12/15/2025 | Press release | Distributed by Public on 12/15/2025 16:43
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FRADIN ROGER C/O JANUS INTERNATIONAL GROUP, INC. 135 JANUS INTERNATIONAL BLVD. TEMPLE, GA 30179 |
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| /s/ Elliot Kahler, as attorney-in-fact for Roger Fradin | 12/15/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |