Form 4: Janus Director Fradin Reports Internal Stock Transfers

Janus International Group Director Roger Fradin reported internal transfers of common stock related to grantor retained annuity trusts, resulting in a change in the form of beneficial ownership.

Summary

• Roger Fradin, a Director of Janus International Group, Inc. (JBI), reported transactions involving the company's common stock.
• On December 12, 2025, Fradin received an annuity payment of 272,797 shares of common stock from the R JBI GRAT 2024 III.
• Following this transaction, Fradin's direct beneficial ownership increased to 834,667 shares, which includes 35,924 restricted stock units scheduled to fully vest on June 9, 2026.
• The R JBI GRAT 2024 III's indirect beneficial ownership decreased to 213,239 shares after the payment.
• Also on December 12, 2025, an annuity payment of 272,797 shares of common stock was made from the S JBI GRAT 2024 III to The Susan Fradin Revocable Trust.
• The Susan Fradin Revocable Trust's indirect beneficial ownership increased to 752,460 shares, while the S JBI GRAT 2024 III's indirect beneficial ownership decreased to 213,239 shares.
• Fradin continues to maintain indirect beneficial ownership of 345,752 shares held by R JBI GRAT 2024 II and 345,752 shares held by S JBI GRAT 2024 II.
• These transactions are considered a 'mere change in form of beneficial ownership' and are believed to be exempt from Section 16(a) and 16(b) reporting requirements pursuant to Rule 16a-13 under the Exchange Act.

Sentiment

Score: 5

Explanation: Neutral. The filing reports pre-planned, internal transfers of shares within the beneficial ownership structure of a director, which is a routine event for estate planning and does not indicate positive or negative company performance or market activity.

Positives

• The reported transactions represent internal transfers of shares within the reporting person's beneficial ownership structure, not open market sales that would reduce the director's overall stake.
• The director continues to maintain significant beneficial ownership in Janus International Group, Inc., demonstrating ongoing alignment with shareholder interests.

Future Outlook

The filing indicates that 35,924 restricted stock units included in Roger Fradin's direct ownership are scheduled to fully vest on June 9, 2026. No other forward-looking statements or guidance regarding the company's performance or strategic direction are provided.

Management Comments

• The reporting person believes such annuity payment qualifies as a mere change in form of beneficial ownership of the shares, exempt from Section 16(a) and Section 16(b) pursuant to Rule 16a-13 under the Exchange Act.

Industry Context

This Form 4 filing is specific to an individual director's beneficial ownership changes and does not provide broader industry context or trends. It reflects routine estate planning activities common among high-net-worth individuals.

Related Party Transactions

• Annuity payments of 272,797 shares from the R JBI GRAT 2024 III (a grantor retained annuity trust for the benefit of the reporting person and his children) to Roger Fradin.
• Annuity payments of 272,797 shares from the S JBI GRAT 2024 III (a grantor retained annuity trust for the benefit of the reporting person and his children) to The Susan Fradin Revocable Trust (a revocable trust of which the reporting person's spouse is the trustee and sole beneficiary).

Stakeholder Impact

• Shareholders: No direct impact on the company's outstanding shares or market liquidity as these are internal transfers within the beneficial ownership structure of a director. The director's overall beneficial ownership remains substantial.

Next Steps

• Vesting of 35,924 restricted stock units on June 9, 2026, which are part of Roger Fradin's direct beneficial ownership.

Key Dates

Recommendation

This Form 4 filing details internal transfers of common stock by a director related to grantor retained annuity trusts. These are pre-planned estate planning transactions and do not reflect a change in the director's overall investment conviction or the company's operational performance. As such, the filing itself provides no new information to warrant a change in investment recommendation; a 'hold' stance is maintained based on existing company fundamentals.

Keywords

Janus International Group, JBI, Form 4, Insider Transaction, Beneficial Ownership, Roger Fradin, Grantor Retained Annuity Trust, GRAT, Stock Transfer