Janus Living Inc-A-1美股招股说明书(2026-08-11版)

16,000,000 Shares Janus Living, Inc. ClassA-1 Common Stock We are offering 16,000,000 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 August10, 2026,the last reported sale price of our ClassA-1 common stock was $30.18 per share. We intend to elect to qualify as a real estate investment trust (“REIT”), for U.S. federal income tax purposes, commencing withour taxable year ending December31, 2026. To assist us in qualifying as a REIT, our charter prohibits, with certain exceptions, thebeneficial or constructive ownership by any person of more than 9.8% in value of the aggregate of the outstanding shares of our capitalstock or more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares ofour ClassA-1 common stock. In addition, our charter contains various other restrictions on the ownership and transfer of our commonstock and capital stock. See “Description of Our Capital Stock — Restrictions on Ownership and Transfer” for a detailed description ofthe ownership 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 amanagement agreement. Affiliates of Healthpeak own a majority of the voting power of shares of our common stock eligible to vote inthe election of our directors. As a result, we are a “controlled company” within the meaning of the corporate governance standards ofthe NYSE. See “Management — Controlled Company Exception” and “Principal Stockholders.” We are an “emerging growthcompany” as defined in Section2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), and, as such, we have electedto comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Summary —Implications of Being an Emerging Growth Company.” Investing in our ClassA-1 common stock involves risks. See “Risk Factors” beginning on page31of this prospectus for factors youshould consider 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 disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ShareTotalPublic offering price$29.00$464,000,000Underwriting discount$ 1.0875$ 17,400,000Proceeds, before expenses, to us$27.9125$446,600,000(1) (1)We refer you to “Underwriting” beginning on page185of this prospectus for additional information regarding underwritingcompensation. The underwriters have the option, exercisable within 30days from the date of this prospectus, to purchase up to an additional2,400,000 shares of our ClassA-1 common stock from us at the public offering price less the underwriting discount. The underwriters expect to deliver the shares of ClassA-1 common stock to purchasers on or about August12, 2026. TABLE OF CONTENTS PROSPECTUS SUMMARY1THE OFFERING21SUMMARY SELECTED HISTORICAL AND PRO FORMA COMBINED AND CONSOLIDATEDFINANCIAL AND OTHER DATA23RISK FACTORS31SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS63USE OF PROCEEDS66DISTRIBUTION POLICY67CAPITALIZATION68MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS69BUSINESS AND PROPERTIES94OUR MANAGER AND THE MANAGEMENT AGREEMENT111MANAGEMENT120CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS129STRUCTURE AND FORMATION OF OUR COMPANY131POLICIES WITH RESPECT TO CERTAIN ACTIVITIES133DESCRIPTION OF JANUS LIVING OP, LLC’S OPERATING AGREEMENT136PRINCIPAL STOCKHOLDERS143DESCRIPTION OF OUR CAPITAL STOCK145CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS150SHARES ELIGIBLE FOR FUTURE SALE157UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS159ERISA CONSIDERATIONS182UNDERWRITING185LEGAL MATTERS191EXPERTS192WHERE YOU CAN FIND MORE INFORMATION193INDEX 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 thes