JAN 10-K & 10-Q changes, risk factors and insider trading

As more fully set forth under “Risk Factors” in our prospectus filed on MarchJune 23,3, 2026 with the Securities and Exchange Commission (“SEC”), as part of our Registration Statement on Form S-11 (File No. 333-293835333-296384) (such prospectus and registration statement, the “Registration Statement”), principal risks and uncertainties that may cause our actual results to differ materially from the expectations contained in the forward-looking statements include, among other things:

•operational risks associated with our communities, all of which are owned and operated under RIDEA (as defined below) or similar structures;

•Healthpeak’s failure to qualify as a REIT during certain periods prior to thisour offeringIPO;

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.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:

Janus Living, Inc. (“Janus Living” or the “Company”) is a pure-play senior housing real estate investment trust (“REIT”), and the only United States (“U.S.”) publicly traded REIT whose portfolio is owned and operated under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) or similar structures. Janus Living has a portfolio consisting of 4041 senior housing communities, comprised of 11,25211,420 units as of MarchJune 31,30, 2026. Our communities are located primarily in major retirement markets across 1213 states, with units in Florida and Texas representing 67%64% of the total units as of MarchJune 31,30, 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 Healthpeak Investment Management, LLC (the “Manager”),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).

At MarchJune 31,30, 2026, our portfolio of investments included 4041 senior housing communities. The following table summarizes certain financial information for the three months ended MarchJune 31,30, 2026 (dollars in thousands):

For a description of our significant activities during the three and six months ended MarchJune 31,30, 2026, see “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Highlights” in this report.

(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 structureor offerssimilar 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.

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 our 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 tenants, operators, and borrowersoperators may face as a result.

•In January 2026, we acquired our joint venture partner’s 46.5% interest in SH 2019 Ventures, LLVLLC (the “JV”) for $312 million (“JV Buyout”).

•InDuring the three months ended March 31, 2026, we acquired (i) a portfolio of two senior housing communities in Atlanta, Georgia for $240 million, (ii) a portfolio of three senior housing communities in Orlando, Florida for $121 million, and (iii) one senior housing community in Seattle, Washington for $41 million.

•In March 2026, concurrent with the closing of the IPO, we entered into a credit agreement consisting of a $500 million revolving credit facility maturing in March 2030 and a $100 million term loan maturing in March 2031, each bearing interest at SOFR plus 105 and 110 basis points, respectively. As of MarchJune 31,30, 2026, there were no outstanding borrowings under the credit agreement.

We have one operating segment, senior housing, based on how our Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, assesses performance and allocates resources. Our reportable segment, as determined in accordance with ASC 280, Segment Reporting, is the same as our operating segment. Our senior housing properties are operated through RIDEA or similar structures. We evaluate performance based: (i) on net income (loss) as reported on our Combined and Consolidated Statements of Operations, as we believe it provides a comprehensive indication of overall results of operations and (ii) Adjusted NOINOI, as further described below. The accounting policies of theour senior housingreportable segment are the same as those described in the Note 2 to the combined financial statements for the fiscal year ended December 31, 2025 included in our Registration Statement, as updated by Note 2 herein.

NOI and Adjusted NOI are non-U.S. generally accepted accounting principalsprinciples (“GAAP”) supplemental financial measures used to evaluate the performance of our business. NOI represents resident fees and services less property level operating expenses. Adjusted NOI is calculated as NOI after eliminating the effects of operator transition costs and actuarial reserves for insurance claims that have been incurred but not reported. NOI and Adjusted NOI exclude all other financial statement amounts included in net income (loss). NOI and Adjusted NOI are calculated as NOI and Adjusted NOI, respectively, from our properties, using our share of NOI and Adjusted NOI, respectively, from the JV (calculated by applying our actual ownership percentage for the period) and excluding noncontrolling interests’ share from consolidated joint ventures (calculated by applying our actual ownership percentage for the period) of NOI and Adjusted NOI, respectively. Prior to the JV Buyout, we utilized our share of NOI and Adjusted NOI in assessing our performance as the JV contributed to our performance. Our share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. Prior to the JV Buyout, we did not control the JV, and the pro rata presentations of reconciling items included in NOI and Adjusted NOI do not represent our legal claim to such items during periods prior to the JV Buyout. We and our JV partner were entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreement, which provided for such allocations generally according to its invested capital.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 to the Three and Six Months Ended MarchJune 31,30, 2025

The following table summarizes results for the three months ended MarchJune 31,30, 2026 and 2025(1) (in thousands):

•an increase in Adjusted NOI related to: (i) increased occupancy, (ii) increased rates for resident fees, (iii) a reduction in operating expenses, (iv) the JV Buyout, and (viv) other acquisitions of senior housing propertiescommunities in 2026.2026;

•an increase in depreciation and amortization expense related to the JV Buyout and acquisitions of senior housing propertiescommunities during the three months ended March 31,in 2026; and

•an increase in transaction costs related to the IPO.IPO and senior housing operator transition costs.

Nareit FFO decreasedincreased primarily as a result of the aforementioned events impacting net income (loss), except for the following, which are excluded from Nareit FFO:

•depreciation and amortization expense.expense; and

FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except for transactionthe and restructuring-related costs,following, which are excluded from FFO as Adjusted.Adjusted: