Janel SEC Filings

Janel Corporation entered into a new senior secured credit agreement on December 29, 2025, providing revolving, term loan and acquisition facilities with aggregate principal commitments up to $59,120,000. The structure includes a $40,000,000 revolving facility, a $6,000,000 term loan, a $3,120,000 mortgage loan, and an acquisition facility of up to $10,000,000, plus up to $15,000,000 of incremental acquisition commitments.

A portion of the new facility was used to repay all outstanding obligations under prior Santander and First Merchants Bank senior credit arrangements serving the company’s Logistics, Life Sciences and Manufacturing segments. Borrowings are secured by substantially all real and personal property of the obligor group, carry interest based on a base rate or term SOFR plus a margin tied to leverage, and are subject to financial covenants, including a minimum fixed charge coverage ratio of 1.20:1.00 and maximum leverage and secured leverage ratios of 4.50:1.00 and 3.50:1.00. The facility may be prepaid without penalty and matures on December 29, 2030.

Janel Corporation is asking stockholders to vote at its February 4, 2026 annual meeting on three items: electing seven directors, approving executive compensation on an advisory basis, and choosing how often to hold future say‑on‑pay votes, where the Board recommends every three years. Stockholders of record as of December 8, 2025, holding 1,186,354 common shares in total, are entitled to vote in person or by proxy.

The proxy describes Janel’s governance structure, committee memberships and director pay, including a standard annual cash retainer of $40,000 and 2,500 options for non‑employee directors. It also highlights ownership concentration, with directors and executive officers as a group holding about 69% of the common stock as of December 5, 2025. Pay‑versus‑performance data show net income of $5.7 million and Adjusted Operating Income of $10.5 million for fiscal 2025, with executive incentives focused on AOI rather than net income.

Janel Corporation files its annual report detailing a diversified holding company with three main segments: Logistics, Life Sciences and Manufacturing. Logistics is a non-asset-based freight forwarder and customs broker operating from 28 U.S. locations and handling about 148,000 shipments in fiscal 2025, with revenue spread across trucking, ocean, air and customs services. Life Sciences manufactures and distributes antibodies and reagents from facilities in the U.S. and Australia, supplemented by custom services and OEM supply. Manufacturing, through Indco, produces industrial mixing equipment from a single Indiana facility.

Janel has grown via acquisitions in all segments, including recent majority stakes in logistics providers and biotech businesses. It also holds a 46.6% equity stake in Rubicon Technology. The report highlights significant risks: reliance on third-party carriers, regulatory and environmental exposure, volatile trade and tariff policy, climate-related disruptions, substantial debt, customer concentration without long-term contracts, complex IT integration after acquisitions and the controlling influence of a small group of shareholders.

Janel Corp (JANL) insider Darren Seirer filed an initial statement of beneficial ownership as a director, Chairman, President, CEO, and 10% owner. The filing reports indirect beneficial ownership of 439,993 shares of Janel common stock, held through Oaxaca Group L.L.C. As of January 1, 2023, he did not directly own any Janel securities.

The filing explains that Oaxaca Group L.L.C. is owned by Seirer and his spouse, and that he may be deemed to share beneficial ownership of the shares it holds. He disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, meaning his economic stake in them.

Janel Corp's insider group has updated its ownership disclosure. Oaxaca Group L.L.C., together with its members Dominique Schulte and Darren Seirer, now report beneficial ownership of 485,302 shares of Janel Corp common stock, representing 40.9% of the outstanding shares, based on 1,186,354 shares outstanding.

The filing shows Oaxaca Group directly holds 439,993 shares, or 37.1% of the company, while 45,309 shares (3.8%) are owned by Ms. Schulte’s minor children for whom she is custodian. Mr. Seirer, the company’s Chairman, President and Chief Executive Officer, became a member of Oaxaca Group on December 2, 2025, and may be deemed to share beneficial ownership of the group’s holdings with Ms. Schulte. The group acquired the shares over time for investment, with an aggregate purchase price of $3,739,997.

Janel Corporation closed its previously announced contribution of all membership interests in Janel Group LLC to Rubicon Technology, Inc. In exchange, Janel received 7,000,000 newly issued Rubicon common shares, resulting in Janel beneficially owning approximately 86.5% of Rubicon’s total voting power. Rubicon also assumed approximately $23 million of Janel Group’s indebtedness and net working capital liabilities.

Before closing, Janel owned approximately 46.6% of Rubicon’s outstanding common stock. Janel and Rubicon announced plans for Janel to commence a tender offer to purchase up to 426,000 Rubicon shares at $4.75 per share in cash on or about October 16, 2025. Upon the anticipated closing of the tender offer, Janel would own approximately 91% of Rubicon’s common stock outstanding.

Gerard van Kesteren, a director of JANEL CORP (JANL), reported a transaction dated 10/01/2025 on SEC Form 4. The filing shows an acquisition (Code A) of 2,500 derivative securities in the form of stock options with a conversion/exercise price of $36.01. The options list a date exercisable of 12/31/2028 and an expiration date of 09/30/2035. Following the reported transaction, the reporting person beneficially owns 2,500 of the derivative securities as a direct owner. The form is signed by Gerard van Kesteren on 10/03/2025.

Karen Miller Ryan, a director of JANEL CORP (JANL), reported a transaction dated 10/01/2025 involving 2,500 derivative securities described as a Stock Option (Right to Buy) with an exercise price of $36.01. The Form 4 shows the transaction code A (acquisition) for 2,500 underlying shares of Common Stock, and reports 2,500 shares beneficially owned following the reported transaction, held directly. The Form lists a Date Exercisable of 12/31/2028 and an Expiration Date of 09/30/2035.