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Janus International Group, Inc. (JBI) director reports 272,797-share GRAT moves

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Janus International Group, Inc. director Roger Fradin reported internal transfers of common stock involving several family trusts on December 12, 2025. Each transaction involved an annuity payment of 272,797 shares of common stock at a reported price of $0, coded as “G,” reflecting movements between grantor retained annuity trusts and the reporting person or a revocable trust.

After these transfers, Fradin directly holds 834,667 common shares, which include 35,924 restricted stock units scheduled to fully vest on June 9, 2026. He also reports indirect beneficial ownership through multiple vehicles, including 213,239 shares in each of the R JBI GRAT 2024 III and S JBI GRAT 2024 III, 752,460 shares via The Susan Fradin Revocable Trust, and 345,752 shares in each of the R JBI GRAT 2024 II and S JBI GRAT 2024 II. The filing states that the annuity payments are believed by the reporting person to be mere changes in the form of beneficial ownership under Rule 16a-13.

Positive

  • None.

Negative

  • None.
Insider FRADIN ROGER
Role Director
Type Security Shares Price Value
Gift Common Stock 272,797 $0.00 --
Gift Common Stock 272,797 $0.00 --
Gift Common Stock 272,797 $0.00 --
Gift Common Stock 272,797 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 213,239 shares (Indirect, By R JBI GRAT 2024 III); Common Stock — 834,667 shares (Direct)
Footnotes (1)
  1. Reflects an annuity payment on December 12, 2025 of 272,797 shares of the issuer's Common stock from the R JBI GRAT 2024 III 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 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. Includes 35,924 restricted stock units which will fully vest on June 9, 2026. Reflects an annuity payment on December 12, 2025 of 272,797 shares of the issuer's Common stock from the S JBI GRAT 2024 III to The Susan Fradin Revocable Trust. 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 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. 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. 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.
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)
12/12/2025
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 12/12/2025 G(1) V 272,797 D $0 213,239 I By R JBI GRAT 2024 III(2)
Common Stock 12/12/2025 G(1) V 272,797 A $0 834,667(3) D
Common Stock 12/12/2025 G(4) V 272,797 D $0 213,239 I By S JBI GRAT 2024 III(5)
Common Stock 12/12/2025 G(4) V 272,797 A $0 752,460 I By The Susan Fradin Revocable Trust(6)
Common Stock 345,752 I By R JBI GRAT 2024 II(7)
Common Stock 345,752 I By S JBI GRAT 2024 II(8)
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 December 12, 2025 of 272,797 shares of the issuer's Common stock from the R JBI GRAT 2024 III 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 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.
3. Includes 35,924 restricted stock units which will fully vest on June 9, 2026.
4. Reflects an annuity payment on December 12, 2025 of 272,797 shares of the issuer's Common stock from the S JBI GRAT 2024 III to The Susan Fradin Revocable Trust. 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 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.
6. 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.
7. 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.
8. 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.
/s/ Elliot Kahler, as attorney-in-fact for Roger Fradin 12/15/2025
** 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

FAQ

What insider transaction did Janus International (JBI) disclose in this filing?

The filing reports annuity payments of 272,797 shares of Janus International Group common stock on December 12, 2025 from the R JBI GRAT 2024 III and the S JBI GRAT 2024 III. These transfers were coded as transaction type G at a price of $0 per share and are described as movements between grantor retained annuity trusts and the reporting person or a revocable trust.

Who is the reporting person in this Janus International (JBI) insider report and what is their role?

The reporting person is Roger Fradin, who is identified as a Director of Janus International Group, Inc. The form is signed “/s/ Elliot Kahler, as attorney-in-fact for Roger Fradin,” indicating that an attorney-in-fact executed the filing on his behalf.

How many Janus International (JBI) shares does Roger Fradin own after the reported transactions?

Following the reported transactions, Roger Fradin directly owns 834,667 shares of Janus International common stock. This direct holding includes 35,924 restricted stock units that are scheduled to fully vest on June 9, 2026. He also reports significant indirect holdings through several trusts, including 213,239 shares in each of the R JBI GRAT 2024 III and S JBI GRAT 2024 III, 752,460 shares held by The Susan Fradin Revocable Trust, and 345,752 shares in each of the R JBI GRAT 2024 II and S JBI GRAT 2024 II.

Were the Janus International (JBI) share movements reported here open-market sales?

No. The transactions are reported with code G and a price of $0, and the explanations describe them as annuity payments from grantor retained annuity trusts. The reporting person states that these annuity payments are believed to qualify as mere changes in the form of beneficial ownership of the shares pursuant to Rule 16a-13 under the Exchange Act, rather than open-market sales.

What are the R JBI GRAT 2024 III and S JBI GRAT 2024 III mentioned in the JBI insider filing?

The R JBI GRAT 2024 III is described as a grantor retained annuity trust of which the reporting person is the trustee and annuitant, established for the benefit of the reporting person and the reporting person’s children. The S JBI GRAT 2024 III is also a grantor retained annuity trust, where the reporting person is the trustee and annuitant, created for the benefit of the reporting person and the reporting person’s children. In both cases, the reporting person maintains indirect beneficial ownership of the securities held by these trusts.

What is The Susan Fradin Revocable Trust and how does it relate to Janus International (JBI) shares?

The Susan Fradin Revocable Trust is a revocable trust of which the reporting person’s spouse is the trustee and sole beneficiary. The filing notes that the reporting person maintains indirect beneficial ownership of the Janus International shares held by this trust, including 752,460 shares reported after the annuity payment of 272,797 shares from the S JBI GRAT 2024 III.