Welcome to our dedicated page for Janel SEC filings (Ticker: JANL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Janel Corporation (JANL) provides direct access to the company’s regulatory disclosures, along with AI-generated summaries that explain the key points of each document. As a Nevada-incorporated public company, Janel Corporation reports material events, financing arrangements, governance changes and shareholder matters through Forms 8-K, 10-K, 10-Q, proxy statements and related exhibits.
Among the important filings are current reports on Form 8-K describing significant transactions with Rubicon Technology, Inc. In an October 14, 2025 Form 8-K, Janel Corporation reported the completion of the transfer of all membership interests in its wholly owned subsidiary Janel Group LLC to Rubicon in exchange for newly issued Rubicon common stock and the assumption of Janel Group LLC’s indebtedness and net working capital liabilities. The filing also outlines Janel Corporation’s intention to commence a tender offer for additional Rubicon shares.
Another key area of disclosure involves Janel Corporation’s capital structure and borrowing arrangements. A Form 8-K dated December 29, 2025 details a senior secured Credit Agreement with Santander Bank, N.A., First Merchants Bank and other lenders. This agreement establishes revolving, term loan, mortgage and acquisition facilities, describes how proceeds were used to refinance prior credit agreements tied to the Logistics, Life Sciences and Manufacturing segments, and sets out financial covenants and security interests.
Filings also cover auditor relationships and governance. In a January 5, 2026 Form 8-K, Janel Corporation disclosed the dismissal of Prager Metis CPAs, LLC as its independent registered public accounting firm and the engagement of Baker Tilly US, LLP, including statements about the absence of disagreements or reportable events. Definitive proxy statements on Schedule 14A provide further detail on board composition, director elections, executive compensation, pay-versus-performance information and voting procedures for annual meetings.
On this page, users can review Janel Corporation’s Forms 8-K, proxy statements and other reports as they are made available from EDGAR. AI-powered summaries highlight the main terms of material agreements, financing facilities, auditor changes, and ownership developments, helping readers understand lengthy documents such as annual reports or complex credit agreements without reading every page. The platform also surfaces exhibits, such as contribution agreements or auditor letters, so investors can examine the underlying contracts and confirmations that support Janel Corporation’s disclosures.
Janel Corporation reported higher revenue but mixed profit and cash flow for the quarter ended December 31, 2025. Revenue rose 9.1% to $56.0 million, driven mainly by acquisitions in the Logistics and Life Sciences segments. Gross profit increased to $18.1 million from $15.1 million.
However, income from operations declined to $1.0 million from $1.2 million, and net income attributable to Janel fell to $0.4 million from $0.7 million. Net income attributable to common stockholders was $0.3 million, or $0.27 per diluted share, slightly below $0.28 a year earlier.
Logistics remained the growth engine, with revenue up to $50.8 million and operating income rising to $3.4 million on stronger margins and recent acquisitions. Life Sciences revenue grew but operating income decreased as new acquisition costs weighed on results. Manufacturing revenue and gross margin declined year over year.
Operating cash flow swung to an outflow of $14.5 million, mainly due to higher accounts receivable and lower payables. Janel refinanced its borrowing arrangements through a new $59.1 million credit facility, using the proceeds to repay $33.0 million of existing loans. Total assets reached $176.1 million and stockholders’ equity increased to $28.9 million.
Janel Corporation reported the results of its annual stockholder meeting held on February 4, 2026. Stockholders elected seven directors, with each nominee receiving a majority of votes cast; most directors received around 890,000 votes in favor, with minimal opposition or abstentions.
Stockholders also approved, on a non-binding basis, the compensation of the Company’s executive officers, with 888,726 votes for, 28 against and 2,262 abstentions. In a separate advisory vote on how often to hold future say-on-pay votes, stockholders favored a three-year frequency, with 797,170 votes for three years and 91,601 votes for one year.
Janel Corporation changed its independent auditor effective December 30, 2025. The Audit Committee dismissed Prager Metis CPAs, LLC and engaged Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year 2026 audit.
Prager’s audit reports on Janel’s financial statements for the fiscal years ended September 30, 2025 and September 30, 2024 were clean, with no adverse opinions, disclaimers, or qualifications related to uncertainty, audit scope, or accounting principles. The company reports there were no disagreements or reportable events with Prager during those periods.
Janel states that it did not consult Baker Tilly during those fiscal years on specific accounting transactions, potential audit opinions, or matters involving disagreements or reportable events. Prager provided a letter to the SEC agreeing to the company’s disclosures, which is included as an exhibit.
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.