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Janus International (JBI) director reports GRAT and trust share movements

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Janus International Group director reports trust-related share movements

A Janus International Group, Inc. director reported several internal transfers of the company’s common stock on November 28, 2025 involving grantor retained annuity trusts (GRATs) and a revocable trust. The filing shows annuity payments of 479,663 shares from the R JBI GRAT 2024 II to the reporting person and a separate annuity payment of 479,663 shares from the same GRAT to the reporting person’s spouse, both at a stated price of $0 per share. The director states these transactions are believed to be mere changes in the form of beneficial ownership under Rule 16a-13. After these movements, the director continues to report indirect beneficial ownership through multiple GRATs and the Susan Fradin Revocable Trust, and the holdings include 35,924 restricted stock units scheduled to fully vest on June 9, 2026.

Positive

  • None.

Negative

  • None.
Insider FRADIN ROGER
Role Director
Type Security Shares Price Value
Gift Common Stock 479,663 $0.00 --
Gift Common Stock 479,663 $0.00 --
Gift Common Stock 479,663 $0.00 --
Gift Common Stock 479,663 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 345,752 shares (Indirect, By R JBI GRAT 2024 II); Common Stock — 561,870 shares (Direct)
Footnotes (1)
  1. Reflects an annuity payment on November 28, 2025 of 479,663 shares of the issuer's Common stock from the R JBI GRAT 2024 II to the reporting person. 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. The R JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person is the trustee and annuitant and that is for the benefit of the reporting person and the reporting person's children. The reporting person maintains indirect beneficial ownership of such securities. Includes 35,924 restricted stock units which will fully vest on June 9, 2026. Reflects an annuity payment on November 28, 2025 of 479,663 shares of the issuer's Common stock from the R JBI GRAT 2024 II to the reporting person's spouse. 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. The S JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person's spouse is the trustee and annuitant, and that is for the benefit of the reporting person's spouse and the reporting person's children, and the reporting person maintains indirect beneficial ownership of such securities. The R JBI GRAT 2024 III, a grantor retained annuity trust of which the reporting person is the trustee and annuitant and that is for the benefit of the reporting person and the reporting person's children. The reporting person maintains indirect beneficial ownership of such securities. The S JBI GRAT 2024 III, a grantor retained annuity trust of which the reporting person is the trustee and annuitant and that is for the benefit of the reporting person and the reporting person's children. The reporting person maintains indirect beneficial ownership of such securities. The Susan Fradin Revocable Trust, a revocable trust of which the reporting person's spouse is the trustee and sole beneficiary. The reporting person maintains indirect beneficial ownership of such securities.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FRADIN ROGER
(Last) (First) (Middle)
C/O JANUS INTERNATIONAL GROUP, INC.
135 JANUS INTERNATIONAL BLVD.
(Street)
TEMPLE GA 30179
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Janus International Group, Inc. [ JBI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/28/2025 G(1) V 479,663 D $0 345,752 I By R JBI GRAT 2024 II(2)
Common Stock 11/28/2025 G(1) V 479,663 A $0 561,870(3) D
Common Stock 11/28/2025 G(4) V 479,663 D $0 345,752 I By S JBI GRAT 2024 II(5)
Common Stock 11/28/2025 G(4) V 479,663 A $0 479,663 I By The Susan Fradin Revocable Trust(8)
Common Stock 486,036 I By R JBI GRAT 2024 III(6)
Common Stock 486,036 I By S JBI GRAT 2024 III(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects an annuity payment on November 28, 2025 of 479,663 shares of the issuer's Common stock from the R JBI GRAT 2024 II to the reporting person. 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.
2. The R JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person is the trustee and annuitant and that is for the benefit of the reporting person and the reporting person's children. The reporting person maintains indirect beneficial ownership of such securities.
3. Includes 35,924 restricted stock units which will fully vest on June 9, 2026.
4. Reflects an annuity payment on November 28, 2025 of 479,663 shares of the issuer's Common stock from the R JBI GRAT 2024 II to the reporting person's spouse. 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.
5. The S JBI GRAT 2024 II, a grantor retained annuity trust of which the reporting person's spouse is the trustee and annuitant, and that is for the benefit of the reporting person's spouse and the reporting person's children, and the reporting person maintains indirect beneficial ownership of such securities.
6. The R JBI GRAT 2024 III, a grantor retained annuity trust of which the reporting person is the trustee and annuitant and that is for the benefit of the reporting person and the reporting person's children. The reporting person maintains indirect beneficial ownership of such securities.
7. The S JBI GRAT 2024 III, a grantor retained annuity trust of which the reporting person is the trustee and annuitant and that is for the benefit of the reporting person and the reporting person's children. The reporting person maintains indirect beneficial ownership of such securities.
8. The Susan Fradin Revocable Trust, a revocable trust of which the reporting person's spouse is the trustee and sole beneficiary. The reporting person maintains indirect beneficial ownership of such securities.
/s/ Elliot Kahler, as attorney-in-fact for Roger Fradin 12/02/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR