jan-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-43206

Janus Living, Inc.

(Exact name of registrant as specified in its charter)



Maryland						41-2996951
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

4600 South Syracuse Street, Suite 500

Denver, CO 80237

(Address of principal executive offices) (Zip Code)

(720) 428-5050

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A-1 Common Stock, $0.01 par value	JAN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 4, 2026, there were 187,222,996 shares of the registrant’s $0.01 par value Class A-1 common stock outstanding and 75,917,780 shares of the registrant’s $0.01 par value Class A-2 common stock outstanding.


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):	3

	Combined and Consolidated Balance Sheets	3

	Combined and Consolidated Statements of Operations	4



	Combined and Consolidated Statements of Equity	5

	Combined and Consolidated Statements of Cash Flows	6

	Notes to the Combined and Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	36

PART II. OTHER INFORMATION

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 5.	Other Information	37

Item 6.	Exhibits	38

Signatures		40


	March 31, 2026		December 31, 2025
ASSETS
Real estate:
Buildings and improvements	$	2,638,325	$	1,940,808
Construction in progress	45,607		41,678
Land and improvements	370,231		176,475
Accumulated depreciation	(532,738)		(505,297)
Net real estate	2,521,425		1,653,664
Investment in unconsolidated joint venture	—		312,709
Accounts receivable, net of allowance of $3,480 and $2,018	24,407		19,431
Cash and cash equivalents	948,822		19,652
Restricted cash	88,971		64,609
Intangible assets	191,659		26,670
Deferred tax assets	114,556		107,074
Goodwill	3,849		3,849
Other assets	130,056		134,557
Total assets	$	4,023,745	$	2,342,215

LIABILITIES AND EQUITY


Mortgage debt	$	—	$	102,688
Accounts payable, accrued liabilities, and other liabilities	297,802		284,210
Deferred revenue	680,055		673,007
Total liabilities	977,857		1,059,905

Commitments and contingencies (Note 10)

Parent’s net investment	—		1,282,310

Class A-1 common stock, $0.01 par value: 1,500,000,000 and no shares authorized; 187,222,996 and no shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	1,872		—
Class A-2 common stock, $0.01 par value: 100,000,000 and no shares authorized; 75,917,780 and no shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	759		—
Additional paid-in capital	2,170,729		—
Cumulative dividends in excess of earnings	(8,556)		—
Total stockholders’ equity	2,164,804		1,282,310
Common units of Janus OP, LLC, held by Healthpeak Properties, Inc.	878,329		—
Other noncontrolling interests	2,755		—
Total noncontrolling interests	881,084		—
Total equity	3,045,888		1,282,310
Total liabilities and equity	$	4,023,745	$	2,342,215


	Three Months Ended March 31,
	2026		2025
Revenues:
Resident fees and services	$	200,345	$	148,927
Total revenues	200,345		148,927
Costs and expenses:
Operating	144,598		110,638
Depreciation and amortization	51,398		32,799
General and administrative	2,958		3,132
General and administrative - related party management fee	328		—
Interest expense	351		948
Transaction costs	18,510		—
Total costs and expenses	218,143		147,517
Other income (expense):
Gain (loss) upon change of control, net	46,270		—
Gain (loss) on debt extinguishments	(403)		—
Other income (expense), net	816		(2,380)
Total other income (expense), net	46,683		(2,380)
Income (loss) before income taxes and equity income (loss) from unconsolidated joint venture	28,885		(970)
Income tax benefit (expense)	(1,122)		(2,591)
Equity income (loss) from unconsolidated joint venture	111		1,451
Net income (loss)	27,874		(2,110)
Noncontrolling interests’ share in earnings	3,458		—



Net (income) loss - pre-IPO	(39,888)		—
Net income (loss) applicable to common shares	$	(8,556)	$	—

Earnings per common share:
Basic	$	(0.05)	$	—
Diluted	$	(0.05)	$	—
Weighted average shares outstanding:
Basic	187,223		—
Diluted	263,141		—


			Common Stock						Additional Paid-In Capital		Cumulative Dividends In Excess Of Earnings		Total Stockholders’ Equity		Common Units of Janus OP, LLC, held by Healthpeak Properties, Inc.		Other Noncontrolling Interests		Total Equity
	Parent’s Net Investment		Class A-1 Shares	Class A-1 Amount		Class A-2 Shares	Class A-2 Amount
January 1, 2026	$	1,282,310	—	$	—	—	$	—	$	—	$	—	$	1,282,310	$	—	$	—	$	1,282,310
Net income (loss)	39,888		—	—		—	—		—		(8,556)		31,332		(3,467)		9		27,874
Net contributions from Parent	837,092		—	—		—	—		—		—		837,092		—		—		837,092
Issuance of Class A-1 common stock in connection with initial public offering, net of underwriting fees and offering costs	(2,159,290)		187,223	1,872		—	—		2,289,108		—		131,690		—		—		131,690
Issuance of Class A-2 common stock in connection with initial public offering	—		—	—		75,918	759		—		—		759		—		—		759
Issuance of noncontrolling interests in connection with initial public offering	—		—	—		—	—		—		—		—		763,401		2,737		766,138
Stock-based compensation	—		—	—		—	—		16		—		16		—		18		34
Acquisition of noncontrolling interests	—		—	—		—	—		—		—		—		—		345		345
Distributions to noncontrolling interests	—		—	—		—	—		—		—		—		—		(354)		(354)
Adjustments to noncontrolling interests	—		—	—		—	—		(118,395)		—		(118,395)		118,395		—		—
March 31, 2026	$	—	187,223	$	1,872	75,918	$	759	$	2,170,729	$	(8,556)	$	2,164,804	$	878,329	$	2,755	$	3,045,888


	Total Parent’s Net Investment
January 1, 2025	$	1,308,853
Net income (loss)	(2,110)
Net distributions to Parent	(3,221)
March 31, 2025	$	1,303,522


December 31, 2024	$	322,551
Distributions	(13,910)
Direct share of equity income (loss)	4,649
Basis difference amortization	(581)
December 31, 2025	$	312,709

Direct share of equity income (loss)	119

JV buyout	(312,828)
March 31, 2026	$	—


	March 31, 2026		December 31, 2025
Entrance fee receivables (see Note 9)	$	73,899	$	73,376
Prepaid and other assets (1)	50,650		48,690
Insurance receivables (see Note 3)	5,507		12,491
Other assets	$	130,056	$	134,557


	March 31, 2026		December 31, 2025
Refundable entrance fees	$	218,893	$	221,147
Other accounts payable and accrued liabilities	74,558		57,024
Accrued construction costs	4,351		6,039
Accounts payable, accrued liabilities, and other liabilities	$	297,802	$	284,210


	March 31, 2026		December 31, 2025
Non-refundable entrance fees	$	677,284	$	669,528
Other deferred revenue	2,771		3,479
Deferred revenue	$	680,055	$	673,007


Closing balance - December 31, 2024	$	615,723
Additions(1)	152,717
Amortization(2)	(98,912)
Closing balance - December 31, 2025	$	669,528
Additions	34,959
Amortization(2)	(27,203)
Closing balance - March 31, 2026	$	677,284


Closing balance - December 31, 2024	$	61,273
Current year deferrals provided	99,960
Receipts applied to entrance fee commitments	(87,857)
Closing balance - December 31, 2025	$	73,376
Current year deferrals provided	25,813
Receipts applied to entrance fee commitments	(25,290)
Closing balance - March 31, 2026	$	73,899


	Three Months Ended March 31, 2026

Numerator - Basic
Net income (loss)	$	27,874
Noncontrolling interests’ share in earnings	3,458


Net (income) loss - pre-IPO	(39,888)
Net income (loss) applicable to common shares	$	(8,556)
Numerator - Dilutive
Net income (loss) applicable to common shares	$	(8,556)
Net income (loss) attributable to dilutive convertible units and other	(3,467)

Dilutive net income (loss) available to common shares	$	(12,023)
Denominator
Basic weighted average shares outstanding(1)	187,223

Dilutive potential common shares - OP Units(2)	75,918


Diluted weighted average common shares	263,141
Earnings per common share
Basic	$	(0.05)
Diluted	$	(0.05)


	March 31, 2026(1)				December 31, 2025(1)
	Carrying Value		Fair Value(2)		Carrying Value		Fair Value(2)
Mortgage debt	$	—	$	—	$	102,688	$	100,658


	Three Months Ended March 31,
	2026			2025
	Amount		Percent of Total	Amount		Percent of Total
Room and rents	$	164,366	82.0 %	$	120,410	80.9 %
Non-refundable entrance fee amortization	27,203		13.6 %	24,006		16.1 %
Ancillary and other services	8,776		4.4 %	4,511		3.0 %
Resident fees and services	$	200,345	100.0%	$	148,927	100.0%


Opening balance - December 31, 2024	$	2,243
Additional allowance	2,269
Write-offs, recoveries, and other adjustments	(2,494)
Closing balance - December 31, 2025	$	2,018

Opening balance - December 31, 2025	$	2,018
Additional allowance	1,073
Write-offs, recoveries, and other adjustments	389
Closing balance - March 31, 2026	$	3,480

SEC Form 10-Q filed by Janus Living Inc.