Janus Living, Inc. filed a Form 8-K on August 12, 2026, disclosing the closing of a registered underwritten public offering of 18,400,000 shares of Class A-1 common stock and the entry into an Underwriting Agreement dated August 10, 2026.

Key Highlights

  • Total shares offered: 18,400,000 shares of Class A-1 common stock, $0.01 par value per share, were sold in the offering.
  • Overallotment exercised in full: The 18,400,000 share total includes 2,400,000 additional shares purchased pursuant to the underwriters' full exercise of their option.
  • Underwriting Agreement dated August 10, 2026: The agreement was entered into among Janus Living, Inc., Janus Living OP, LLC, Healthpeak Investment Management, LLC (as external manager), and representatives BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC.
  • Registration Statement on Form S-11: The offering was made pursuant to File No. 333-298182.
  • Emerging growth company: The registrant indicated it qualifies as an emerging growth company under applicable SEC rules.
  • Signed by CFO: The filing was signed by Kelvin O. Moses, Chief Financial Officer, on August 12, 2026.

Janus Living Completes Registered Underwritten Stock Offering with Full Overallotment Exercise

According to the filing, Janus Living, Inc. (NYSE:JAN), a Maryland corporation headquartered at 4600 South Syracuse Street, Suite 500, Denver, CO 80237, closed its registered underwritten public offering on August 12, 2026. The company disclosed that the offering consisted of 18,400,000 shares of Class A-1 common stock at a par value of $0.01 per share, which included the underwriters' option to purchase 2,400,000 additional shares being exercised in full.

The filing reports that the Underwriting Agreement, dated August 10, 2026, was executed among the company, its operating entity Janus Living OP, LLC, its external manager Healthpeak Investment Management, LLC, and three underwriter representatives: BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC. According to the filing, the agreement contains "customary representations, warranties, covenants and agreements by the Company, the Operating Company and the Manager, customary conditions to closing, indemnification obligations of the Company, the Operating Company and the underwriters, including for liabilities under the Securities Act, certain other obligations of the parties and termination provisions."

The company noted that the Underwriting Agreement was filed as Exhibit 1.1 to the Current Report and that the summary of its terms is "qualified in its entirety by the text of the Underwriting Agreement." The offering was conducted pursuant to the company's registration statement on Form S-11 (File No. 333-298182). Janus Living indicated it is an emerging growth company but did not elect to use the extended transition period for complying with new or revised financial accounting standards.

What Was Disclosed

Janus Living, Inc. disclosed the August 12, 2026 closing of an 18,400,000-share public offering, including full exercise of a 2,400,000-share overallotment option, and the entry into a related Underwriting Agreement with BofA Securities, J.P. Morgan Securities, and Wells Fargo Securities as representatives.