Janus Living, Inc. filed a Form 8-K on November 6, 2026, disclosing the closing of a registered underwritten public offering of 30,187,500 shares of Class A-1 common stock and the entry into the related Underwriting Agreement dated November 4, 2026.

Key Highlights

  • Total shares offered: 30,187,500 shares of Class A-1 common stock, $0.01 par value per share, were sold in the offering.
  • Overallotment exercised in full: The 30,187,500 shares include the underwriters' full exercise of their option to purchase 3,937,500 additional shares.
  • Underwriting Agreement date: The Underwriting Agreement was dated November 4, 2026, with the offering closing on November 6, 2026.
  • Lead underwriters: BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and Goldman Sachs & Co. LLC acted as representatives of the several underwriters.
  • External manager involved: Healthpeak Investment Management, LLC, identified as the external manager to the company, was a party to the Underwriting Agreement.
  • Registration statement: The offering was made pursuant to Form S-11 (File No. 333-299816) and a Rule 462(b) registration statement (File No. 333-299833).

Janus Living Completes Registered Offering and Underwriting Agreement

According to the filing, Janus Living, Inc. (NYSE:JAN) closed a registered underwritten public offering on November 6, 2026, selling 30,187,500 shares of its Class A-1 common stock at a par value of $0.01 per share. The company disclosed that this total includes the full exercise by the underwriters of their option to purchase 3,937,500 additional shares, which is commonly referred to as the overallotment or "greenshoe" option.

The filing reports that in connection with the offering, the company entered into the Underwriting Agreement dated November 4, 2026. Parties to the agreement included Janus Living, Inc., its operating entity Janus Living OP, LLC, external manager Healthpeak Investment Management, LLC, and the underwriter representatives: BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and Goldman Sachs & Co. LLC. According to the filing, the Underwriting Agreement "contains customary representations, warranties, covenants and agreements by the Company, the Operating Company and the Manager, customary conditions to closing, indemnification obligations of the Company, the Operating Company and the underwriters, including for liabilities under the Securities Act, certain other obligations of the parties and termination provisions."

The offering was conducted pursuant to two registration statements filed on Form S-11: File No. 333-299816 and File No. 333-299833, the latter filed under Rule 462(b) of the Securities Act of 1933. The filing was signed by Kelvin O. Moses, Chief Financial Officer, on November 6, 2026. The company is incorporated in Maryland, is headquartered at 4600 South Syracuse Street, Suite 500, Denver, CO 80237, and is classified as an emerging growth company under applicable SEC rules.

What Was Disclosed

Janus Living, Inc. disclosed the closing of a 30,187,500-share public offering of Class A-1 common stock, including full exercise of the underwriters' overallotment option, and the entry into an Underwriting Agreement dated November 4, 2026, with four named underwriter representatives and its external manager.