management fee | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Transaction costs | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Gain (loss) on sales of real estate, net | |||||||||||||||||||||||
| Gain (loss) upon change of control, net | |||||||||||||||||||||||
| Gain (loss) on debt extinguishments | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
| Total other income (expense), net | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes and equity income (loss) from unconsolidated joint venture | ( | ( | |||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ( | |||||||||||||||||||
| Equity income (loss) from unconsolidated joint venture | |||||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
| Noncontrolling interests’ share in earnings | |||||||||||||||||||||||
| Net income (loss) attributable to Janus Living, Inc. | ( | ( | |||||||||||||||||||||
| Participating securities’ share in earnings | ( | ( | |||||||||||||||||||||
| Net (income) loss - pre-IPO | ( | ||||||||||||||||||||||
| Net income (loss) applicable to common shares | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Earnings per common share: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying Notes to the Unaudited Combined and Consolidated Financial Statements.
4
Janus Living, Inc.
COMBINED AND CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share data)
(Unaudited)
For the three months ended September 30, 2026:
| Common Stock | Additional Paid-In Capital | Cumulative Dividends In Excess Of Earnings | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A-1 Shares | Class A-1 Amount | Class A-2 Shares | Class A-2 Amount | Common Units of Janus Living OP, LLC, held by Healthpeak Properties, Inc. | Other Noncontrolling Interests | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| July 1, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A-1 common stock in connection with public offerings, net of underwriting fees and offering costs | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends ($ | — | — | — | — | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to noncontrolling interests | — | — | — | — | ( | — | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the three months ended September 30, 2025:
Total Parent’s Net Investment | ||||||||
| July 1, 2025 | $ | |||||||
| Net income (loss) | ||||||||
| Net distributions to Parent | ( | |||||||
| September 30, 2025 | $ | |||||||
5
For the nine months ended September 30, 2026:
| Common Stock | Additional Paid-In Capital | Cumulative Dividends In Excess Of Earnings | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Parent’s Net Investment | Class A-1 Shares | Class A-1 Amount | Class A-2 Shares | Class A-2 Amount | Common Units of Janus Living OP, LLC, held by Healthpeak Properties, Inc. | Other Noncontrolling Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| January 1, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net contributions from Parent | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A-1 common stock in connection with public offerings, net of underwriting fees and offering costs | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A-2 common stock in connection with initial public offering | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of noncontrolling interests in connection with initial public offering | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends ($ | — | — | — | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interests | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to noncontrolling interests | — | — | — | — | — | ( | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
For the nine months ended September 30, 2025:
Total Parent’s Net Investment | ||||||||
| January 1, 2025 | $ | |||||||
| Net income (loss) | ( | |||||||
| Net distributions to Parent | ( | |||||||
| September 30, 2025 | $ | |||||||
See accompanying Notes to the Unaudited Combined and Consolidated Financial Statements.
6
Janus Living, Inc.
COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
Depreciation and amortization of real estate and in-place resident contract intangibles | |||||||||||
| Stock-based compensation amortization expense | |||||||||||
| Stock-based compensation issued as part of initial public offering | |||||||||||
| Amortization of deferred financing costs and debt discounts (premiums) | ( | ||||||||||
| Amortization of non-refundable entrance fees | ( | ( | |||||||||
| Equity loss (income) from unconsolidated joint venture | ( | ( | |||||||||
| Deferred income tax expense (benefit) | ( | ||||||||||
| Loss (gain) on sales of real estate, net | ( | ||||||||||
| Loss (gain) on debt extinguishments | |||||||||||
| Loss (gain) upon change of control, net | ( | ||||||||||
| Casualty-related loss (recoveries), net | ( | ||||||||||
| Other non-cash items | |||||||||||
| Changes in: | |||||||||||
| Decrease (increase) in accounts receivable and other assets | ( | ||||||||||
| Increase (decrease) in accounts payable, accrued liabilities, and other liabilities | ( | ||||||||||
| Increase (decrease) in deferred revenue | |||||||||||
| Net cash provided by (used in) operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisitions of real estate and deposits | ( | ||||||||||
Joint venture buyout, net | ( | ||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sales of real estate, net | |||||||||||
| Distributions in excess of earnings from unconsolidated joint venture | |||||||||||
| Proceeds from insurance recovery | |||||||||||
| Other investments | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Issuance of Class A-1 common stock in connection with public offerings, net of underwriting fees | |||||||||||
| Issuance of Class A-2 common stock in connection with initial public offering | |||||||||||
Repayments of mortgage debt | ( | ( | |||||||||
Payments for debt extinguishment and deferred financing costs | ( | ||||||||||
| Payments for offering costs | ( | ||||||||||
Net contributions from (distributions to) Parent | ( | ||||||||||
| Dividends paid on common stock | ( | ||||||||||
| Distributions to and purchase of noncontrolling interests | ( | ||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | |||||||||||
Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||
Cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
See accompanying Notes to the Unaudited Combined and Consolidated Financial Statements.
7
Janus Living, Inc.
NOTES TO THE COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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.
8
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 of six 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.
9
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.
10
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) | |||||||||||||||||||||||
| March 31, 2026 | ||||||||||||||||||||||||||
| Georgia | $ | |||||||||||||||||||||||||
| Florida | ||||||||||||||||||||||||||
| Washington | ||||||||||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||||
| Washington | ||||||||||||||||||||||||||
| Arizona | ||||||||||||||||||||||||||
| September 30, 2026 | ||||||||||||||||||||||||||
| Georgia | ||||||||||||||||||||||||||
Various(1) | ||||||||||||||||||||||||||
| Florida | ||||||||||||||||||||||||||
Various(2) | ||||||||||||||||||||||||||
| Florida | ||||||||||||||||||||||||||
Various(3) | ||||||||||||||||||||||||||
| Illinois | ||||||||||||||||||||||||||
| South Carolina | ||||||||||||||||||||||||||
| Kentucky | ||||||||||||||||||||||||||
| Colorado | ||||||||||||||||||||||||||
| Colorado | ||||||||||||||||||||||||||
_______________________________________
(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 sold one 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 were no
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).
11
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 | $ | ||||
| Distributions | ( | ||||
| Direct share of equity income (loss) | |||||
| Basis difference amortization | ( | ||||
| December 31, 2025 | $ | ||||
| Direct share of equity income (loss) | |||||
| JV buyout | ( | ||||
| 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 assets | September 30, 2026 | December 31, 2025 | ||||||||||||
| Gross intangible assets | $ | $ | ||||||||||||
| Accumulated amortization | ( | ( | ||||||||||||
| Intangible assets | $ | $ | ||||||||||||
| Weighted average remaining amortization period in years | ||||||||||||||
NOTE 6. Other Assets
The following table summarizes the Company’s other assets (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
Entrance fee receivables (see Note 9) | $ | $ | |||||||||
Prepaid and other assets(1) | |||||||||||
Insurance receivables (see Note 3) | |||||||||||
| Other assets | $ | $ | |||||||||
_______________________________________
(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.
12
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 with two -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
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 by two 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.
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, 2026 | December 31, 2025 | ||||||||||
| Refundable entrance fees | $ | $ | |||||||||
| Other accounts payable and accrued liabilities | |||||||||||
| Accrued dividends and distributions | |||||||||||
| Accrued construction costs | |||||||||||
| Accounts payable, accrued liabilities, and other liabilities | $ | $ | |||||||||
13
NOTE 9. Deferred Revenue
The following table summarizes the Company’s deferred revenue (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Non-refundable entrance fees | $ | $ | |||||||||
| Other deferred revenue | |||||||||||
| Deferred revenue | $ | $ | |||||||||
The opening and closing balances of non-refundable entrance fees were as follows (in thousands):
| Closing balance - December 31, 2024 | $ | ||||
Additions(1) | |||||
Amortization(2) | ( | ||||
| Closing balance - December 31, 2025 | $ | ||||
Additions(1) | |||||
| Acquisitions | |||||
Amortization(2) | ( | ||||
| Closing balance - September 30, 2026 | $ | ||||
_______________________________________
(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
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 | $ | ||||
| Current year deferrals provided | |||||
| Receipts applied to entrance fee commitments | ( | ||||
| Closing balance - December 31, 2025 | $ | ||||
| Current year deferrals provided | |||||
| Receipts applied to entrance fee commitments | ( | ||||
| Closing balance - September 30, 2026 | $ | ||||
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.
14
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).
15
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 either one 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 either one 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.
16
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, 2026 | Nine Months Ended September 30, 2026 | ||||||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | ||||||||||||||||||||
| Noncontrolling interests’ share in earnings | |||||||||||||||||||||||
Less: Participating securities’ share in earnings | ( | ( | |||||||||||||||||||||
| Net (income) loss - pre-IPO | ( | ||||||||||||||||||||||
| Net income (loss) applicable to common shares - basic and diluted | $ | ( | $ | ( | |||||||||||||||||||
| Denominator | |||||||||||||||||||||||
Basic weighted average shares outstanding(1) | |||||||||||||||||||||||
| Diluted weighted average common shares | |||||||||||||||||||||||
| Earnings per common share | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | |||||||||||||||||||
| Diluted | $ | ( | $ | ( | |||||||||||||||||||
_______________________________________
For the three and nine months ended September 30, 2026, all 76
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.
17
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
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 Type | Asset Type | Maximum Loss Exposure and Carrying Amount(1) | ||||||||||||
| AgeTech Investment | Other assets | $ | ||||||||||||
_______________________________________
(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 Value | Fair Value(2) | Carrying Value | Fair Value(2) | ||||||||||||||||||||
| Mortgage debt | $ | $ | $ | $ | |||||||||||||||||||
_______________________________________
(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, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Amount | Percent of Total | Amount | Percent of Total | |||||||||||||||||||||||
| Room and rents | $ | $ | ||||||||||||||||||||||||
| Non-refundable entrance fee amortization | ||||||||||||||||||||||||||
| Ancillary and other services | ||||||||||||||||||||||||||
| Resident fees and services | $ | $ | ||||||||||||||||||||||||
18
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Amount | Percent of Total | Amount | Percent of Total | |||||||||||||||||||||||
| Room and rents | $ | $ | ||||||||||||||||||||||||
| Non-refundable entrance fee amortization | ||||||||||||||||||||||||||
| Ancillary and other services | ||||||||||||||||||||||||||
| Resident fees and services | $ | $ | ||||||||||||||||||||||||
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 | $ | |||||||
| Closing balance - September 30, 2026 | ||||||||
| Change | $ | |||||||
The following is a summary of the Company’s adjustments to allowances for credit losses (in thousands):
| Opening balance - December 31, 2024 | $ | |||||||
| Additional allowance | ||||||||
| Write-offs, recoveries, and other adjustments | ( | |||||||
| Closing balance - December 31, 2025 | $ | |||||||
| Opening balance - December 31, 2025 | $ | |||||||
| Additional allowance | ||||||||
| Write-offs, recoveries, and other adjustments | ( | |||||||
| Closing balance - September 30, 2026 | $ | |||||||
NOTE 16. Segment Disclosures
The Company has one
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 in one operating segment and therefore, has one 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.
19
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Resident fees and services | $ | $ | $ | $ | |||||||||||||||||||
| Compensation and property management | ( | ( | ( | ( | |||||||||||||||||||
| Food | ( | ( | ( | ( | |||||||||||||||||||
| Real estate taxes | ( | ( | ( | ( | |||||||||||||||||||
| Repairs and maintenance | ( | ( | ( | ( | |||||||||||||||||||
| Utilities | ( | ( | ( | ( | |||||||||||||||||||
Other segment items(1) | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| General and administrative | ( | ( | ( | ( | |||||||||||||||||||
| General and administrative - related party management fee | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Transaction costs | ( | ( | |||||||||||||||||||||
| Gain (loss) on sales of real estate, net | |||||||||||||||||||||||
| Gain (loss) upon change of control, net | |||||||||||||||||||||||
| Gain (loss) on debt extinguishments | ( | ||||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ( | |||||||||||||||||||
| Equity income (loss) from unconsolidated joint venture | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | ( | |||||||||||||||||
_______________________________________
NOTE 17. Supplemental Cash Flow Information
The following table provides supplemental cash flow information (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Supplemental cash flow information: | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid (refunded), net | |||||||||||
| Supplemental schedule of non-cash investing and financing activities: | |||||||||||
| Accrued construction costs | $ | $ | |||||||||
| Net noncash impact from the consolidation of properties previously held in an unconsolidated joint venture | |||||||||||
| Accrued offering costs | |||||||||||
| Accrued dividends on common stock | |||||||||||
| Accrued distributions to noncontrolling interests | |||||||||||
20
The following table summarizes cash, cash equivalents, and restricted cash (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Beginning of period: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | |||||||||
| End of period: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | |||||||||
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.
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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 of three 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.
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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: | ||||||||||||||||||||||||||||||||||||||
| Florida | % | % | % | % | % | % | ||||||||||||||||||||||||||||||||
| Texas | ||||||||||||||||||||||||||||||||||||||
| Pennsylvania | ||||||||||||||||||||||||||||||||||||||
| Georgia | ||||||||||||||||||||||||||||||||||||||
| Operator: | ||||||||||||||||||||||||||||||||||||||
| LCS | ||||||||||||||||||||||||||||||||||||||
| Pegasus Senior Living | ||||||||||||||||||||||||||||||||||||||
| Sunrise Senior Living | ||||||||||||||||||||||||||||||||||||||
| Cedarhurst Senior Living | ||||||||||||||||||||||||||||||||||||||
| Property: | ||||||||||||||||||||||||||||||||||||||
| Freedom Plaza Sun City Center | ||||||||||||||||||||||||||||||||||||||
| Cypress Village | ||||||||||||||||||||||||||||||||||||||
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, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Medicare | % | % | % | % | ||||||||||||||||||||||
| Medicaid | ||||||||||||||||||||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
All references in this report to “Janus Living,” the “Company,” “we,” “us,” or “our” mean Janus Living, Inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to “Janus Living, Inc.” mean the parent company without its subsidiaries.
Cautionary Language Regarding Forward-Looking Statements
Statements in this Quarterly Report on Form 10-Q that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could cause actual results, including our future financial condition and results of operations, to differ materially from those expressed or implied by any forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance.
Forward-looking statements are based on certain assumptions and analysis made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the circumstances. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this Quarterly Report on Form 10-Q, and you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.
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:
•macroeconomic trends that may increase labor, construction, and other operating or administrative costs or impact prospective residents’ willingness or ability to move into our communities;
•entrance fee refund obligations and related actuarial assumptions;
•our dependence on the performance of our operators;
•our dependence on a limited number of operators;
•factors adversely affecting our operators’ ability to meet their financial and other contractual obligations to us;
•our ability to identify and secure new or replacement operators;
•the transition of management of certain of the properties in our senior housing portfolio to new operators;
•delays by seniors in moving to senior housing communities;
•our concentration of real estate investments in the senior housing sector, which makes us more vulnerable to an economic downturn or slowdown in that specific sector than if we invested across multiple sectors;
•the illiquidity of our real estate investments;
•operational risks associated with our communities, all of which are owned and operated under RIDEA (as defined below) or similar structures;
•the failure of our operators to comply with federal, state, and local laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements;
•changes to regulatory, funding, staffing, trade, and other policies and actions;
•the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid;
•required regulatory approvals to transfer our senior housing properties;
•compliance with the ADA and fire, safety, and other regulations;
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•economic conditions, natural disasters, weather, and other events or conditions that negatively affect the geographic areas where we have concentrated investments;
•uninsured or underinsured losses, which could result in a significant loss of our capital invested in a property, lower than expected future revenues, and unanticipated expenses;
•our property development and redevelopment, which can render a project less profitable or unprofitable and delay or prevent its undertaking or completion;
•competition for suitable properties to grow our portfolio;
•any requirement that we recognize reserves, allowances, credit losses, or impairment charges;
•investment of substantial resources and time in investments or transactions that are not consummated;
•our ability to successfully integrate or operate acquisitions;
•the potential impact of unfavorable resolution of litigation or disputes and resulting rising liability and insurance costs;
•environmental compliance costs and liabilities associated with our real estate investments;
•epidemics, pandemics, or other infectious disease outbreaks, and health and safety measures intended to reduce their spread;
•potential government and financial audits, enforcement actions and recovery activity as a result of our predecessor’s receipt of Provider Relief Fund payments;
•net losses in future periods;
•our reliance and the reliance of Healthpeak Investment Management, LLC (“Manager”) on information technology and any material failure, inadequacy, interruption, or security failure of that technology;
•the use of, or inability to use, artificial intelligence or other disruptive new technologies by us, our Manager, our operators, our vendors, and our investors;
•our ability to implement and maintain an effective system of internal control over financial reporting;
•our ability to implement and maintain effective disclosure controls and procedures;
•volatility, disruption, or uncertainty in the financial markets;
•increased interest rates and borrowing costs, which could impact our business and ability to refinance existing debt, sell properties, and conduct investment activities;
•the availability of external capital on favorable terms or at all;
•an increase in our level of indebtedness;
•covenants in our debt instruments, which may limit our operational flexibility, and breaches of these covenants;
•our ability to maintain our qualification as a REIT;
•Healthpeak’s failure to qualify as a REIT during certain periods prior to our IPO;
•our taxable REIT subsidiaries being subject to corporate level tax;
•tax imposed on any net income from “prohibited transactions”;
•changes to U.S. federal income tax laws;
•increased taxable gains due to acquisitions of property in tax-deferred transactions;
•potential deferred and contingent tax liabilities from corporate acquisitions, including certain of our acquisitions from Healthpeak;
•calculating non-REIT tax earnings and profits;
•provisions in Maryland law and our charter and bylaws that may delay, defer or prevent an acquisition of our Class A-1 common stock or a change in control;
•conflicts of interest between the interests of our stockholders and the interests of holders of common units;
•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;
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•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;
•conflicts of interest with our Manager and its affiliates, including Healthpeak; and
•cash available for distribution to stockholders and our ability to make dividend distributions at expected levels.
Important Information Regarding Our Disclosure to Investors
We may use our website (www.janusreit.com) and our LinkedIn account (https://www.linkedin.com/company/janusliving) to communicate with our investors and disclose company information. The information disclosed through those channels may be considered to be material, so investors should monitor them in addition to our press releases, SEC filings, and public conference calls and webcasts. The contents of our website or social media channels referenced herein are not incorporated by reference into this Quarterly Report on Form 10-Q.
Overview
The information set forth in this Item 2 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations and should be read in conjunction with the Combined and Consolidated Financial Statements and accompanying Notes. We will discuss and provide our analysis in the following order:
•Executive Summary
•Market Trends and Uncertainties
•Company Highlights
•Dividends
•Results of Operations
•Liquidity and Capital Resources
•Non-GAAP Financial Measures Reconciliations
•Critical Accounting Estimates
Executive Summary
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).
The following table summarizes certain financial information for the three months ended September 30, 2026 (dollars in thousands):
| Financial Data: | Three Months Ended September 30, 2026 | |||||||||||||||||||
Net income (loss) | $ | (5,608) | ||||||||||||||||||
Net Operating Income (“NOI”)(1) | 74,881 | |||||||||||||||||||
Adjusted NOI(1) | 75,599 | |||||||||||||||||||
Same-Store NOI(1) | 46,056 | |||||||||||||||||||
Same-Store Adjusted NOI(1) | 46,056 | |||||||||||||||||||
_______________________________________
(1)NOI, Adjusted NOI, Same-Store NOI, and Same-Store Adjusted NOI are non-GAAP financial measures. For definitions of NOI, Adjusted NOI, Same-Store NOI, and Same-Store Adjusted NOI, and a statement of why our management believes the presentation of these metrics provides useful information to investors and any additional purposes for which management uses these metrics, see “Non-GAAP Financial Measures” below. See our Same-Store and Total Portfolio Analysis below for additional information.
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.
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Business Strategy
Our business objectives are to grow our cash flows, maintain financial flexibility, increase the value of our portfolio, make regular cash distributions to our stockholders, and generate attractive risk-adjusted returns through the following growth strategies:
(i)Drive External Growth Through Disciplined Acquisitions: We intend to expand our senior housing footprint through disciplined acquisitions of high-quality senior housing communities, with a particular focus on assets that can be integrated into our RIDEA operating platform. We believe the RIDEA or similar structures offer superior alignment between ownership and operations, enabling us to actively participate in upside performance while maintaining flexibility in operator selection and asset strategy. We prioritize acquisitions in both existing markets—where we can leverage operational synergies—and new U.S. geographies that exhibit favorable demographic trends, limited new supply, and strong fundamentals. We see meaningful opportunity to scale our portfolio with both new and existing operators, who bring deep market knowledge and access to proprietary deal flow, and who share our commitment to quality, compliance, and resident outcomes. Our external growth strategy is grounded in our Manager’s rigorous underwriting, local market intelligence, and a disciplined approach to capital deployment, all of which positions us to expand our platform while maintaining operational excellence.
(ii)Continue to Capitalize on Opportunities for Expansion, Redevelopment, and Densification of Our Life Plan Communities: We are actively reinvesting in our existing life plan communities to unlock embedded value and support long-term performance. Across our portfolio of life plan communities, we have identified multiple opportunities for expansion and redevelopments, including the addition of independent living units, amenity upgrades, and wellness-focused programming. These investments are designed to meet evolving resident preferences and extend length of stay. We continue to evaluate expansion opportunities at select campuses with available land and favorable market dynamics, and we prioritize projects based on yield potential and local demand indicators, and excess land on many of our campuses allows for future development and densification opportunities with no incremental land cost.
(iii)Utilize Our Life Plan Communities’ Unique Entrance Fee Model: Our life plan communities are differentiated by an entrance fee model that provides upfront cash flow to us in addition to monthly resident fees. Our entrance fees are predominantly non-refundable, a materially different contract structure than that of traditional continuing care retirement communities. Additionally, most of our entrance fee contracts come with some level of discounted rates on future healthcare and include rate increase caps equal to the consumer price index plus 2%.
Market Trends and Uncertainties
Our operating results have been and will continue to be impacted by global and national economic and market conditions generally and by the local economic conditions where our communities are located.
Elevated interest rates and volatility in public and private equity and fixed income markets have led to increased costs and limitations on the availability of capital and have adversely impacted, and could continue to adversely impact, our borrowing costs, the fair value of fixed rate instruments, transaction volume, and real estate values generally, including our senior housing communities.
In addition, we and our operators may be affected by various factors over which we and they have no control. Those factors include, without limitation, the overall health of the economy, inflation pressures, supply chain issues, labor supply and cost, ability to hire and maintain qualified staff, ability to control other rising operating or construction costs, changes in the supply of or demand for competing senior housing properties, the potential for significant reform in healthcare policy or regulation, and the impact of any infectious disease and epidemic outbreaks. We cannot presently predict what impact these potential events may have on our operating results and cash flows, if any.
See “Risk Factors” in the Registration Statement for additional discussion of the risks posed by macroeconomic conditions, as well as the uncertainties we and our operators may face as a result.
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Company Highlights
Initial Public Offering
•In March 2026, we completed our initial public offering (“IPO”) of 48,300,000 shares of our Class A-1 common stock, which includes the exercise in full by the underwriters of their option to purchase up to an additional 6,300,000 shares of Class A-1 common stock, at a price to the public of $20.00. The IPO generated total gross proceeds of $966 million, less $65 million of fees paid to the underwriters. Shares of our Class A-1 common stock began trading on the New York Stock Exchange on March 20, 2026 under the ticker symbol “JAN.” See Notes 1, 11, and 18 to the Combined and Consolidated Financial Statements for additional information.
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 following the completion of a public offering (the “June Follow-On Offering”). As part of the June Follow-On Offering, we 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.
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 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.
Real Estate Transactions
•In January 2026, we acquired our joint venture partner’s 46.5% interest in SH 2019 Ventures, LLC (the “JV”) for $312 million (“JV Buyout”).
•During the nine months ended September 30, 2026, we acquired 41 senior housing communities for an aggregate purchase price of $2.26 billion.
•Subsequent to September 30, 2026, we completed $432 million of acquisitions, which included seven senior housing communities.
•During the three months ended June 30, 2026, we sold one senior housing community for $23 million.
Financing Activities
•In January 2026, we made a $102 million early full principal repayment of mortgage debt secured by two senior housing communities with original maturities in December 2026.
•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”).
•In September 2026, we 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 us 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 lender commitments, (the “Janus Living Term Loans”). The amended and restated Credit Facilities 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 Janus Living Credit Facilities to $1.75 billion. As of September 30, 2026, there were no outstanding borrowings under the Revolving Credit Facility.
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Dividends
The following table summarizes our common stock cash dividends declared in 2026:
| Declaration Date | Record Date | Amount Per Share | Dividend Payment Date | |||||||||||||||||
May 7(1) | June 12 | $0.0174 | June 24 | |||||||||||||||||
| May 7 | June 12 | 0.1425 | June 24 | |||||||||||||||||
| July 8 | July 17 | 0.0475 | July 29 | |||||||||||||||||
| July 8 | August 14 | 0.0475 | August 26 | |||||||||||||||||
| July 8 | September 11 | 0.0475 | September 23 | |||||||||||||||||
| September 11 | October 16 | 0.0475 | October 28 | |||||||||||||||||
| September 11 | November 12 | 0.0475 | November 23 | |||||||||||||||||
| September 11 | December 18 | 0.0475 | December 29 | |||||||||||||||||
(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.
Results of Operations
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.
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Non-GAAP Financial Measures
NOI and Adjusted NOI
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.
The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown were derived by applying our overall economic share determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities or the revenues and expenses; and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
Adjusted NOI is often referred to as “Cash NOI.” Management believes NOI and Adjusted NOI are important supplemental measures because they reflect only income and operating expense items that are incurred at the property level and present them on an unlevered basis. We use Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance and to evaluate our Same-Store performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP because they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI. For a reconciliation of net income (loss) to NOI and Adjusted NOI, see “Non-GAAP Financial Measures Reconciliations” below.
Same-Store NOI and Same-Store Adjusted NOI
Properties are included in Same-Store once they are fully operating for the entirety of the comparative periods presented. A property is removed from Same-Store when it is classified as held for sale, sold, placed into redevelopment, or experiences a casualty event or has a planned operator transition that significantly impacts operations. This information allows our stockholders, potential investors, and financial analysts to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties. We include properties from our portfolio, including properties owned by the JV, in NOI and Adjusted NOI (see the NOI and Adjusted NOI definitions above for further discussion regarding our use of pro rata share information and its limitations). Same-Store NOI and Same-Store Adjusted NOI exclude certain non-property specific operating expenses that are allocated to our operating segment.
Same-Store NOI and Same-Store Adjusted NOI are not measurements of financial performance under GAAP. In addition, other REITs or real estate companies may not define Same-Store or calculate Same-Store NOI and Same-Store Adjusted NOI in a manner consistent with our definition or calculation. Same-Store NOI and Same-Store Adjusted NOI should be considered as supplements, but not as alternatives, to our results calculated in accordance with GAAP. For a reconciliation of net income (loss) to Same-Store NOI and Same-Store Adjusted NOI and other relevant disclosures, refer to our Non-GAAP Financial Measures Reconciliations below.
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Nareit FFO
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.
The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown were derived by applying our overall economic share determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities or the revenues and expenses; and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
We believe Nareit FFO is an important supplemental non-GAAP measure of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Because real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term Nareit FFO was designed by the REIT industry to address this issue.
Nareit FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute Nareit FFO in accordance with the current Nareit definition; however, other REITs may report Nareit FFO differently or have a different interpretation of the current Nareit definition from ours. For a reconciliation of net income (loss) to Nareit FFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.
FFO As Adjusted
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.
The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown were derived by applying our overall economic share determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities or the revenues and expenses; and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
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Transaction and restructuring-related costs include expenses incurred as a result of acquisitions, operator transitions, severance, and other investment pursuit costs. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by stockholders, potential investors, and financial analysts in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions; (ii) evaluate the performance of our Manager; (iii) budget and forecast future results to assist in the allocation of resources; (iv) assess our performance as compared with similar real estate companies and the industry in general; and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs. For a reconciliation of net income (loss) to FFO as Adjusted and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.
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Comparison of the Three and Nine Months Ended September 30, 2026 to the Three and Nine Months Ended September 30, 2025
Overview
The following table summarizes results for the three months ended September 30, 2026 and 2025(1) (in thousands):
| Three Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Net income (loss) | $ | (5,608) | $ | 1,412 | $ | (7,020) | |||||||||||
| Nareit FFO | 73,074 | 37,069 | 36,005 | ||||||||||||||
| FFO as Adjusted | 75,848 | 36,808 | 39,040 | ||||||||||||||
_______________________________________
(1)For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measures Reconciliations” below.
Net income (loss) decreased primarily as a result of the following:
•an increase in depreciation and amortization expense related to the JV Buyout and other acquisitions of senior housing communities in 2026;
•an increase in transaction costs related to the IPO, senior housing operator transition costs, and other transaction-related costs; and
•an increase in stand-alone public company general and administrative expenses and the Healthpeak management fee incurred subsequent to the IPO.
The decrease in net income (loss) was partially offset by:
•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
•interest earned on proceeds from the IPO and Follow-On Offerings.
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.
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.
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The following table summarizes results for the nine months ended September 30, 2026 and 2025(1) (in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Net income (loss) | $ | 37,124 | $ | (3,268) | $ | 40,392 | |||||||||||
| Nareit FFO | 172,262 | 105,883 | 66,379 | ||||||||||||||
| FFO as Adjusted | 189,699 | 109,830 | 79,869 | ||||||||||||||
_______________________________________
(1)For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measures Reconciliations” below.
Net income (loss) increased primarily as a result of the following:
•an increase in gain upon change of control in connection with the JV Buyout in January 2026;
•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;
•interest earned on proceeds from the IPO and Follow-On Offerings;
•casualty-related recoveries;
•a gain on sale from the disposition of a senior housing community in 2026; and
•an increase in tax benefit recognized in connection with: (i) the disposition of a senior housing community in June 2026 and (ii) the derecognition of certain deferred tax assets and liabilities related to the change in tax status of certain entities in connection with the IPO.
The increase in net income (loss) was partially offset by:
•an increase in depreciation and amortization expense related to the JV Buyout and other acquisitions of senior housing communities in 2026;
•an increase in transaction costs related to the IPO, senior housing operator transition costs, and other transaction-related costs; and
•an increase in stand-alone public company general and administrative expenses and the Healthpeak management fee incurred subsequent to the IPO.
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:
•gain upon change of control;
•depreciation and amortization expense; and
•gain on sales of real estate.
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:
•casualty-related recoveries; and
•transaction costs.
Same-Store and Total Portfolio Analysis
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.
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Same-Store and Total Portfolio Analysis
The following table summarizes results at and for the three months ended September 30, 2026 and 2025 (dollars in thousands, except per unit data):
Same-Store(2) | Total Portfolio | ||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Resident fees and services | $ | 165,203 | $ | 150,458 | $ | 14,745 | $ | 268,300 | $ | 150,458 | $ | 117,842 | |||||||||||||||||||||||
| Operating expenses | (119,147) | (113,870) | (5,277) | (193,419) | (114,262) | (79,157) | |||||||||||||||||||||||||||||
| Janus Living’s share of unconsolidated joint venture NOI | — | — | — | — | 5,639 | (5,639) | |||||||||||||||||||||||||||||
| NOI | 46,056 | 36,588 | 9,468 | 74,881 | 41,835 | 33,046 | |||||||||||||||||||||||||||||
Adjustments to NOI(1) | — | — | — | 718 | (22) | 740 | |||||||||||||||||||||||||||||
| Adjusted NOI | $ | 46,056 | $ | 36,588 | $ | 9,468 | 75,599 | 41,813 | 33,786 | ||||||||||||||||||||||||||
| Less: Non-SS adjustments | (29,543) | (5,225) | (24,318) | ||||||||||||||||||||||||||||||||
| SS Adjusted NOI | $ | 46,056 | $ | 36,588 | $ | 9,468 | |||||||||||||||||||||||||||||
| Adjusted NOI % change | 25.9 % | ||||||||||||||||||||||||||||||||||
| Property count | 15 | 15 | 74 | 34 | |||||||||||||||||||||||||||||||
Average occupancy(2) | 89.7% | 86.7% | 86.5% | 85.8% | |||||||||||||||||||||||||||||||
Average occupied units(3) | 6,311 | 6,121 | 10,718 | 7,597 | |||||||||||||||||||||||||||||||
RevPOR per month(4) | $ | 8,726 | $ | 8,193 | $ | 7,421 | $ | 7,588 | |||||||||||||||||||||||||||
_________________________________
(1)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. Refer also to “Non-GAAP Financial Measures Reconciliations” below for a reconciliation of NOI and Adjusted NOI to net income (loss).
(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.
(3)Represents average occupied units as reported by the operators for the three-month period.
(4)Represents revenues (including our share of revenues from the JV) per average occupied unit for the applicable period divided by a factor of three. 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.
Same-Store Adjusted NOI increased primarily as a result of the following:
•increased rates for resident fees; and
•higher occupancy; partially offset by
•higher costs of labor, operator management fees, utilities, real estate taxes, and other operating expenses.
Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Same-Store Adjusted NOI and the following Non-Same-Store impacts:
•increased Adjusted NOI from senior housing communities acquired during 2026; and
•increased Adjusted NOI from the JV Buyout.
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The following table summarizes results at and for the nine months ended September 30, 2026 and 2025 (dollars in thousands, except per unit data):
Same-Store(2) | Total Portfolio | ||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Resident fees and services | $ | 486,825 | $ | 448,240 | $ | 38,585 | $ | 685,101 | $ | 448,240 | $ | 236,861 | |||||||||||||||||||||||
| Operating expenses | (353,096) | (335,505) | (17,591) | (496,803) | (336,687) | (160,116) | |||||||||||||||||||||||||||||
| Janus Living’s share of unconsolidated joint venture NOI | — | — | — | 748 | 17,794 | (17,046) | |||||||||||||||||||||||||||||
| NOI | 133,729 | 112,735 | 20,994 | 189,046 | 129,347 | 59,699 | |||||||||||||||||||||||||||||
Adjustments to NOI(1) | — | (844) | 844 | 718 | (899) | 1,617 | |||||||||||||||||||||||||||||
| Adjusted NOI | $ | 133,729 | $ | 111,891 | $ | 21,838 | 189,764 | 128,448 | 61,316 | ||||||||||||||||||||||||||
| Less: Non-SS adjustments | (56,035) | (16,557) | (39,478) | ||||||||||||||||||||||||||||||||
| SS Adjusted NOI | $ | 133,729 | $ | 111,891 | $ | 21,838 | |||||||||||||||||||||||||||||
| Adjusted NOI % change | 19.5 % | ||||||||||||||||||||||||||||||||||
| Property count | 15 | 15 | 74 | 34 | |||||||||||||||||||||||||||||||
Average occupancy(2) | 88.9% | 86.3% | 86.0% | 85.3% | |||||||||||||||||||||||||||||||
Average occupied units(3) | 6,275 | 6,093 | 8,688 | 7,555 | |||||||||||||||||||||||||||||||
RevPOR per month(4) | $ | 8,620 | $ | 8,173 | $ | 7,598 | $ | 7,584 | |||||||||||||||||||||||||||
(1)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. Refer also to “Non-GAAP Financial Measures Reconciliations” below for a reconciliation of NOI and Adjusted NOI to net income (loss).
(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.
(3)Represents average occupied units as reported by the operators for the nine-month period.
(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.
Same-Store Adjusted NOI increased primarily as a result of the following:
•increased rates for resident fees; and
•higher occupancy; partially offset by
•higher costs of labor, operator management fees, utilities, repairs and maintenance, real estate taxes, food, and other operating expenses.
Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Same-Store Adjusted NOI and the following Non-Same-Store impacts:
•increased Adjusted NOI from senior housing communities acquired during 2026; and
•increased Adjusted NOI from the JV Buyout.
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Other Income and Expense Items
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):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 78,682 | $ | 30,885 | $ | 47,797 | $ | 186,553 | $ | 94,875 | $ | 91,678 | |||||||||||||||||||||||
| General and administrative | 1,527 | 2,267 | (740) | 5,819 | 7,781 | (1,962) | |||||||||||||||||||||||||||||
| General and administrative - related party management fee | 3,779 | — | 3,779 | 6,579 | — | 6,579 | |||||||||||||||||||||||||||||
| Interest expense | 486 | 950 | (464) | 1,187 | 2,847 | (1,660) | |||||||||||||||||||||||||||||
| Transaction costs | 3,400 | — | 3,400 | 26,188 | — | 26,188 | |||||||||||||||||||||||||||||
| Gain (loss) on sales of real estate, net | — | — | — | 3,884 | — | 3,884 | |||||||||||||||||||||||||||||
| Gain (loss) upon change of control, net | — | — | — | 46,270 | — | 46,270 | |||||||||||||||||||||||||||||
| Gain (loss) on debt extinguishments | — | — | — | (403) | — | (403) | |||||||||||||||||||||||||||||
| Other income (expense), net | 8,276 | (98) | 8,374 | 25,557 | (6,507) | 32,064 | |||||||||||||||||||||||||||||
| Income tax benefit (expense) | (891) | (1,576) | 685 | (267) | (6,263) | 5,996 | |||||||||||||||||||||||||||||
| Equity income (loss) from unconsolidated joint venture | — | 992 | (992) | 111 | 3,452 | (3,341) | |||||||||||||||||||||||||||||
| Noncontrolling interests’ share in earnings | 1,287 | — | 1,287 | 610 | — | 610 | |||||||||||||||||||||||||||||
Depreciation and amortization
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.
General and administrative
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.
General and administrative - related party management fee
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.
Interest expense
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.
Transaction costs
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.
Gain (loss) on sales of real estate, net
Gain on sales of real estate, net increased for the nine months ended September 30, 2026 as a result of the disposition of a senior housing community in June 2026 as compared to no dispositions of real estate during the nine months ended September 30, 2025.
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Gain (loss) upon change of control, net
Gain upon change of control increased for the nine months ended September 30, 2026 as a result of the JV Buyout in January 2026.
Gain (loss) on debt extinguishments
Loss on debt extinguishment increased for the nine months ended September 30, 2026 as a result of the full repayment of our mortgage debt in January 2026.
Other income (expense), net
Other income (expense), net increased for the three and nine months ended September 30, 2026 primarily as a result of interest earned on proceeds from the IPO and Follow-On Offerings. Other income (expense), net further increased for the nine months ended September 30, 2026 primarily as a result of: (i) casualty-related recoveries recognized in 2026 and (ii) casualty-related losses incurred in 2025 associated with Hurricane Milton.
Income tax benefit (expense)
Income tax expense decreased for the nine months ended September 30, 2026 primarily as a result of: (i) the tax benefit from the derecognition of certain deferred tax assets and liabilities related to the change in tax status of certain entities in connection with the IPO and (ii) the tax benefit recognized in connection with the disposition of a senior housing community in June 2026. Other activity during the three and nine months ended September 30, 2026 includes the net impact of operations of our senior housing communities and changes in actuarial reserves for insurance claims that have been incurred but not reported.
Equity income (loss) from unconsolidated joint venture
Equity income (loss) from unconsolidated joint ventures decreased for the three and nine months ended September 30, 2026 as a result of the JV Buyout in January 2026.
Noncontrolling interests’ share in earnings
Noncontrolling interests’ share in loss increased for the three and nine months ended September 30, 2026 as a result of the allocation of net loss from issuance of common units in Janus Living OP to Healthpeak in connection with the IPO.
Liquidity and Capital Resources
As of September 30, 2026, we had $338 million of cash and cash equivalents. We currently expect that our principal sources of funding will include:
•current cash balances, including the proceeds received from the IPO and Follow-On Offerings;
•cash flows from operations;
•borrowings under our Revolving Credit Facility; and
•other forms of debt financings and equity offerings.
Our liquidity requirements and capital commitments primarily consist of:
•operating activities and overall working capital;
•capital expenditures;
•future acquisition, transactional and development activities;
•debt service obligations; and
•funding distributions to our stockholders and noncontrolling interest members.
We anticipate that existing cash balances, cash flows from operations, and available financing arrangements will be adequate to satisfy our short-term liquidity requirements and capital commitments for the next 12 months and for the foreseeable future. We expect to utilize the same sources of capital we will rely on to meet our short-term liquidity requirements to also meet our long-term liquidity requirements, which include funding our operating activities, our debt service obligations and stockholder distributions, and capital expenditures, including our future development, transactional and acquisition activities.
Our ability to access the capital markets impacts our cost of capital, as well as our ability to fund future acquisitions and capital expenditures through the issuance of additional securities or secured debt. Changes in general market and economic conditions impact our ability to access capital and directly impact our cost of capital. Our Revolving Credit Facility accrues interest at SOFR plus a margin based on our leverage ratio. We also pay a facility fee on the entire commitment under our Revolving Credit Facility that is initially based on our leverage ratio.
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While negative impacts to our leverage may adversely impact our cost of borrowing, we believe we would continue to have access to the unsecured debt markets, and we could also seek to enter into one or more secured debt financings, issue additional securities, or dispose of certain assets to fund future operating costs, capital expenditures, or acquisitions, although no assurances can be made in this regard. Refer to “Market Trends and Uncertainties” above for a more comprehensive discussion of the potential impact of economic and market conditions on our business.
Changes in Material Cash Requirements and Off-Balance Sheet Arrangements
Debt. Our material cash requirements related to debt decreased by $103 million to zero at September 30, 2026, when compared to our cash requirements at December 31, 2025, as a result of the full principal repayment of mortgage debt secured by two senior housing communities in January 2026. See Note 7 to the Combined and Consolidated Financial Statements for additional information about our debt commitments.
Minimum Liquid Reserve (“MLR”). The MLR required by state licensing authorities decreased by $2 million to $93 million at September 30, 2026, when compared to the MLR required at December 31, 2025, as a result of a decrease of $22 million in the promissory note requirement, partially offset by an increase of $20 million in the restricted cash requirement. See Note 10 to the Combined and Consolidated Financial Statements for additional information about our MLR requirements.
Other investment commitments. As of September 30, 2026, our total investment was $0.2 million in a fund that makes venture capital investments in early-stage technology solutions (the “AgeTech Investment”). At September 30, 2026, our remaining funding commitment related to the AgeTech Investment was $2 million, which is expected to be funded over the next four years. See Note 13 to the Combined and Consolidated Financial Statements for additional information.
Distribution and dividend requirements. Our dividend policy on our common stock is to distribute a percentage of our cash flow to ensure that we meet the dividend requirements of the Internal Revenue Code of 1986, as amended (the “Code”), relative to maintaining our REIT status, while still allowing us to retain cash to fund capital improvements and other investment activities. Under the Code, REITs may be subject to certain federal income and excise taxes on undistributed taxable income. During the nine months ended September 30, 2026, our Board of Directors declared common stock cash dividends of $0.4449 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 each of the three months ended September 30, 2026 and December 31, 2026. On an annualized basis, this would be $0.57 per share. Any future common stock cash dividends, if and as declared, may vary and will be determined by the Board based upon the circumstances prevailing at the time, including our financial condition.
Off-Balance Sheet Arrangements. As of September 30, 2026, we had ten outstanding letter of credit obligations totaling $1.3 million.
There have been no other material changes, outside of the ordinary course of business, during the nine months ended September 30, 2026 to the material cash requirements or material off-balance sheet arrangements disclosed in our Registration Statement for the year ended December 31, 2025, including under the sections entitled “Off-Balance Sheet Arrangements” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Cash Flow Summary
The following summary discussion of our cash flows is based on the Combined and Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
The following table sets forth changes in cash flows (in thousands):
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| Net cash provided by (used in) operating activities | $ | 224,718 | $ | 94,025 | $ | 130,693 | |||||||||||
| Net cash provided by (used in) investing activities | (2,622,064) | (69,286) | (2,552,778) | ||||||||||||||
| Net cash provided by (used in) financing activities | 2,737,708 | (20,926) | 2,758,634 | ||||||||||||||
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Operating Cash Flows
Our cash flows from operations are dependent upon the occupancy levels of our properties, residency rates, our operators’ performance, the level of operating expenses, and other factors. Our net cash provided by operating activities increased $131 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily as a result of: (i) an increase in Adjusted NOI from: (a) senior housing communities acquired in 2026, (b) increased rates for resident fees, and (c) higher occupancy, and (ii) non-refundable entrance fee collections, partially offset by an increase in transaction costs related to the IPO and operator transitions.
Investing Cash Flows
Our cash flows from investing activities are generally used to fund acquisitions and capital expenditures, net of proceeds received from sales of real estate and distributions received from the JV. Our net cash used in investing activities increased $2.6 billion for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily as a result of the following: (i) an increase in cash used for real estate asset acquisitions, including the JV Buyout, and (ii) a decrease in distributions from unconsolidated joint ventures. The increase in net cash used in investing activities was partially offset by: (i) an increase in proceeds received from the sales of real estate, (ii) an increase in proceeds received from insurance recoveries, and (iii) a decrease in cash used for capital expenditures, primarily related to a decrease in casualty-related capital expenditures.
Financing Cash Flows
Our cash flows from financing activities are generally impacted by repayments under our mortgage debt, equity issuances, contributions from and distributions to Healthpeak, and dividends paid to common shareholders. Our net cash provided by financing activities increased $2.8 billion for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 primarily as a result of the following: (i) proceeds received from the IPO and Follow-On Offerings, net of underwriting fees, and (ii) an increase in net contributions from Healthpeak. The increase in net cash provided by financing activities was partially offset by: (i) an increase in repayments of mortgage debt and debt extinguishment costs, (ii) an increase in dividends paid on common stock, (iii) an increase in payments of offering costs, (iv) an increase in distributions to noncontrolling interests, and (v) an increase in payments for deferred financing costs related to our Credit Facilities.
Debt
In January 2026, we made a $102 million early full principal repayment of mortgage debt secured by two senior housing communities with original maturities in December 2026, reducing our outstanding consolidated debt to zero.
See Note 7 to the Combined and Consolidated Financial Statements for additional information about our Credit Facilities. No principal had been drawn on our Credit Facilities as of September 30, 2026. The Company may utilize its Credit Facilities to fund acquisitions and other commitments. At September 30, 2025, all of our outstanding debt was fixed rate with a weighted average effective interest rate of 3.5%.
Equity
At September 30, 2026, we had 234 million shares of Class A-1 common stock and 76 million shares of Class A-2 common stock outstanding, equity totaled $4.1 billion, and our equity securities, inclusive of common units convertible into Class A-1 common stock, had a market value of $9.2 billion.
Noncontrolling Interests
Janus Living OP Units. Common unitholders (“OP Unitholders”) have the right to require redemption of part or all of their common 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 either one share of the 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. Subsequent to 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, Healthpeak’s ownership of Janus Living’s Class A-1 and Class A-2 common shares, together with Healthpeak’s ownership of common units of Janus Living OP, provided Healthpeak with voting and economic rights of 69.2% of Janus Living. The common units held by Healthpeak are recognized within common units of Janus Living OP, LLC held by Healthpeak Properties, Inc. on the Combined and Consolidated Balance Sheets.
40
LTIP Units. During the nine months ended September 30, 2026, certain of our employees (“LTIP Unitholders”) were issued approximately 392 thousand noncontrolling, non-managing member units in Janus Living OP (“LTIP Units”). 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 our Class A-1 common stock, at our option as managing member of Janus Living OP. The per unit redemption amount is equal to either one share of our 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. We classify the LTIP Units in permanent equity because we may elect, in our sole discretion, to issue shares of our 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.
Non-GAAP Financial Measures Reconciliations
The following is a reconciliation from net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Nareit FFO and FFO as Adjusted (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | (5,608) | $ | 1,412 | $ | 37,124 | $ | (3,268) | |||||||||||||||
| Real estate related depreciation and amortization | 78,682 | 30,885 | 186,553 | 94,875 | |||||||||||||||||||
| Janus Living’s share of real estate related depreciation and amortization from unconsolidated joint venture | — | 4,772 | 602 | 14,276 | |||||||||||||||||||
| Loss (gain) on sales of depreciable real estate, net | — | — | (3,884) | — | |||||||||||||||||||
Loss (gain) upon change of control, net(1) | — | — | (46,270) | — | |||||||||||||||||||
| Taxes associated with real estate dispositions | — | — | (1,863) | — | |||||||||||||||||||
| Nareit FFO | 73,074 | 37,069 | 172,262 | 105,883 | |||||||||||||||||||
| Participating securities share in Nareit FFO | (8) | — | (25) | — | |||||||||||||||||||
| Diluted Nareit FFO | $ | 73,066 | $ | 37,069 | $ | 172,237 | $ | 105,883 | |||||||||||||||
| Impact of adjustments to Nareit FFO: | |||||||||||||||||||||||
Transaction and restructuring-related costs(2) | $ | 3,038 | $ | — | $ | 24,740 | $ | — | |||||||||||||||
| Loss (gain) on debt extinguishments | — | — | 302 | — | |||||||||||||||||||
Casualty-related charges (recoveries), net(3) | (264) | (261) | (5,715) | 3,947 | |||||||||||||||||||
Recognition (reversal) of valuation allowance on deferred tax assets(4) | — | — | (1,890) | — | |||||||||||||||||||
| Total adjustments | $ | 2,774 | $ | (261) | $ | 17,437 | $ | 3,947 | |||||||||||||||
| FFO as Adjusted | $ | 75,848 | $ | 36,808 | $ | 189,699 | $ | 109,830 | |||||||||||||||
| Participating securities share in FFO as Adjusted | (1) | — | (4) | — | |||||||||||||||||||
| Diluted FFO as Adjusted | $ | 75,847 | $ | 36,808 | $ | 189,695 | $ | 109,830 | |||||||||||||||
| Other operating data: | |||||||||||||||||||||||
| Non-refundable entrance fee sales in excess of (less than) the related GAAP amortization | $ | 16,710 | $ | 12,711 | $ | 37,331 | $ | 36,449 | |||||||||||||||
| Deferred income taxes | 816 | 1,198 | 4,081 | 6,513 | |||||||||||||||||||
| Stock-based compensation amortization expense | 343 | — | 716 | — | |||||||||||||||||||
| AFFO capital expenditures | (7,159) | (5,761) | (15,832) | (9,326) | |||||||||||||||||||
| Amortization of deferred financing costs and debt discounts (premiums) | 209 | (186) | 282 | (550) | |||||||||||||||||||
Other items(5) | 715 | (388) | 708 | (3,103) | |||||||||||||||||||
Refer to footnotes on the next page.
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_______________________________________
(1)The nine months ended September 30, 2026 includes a gain upon change of control related to the acquisition of the joint venture partner’s 46.5% interest in the JV which held 19 senior housing properties.
(2)The three and nine months ended September 30, 2026 include transaction costs comprised of legal, advisory, and other professional fees, operator transition costs, transfer taxes, formation and organization costs, and other transaction-related costs. The nine months ended September 30, 2026 also includes expenses related to one-time fully vested equity awards associated with our initial public offering.
(3)Casualty-related charges (recoveries), net are recognized in other income (expense), net and equity income (loss) from unconsolidated joint venture in the Combined and Consolidated Statements of Operations.
(4)The nine months ended September 30, 2026 includes the income tax impact related to the change in tax status of certain entities in connection with our initial public offering.
(5)The three and nine months ended September 30, 2026 and the nine months ended September 30, 2025 include the effects of changes in actuarial reserves for insurance claims that have been incurred but not reported. The three and nine months ended September 30, 2025 also include our proportionate share of AFFO capital expenditures from the JV. AFFO Capital Expenditures include costs incurred in our operating portfolio required to maintain the properties in current market condition and generally are recurring in nature.
The following table reconciles net income (loss) to NOI and Adjusted NOI for the three and nine months ended September 30, 2026 and 2025 (dollars in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | (5,608) | $ | 1,412 | $ | 37,124 | $ | (3,268) | |||||||||||||||
| 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 | — | |||||||||||||||||||
| Loss (gain) on sales of real estate, net | — | — | (3,884) | — | |||||||||||||||||||
Loss (gain) upon change of control, net | — | — | (46,270) | — | |||||||||||||||||||
Loss (gain) on debt extinguishments | — | — | 403 | — | |||||||||||||||||||
Other expense (income), net | (8,276) | 98 | (25,557) | 6,507 | |||||||||||||||||||
Income tax expense (benefit) | 891 | 1,576 | 267 | 6,263 | |||||||||||||||||||
Equity loss (income) from unconsolidated joint venture | — | (992) | (111) | (3,452) | |||||||||||||||||||
| Janus Living’s share of unconsolidated joint venture NOI | — | 5,639 | 748 | 17,794 | |||||||||||||||||||
| NOI | $ | 74,881 | $ | 41,835 | $ | 189,046 | $ | 129,347 | |||||||||||||||
| Adjustments to NOI | 718 | (22) | 718 | (899) | |||||||||||||||||||
| Adjusted NOI | $ | 75,599 | $ | 41,813 | $ | 189,764 | $ | 128,448 | |||||||||||||||
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires our management to use judgment in the application of critical accounting estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates could affect our financial position or results of operations. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our combined and consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A discussion of accounting estimates that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Registration Statement. During the nine months ended September 30, 2026, we included a new critical accounting estimate as described below:
Valuation of Real Estate Upon Acquisition
For real estate acquisitions accounted for as asset acquisitions, we allocate the acquisition consideration and acquisition costs to the assets acquired and liabilities assumed at fair value as of the acquisition date.
42
We make estimates as part of our process for allocating acquisition consideration to the various identifiable assets and liabilities based upon the relative fair value of each asset and liability. These fair values are determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant. We utilize available market information in our assessment, such as capitalization and discount rates and comparable sale transactions. The most significant components of our allocations are typically buildings as-if-vacant, land, and in-place resident contract intangibles. In the case of allocating fair value to buildings and in-place resident contract intangibles, our fair value estimates will affect the amount of depreciation and amortization we record over the estimated useful life of each asset acquired.
43
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk. We are exposed to various market risks, primarily from the potential loss arising from adverse changes in interest rates. Our $1.25 billion Revolving Credit Facility bears interest based on SOFR. However, at September 30, 2026, the Revolving Credit Facility was undrawn. In the future, we may use derivative and other financial instruments in the normal course of business to mitigate interest rate risk. We will not use derivative financial instruments for speculative or trading purposes.
44
Item 4. Controls and Procedures
Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2026.
Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1A. Risk Factors
We have described in the section entitled “Risk Factors” included in the Registration Statement, the primary risk factors that could materially affect our business, financial condition, or future results. There have been no material changes to those risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a)
None.
(b)
None.
(c)
None.
Item 5. Other Information
Insider Trading Arrangements
During the three months ended September 30, 2026, none of our directors or Section 16 officers adopted, modified, or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement
46
Item 6. Exhibits
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document. | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
_______________________________________
* Filed herewith.
** Furnished herewith.
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 3, 2026 | Janus Living, Inc. | ||||
| /s/ SCOTT M. BRINKER | |||||
| Scott M. Brinker | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
/s/ KELVIN O. MOSES | |||||
Kelvin O. Moses | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| /s/ SHAWN G. JOHNSTON | |||||
| Shawn G. Johnston | |||||
| Executive Vice President and | |||||
| Chief Accounting Officer | |||||
| (Principal Accounting Officer) | |||||
48
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Scott M. Brinker, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Janus Living, Inc. for the period ended September 30, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| 4 | |||||
| Date: November 3, 2026 | /s/ SCOTT M. BRINKER | ||||
| Scott M. Brinker | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Kelvin O. Moses, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Janus Living, Inc. for the period ended September 30, 2026;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| 4 | |||||
| Date: November 3, 2026 | /s/ KELVIN O. MOSES | ||||
| Kelvin O. Moses | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Janus Living, Inc., a Maryland corporation (the “Company”), hereby certifies, to his knowledge, that:
(i) the accompanying quarterly report on Form 10-Q of the Company for the period ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: November 3, 2026 | /s/ SCOTT M. BRINKER | ||||
| Scott M. Brinker | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Janus Living, Inc., a Maryland corporation (the “Company”), hereby certifies, to his knowledge, that:
(i) the accompanying quarterly report on Form 10-Q of the Company for the period ended September 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: November 3, 2026 | /s/ KELVIN O. MOSES | ||||
| Kelvin O. Moses | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.