Janus Living Inc-A-1美股招股说明书(2026-06-03版)

25,000,000 SharesJanus Living, Inc.ClassA-1 Common Stock We are offering 25,000,000 shares of our ClassA-1 common stock. All of the shares of ClassA-1 common stock offered by thisprospectus are being sold by us. Our ClassA-1 common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “JAN.” On June 2, 2026, thelast reported sale price of our ClassA-1 common stock was $25.45 per share. We intend to elect to qualify as a real estate investment trust (“REIT”), for U.S. federal income tax purposes, commencing with ourtaxable year ending December31, 2026. To assist us in qualifying as a REIT, our charter prohibits, with certain exceptions, the beneficialor constructive ownership by any person of more than 9.8% in value of the aggregate of the outstanding shares of our capital stock ormore than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of our ClassA-1 common stock. In addition, our charter contains various other restrictions on the ownership and transfer of our common stock andcapital stock. See “Description of Our Capital Stock — Restrictions on Ownership and Transfer” for a detailed description of theownership and transfer restrictions applicable to our ClassA-1 common stock. We are externally managed and advised by Healthpeak Investment Management, LLC (our “Manager”), an indirect subsidiary ofHealthpeak Properties, Inc. (NYSE: DOC) (together with its consolidated subsidiaries, “Healthpeak”), under the terms of a managementagreement. Affiliates of Healthpeak own a majority of the voting power of shares of our common stock eligible to vote in the election ofour directors. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE. See“Management — Controlled Company Exception” and “Principal Stockholders.” We are an “emerging growth company” as defined inSection2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), and, as such, we have elected to comply with certainreduced public company reporting requirements for this prospectus and future filings. See “Summary — Implications of Being anEmerging Growth Company.” Investing in our ClassA-1 common stock involves risks. See “Risk Factors” beginning on page29of this prospectus for factors you shouldconsider before making a decision to invest in our ClassA-1 common stock. Neither the Securities and Exchange Commission (“SEC”) nor any state or other securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ShareTotalPublic offering price$25.00$625,000,000Underwriting discount$ 0.9375$ 23,437,500Proceeds, before expenses, to us$24.0625$601,562,500(1) We refer you to “Underwriting” beginning on page178of this prospectus for additional information regarding underwritingcompensation. The underwriters expect to deliver the shares of ClassA-1 common stock to purchasers on or about June 4, 2026. Lead Book-Running Managers TABLE OF CONTENTS PROSPECTUS SUMMARY1THE OFFERING19SUMMARY SELECTED HISTORICAL AND PRO FORMA COMBINED AND CONSOLIDATEDFINANCIAL AND OTHER DATA21RISK FACTORS29SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS60USE OF PROCEEDS63DISTRIBUTION POLICY64CAPITALIZATION65MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS66BUSINESS AND PROPERTIES87OUR MANAGER AND THE MANAGEMENT AGREEMENT104MANAGEMENT113CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS122STRUCTURE AND FORMATION OF OUR COMPANY124POLICIES WITH RESPECT TO CERTAIN ACTIVITIES126DESCRIPTION OF JANUS LIVING OP, LLC’S OPERATING AGREEMENT129PRINCIPAL STOCKHOLDERS136DESCRIPTION OF OUR CAPITAL STOCK138CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS143SHARES ELIGIBLE FOR FUTURE SALE150UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS152ERISA CONSIDERATIONS175UNDERWRITING178LEGAL MATTERS185EXPERTS186WHERE YOU CAN FIND MORE INFORMATION187INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or in any free writing prospectusprepared by us. We have not, and the underwriters have not, authorized anyone to provide you with differentor additional information. If anyone provides you with different or additional information, you should notrely on it. We and the underwriters are not making an offer to sell the securities offered hereby in anyjurisdiction where the offer or sale is not permitted. You should assume that the information appearing inthis prospectus and any free writing prospectus prepared by us is accurate only as of their respective datesor on the date or dates which are specified in these documents. Our business, financial condition, liquidity,results of operations and prospects may have changed since those dates. In this prospectus, we refer to information and statistics regarding, among other things, th