JAN 8-K filed 2026 · insiderdelta

Item 1.01 Entry into a Material Agreement

On June 4, 2026, Janus Living, Inc. (the “Company” and,
unless the context otherwise requires, together with its consolidated subsidiaries, “we,” “us,” or “our”)
closed its registered underwritten public offering (the “Offering”) of 25,000,000 shares of Class A-1 common stock, $0.01
par value per share (the “Class A-1 Common Stock”), pursuant to the Company’s registration statement on Form S-11 (File
No. 333-296384) (the “Registration Statement”). In addition, the Company granted the underwriters a 30-day option to purchase
up to an additional 3,750,000 shares of Class A-1 Common Stock.

Underwriting Agreement

In connection with the Offering, the Company entered into the Underwriting
Agreement, dated June 2, 2026, by and among the Company, Janus Living OP, LLC (the “Operating Company”), Healthpeak Investment
Management, LLC, as external manager to the Company (the “Manager”), and BofA Securities, Inc., J.P. Morgan Securities LLC,
RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriting
Agreement”). 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 summary above is qualified in its entirety by the text of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
JAN Janus Living, Inc. - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 9.01 - Financial Statements and Exhibits
