When JAN insiders can sell

…into, exchangeable for, exercisable for, or repayable with shares of our Class A-1 common stock (including common units), for 365 days (or 180 days in the case of our independent director nominees who are not affiliated with Healthpeak) after the date of this prospectus, and we have agreed to similar restrictions for 180 days after the date of this prospectus, without first obtaining the written consent of the representatives. See "Underwriting." The representatives have advised us that they have no present intent or arrangement to release any shares subject to a lock-up and will consider the release of any shares subject to a lock-up on a case-by-case basis. Upon a request to release any shares subject to a lock-up, the representatives will consider the particular circumstances surrounding the request, including, but not limited to, the length of time before the loc…

In addition, the restrictions applicable to lock-up signatories described above do not apply to, subject in certain cases to various conditions, to certain transactions, including transfers: as a bona fide gift or gifts to a charitable organization or educational institution, or for bona fide estate planning purposes; by will, testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the lock-up signatory; by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement; pur…

…to 126 TABLE OF CONTENTS certain exceptions, generally prohibits referrals of specifically designated health services for which payment may be made under Medicare by physicians to entities with which the physician or an immediate family member has a financial relationship, as well as similar state laws; and (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services and which authorizes the U.S. Department of Health and Human Services to impose monetary penalties for certain fraudulent acts; and (v) the Health Insurance Po…

No shares beneficially owned by any executive officer, director or director nominee have been pledged as security. The table below does not reflect any shares of Class A-1 common stock that directors, director nominees and executive officers may purchase in this offering through the reserved share program described under "Underwriting." Class A-1 common stock (1) Class A-2 common stock (1) Percentage of total voting power (1)(2) Name of Beneficial Owner Shares Percentage Shares Percentage Greater than 5% Holders Healthpeak Properties, Inc.

Janus Living may not increase the applicable share limits of the Equity Plan by repurchasing shares of Class A-1 common stock on the market (by using cash received through the exercise of stock options or otherwise). Shares are exchanged by a participant or withheld by Janus Living to pay the exercise price of an award granted under the Equity Plan, as well as any shares exchanged or withheld to satisfy the tax withholding obligations related to any award, will not be available for subsequent awards under the Equity Plan. Types of Awards The Equity Plan authorizes stock options, stock appreciation rights, LTIP units in our operating company, restricted stock, stock units, phantom stock, deferred shares, and similar rights to purchase or acquire shares, as well as cash bonuses.