JANEL CORP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (in thousands, except per share data)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of Article 8 of Regulation S-X and the instructions to Form 10-Q of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Janel Corporation (the “Company” or “Janel”) believes that the disclosures made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for a full fiscal year, or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K as filed with the Securities and Exchange Commission.

Business description

Janel is a holding company with subsidiaries inthree business segments: Logistics, Life Sciences and Manufacturing. The Company strives to create shareholder value primarily through three strategic priorities: supporting its businesses’ efforts to make investments and to build long-term profits; allocating Janel’s capital at high risk-adjusted rates of return; and attracting and retaining exceptional talent.

Management at the holding company focuses on significant capital allocation decisions, corporate governance and supporting Janel’s subsidiaries where appropriate. Janel expects to grow through its subsidiaries’ organic growth and by completing acquisitions. The Company plans to either acquire businesses within its existing segments or expand its portfolio into new strategic segments. The Company's acquisition strategy focuses on reasonably-priced companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power.

Foreign currency

The Company translates foreign assets and liabilities at exchange rates in effect at the balance sheet dates, and the revenues and expenses using average rates during the year. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive income in the accompanying consolidated balance sheets to the extent they are significant. Exchange rate fluctuations on short-term intercompany loans are included in other income (expense), net line of the condensed consolidated statement of operations.

Interest rate swaps

The Company uses interest rate swap agreements as required by its credit agreements to manage exposure to variability in interest payments associated with variable-rate debt. The Company has elected not to designate its interest rate swap agreements as hedging instruments. Accordingly, the swaps are recorded at fair value on the consolidated balance sheets, and changes in fair value are recognized in current earnings. Net gains and losses related to the swaps are included in other income (expense), net line of the condensed consolidated statements of operations. Net gains related to swaps for the three and nine months ended June 30, 2026 and 2025 were $17 and $0, respectively.

Noncontrolling interests

The Company accounts for an equity interest in a less-than-wholly owned consolidated subsidiary that is not attributable, either directly or indirectly, to the Company as a noncontrolling interest in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation. The noncontrolling interest is recognized as equity in the Company’s consolidated balance sheets and presented separately from the equity attributable to the Company’s stockholders. Any change in ownership of a less-than-wholly-owned consolidated subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and noncontrolling interests. The amounts of consolidated net income or loss attributable to the Company’s stockholders and noncontrolling interest are separately presented in the consolidated statements of operations. The Company’s net income per share attributable to the Company’s stockholders excludes net income attributable to noncontrolling interests.

Cash

The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts.

The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.

Restricted cash and investments

In the second half of 2024, the Company began insuring certain risks through a wholly-owned captive insurance company, Gainesville Insurance Company, Inc. (“Gainesville”). In addition, the Company maintains insurance policies with third-party insurers. Gainesville maintains at least $250 in cash, cash equivalents, or equity investments at all times as required by state insurance regulations. As of both June 30, 2026 and September 30, 2025, Gainesville held $250 in restricted investments.

During the first quarter of 2025, as part of the Eighth Amendment (the “Eighth Santander Amendment”) to the Santander Loan Agreement (as defined herein), the Company deposited $2,164 into a restricted cash account. Following a pre-approved earnout payment in January 2025, the Company held $1,078 in a restricted cash account as of September 30, 2025, to be used for the final earnout payment to be made in January 2026. Following the pre-approved contingent earnout payment in January 2026, the Company heldno restricted cash as of June 30, 2026.

Accounts receivable and allowance for expected credit losses

Accounts receivable is recorded at the contractual amount. The Company records its allowance for expected credit losses based upon its assessment of various factors. The Company considers historical collection experience, the age of the accounts receivable balances, credit quality of the Company’s customers, any specific customer collection issues that have been identified, current economic conditions and other factors that may affect the customers’ ability to pay. The Company writes off accounts receivable balances that have aged significantly once all collection efforts have been exhausted and the receivables are no longer deemed collectible from the customer. The activity in the allowance for expected credit losses is as follows:

Inventory

Inventory is valued at the lower of cost (using the first-in, first-out method) or net realizable value. The Company maintains an inventory valuation reserve to provide for slow moving and obsolete inventory, inventory not meeting quality control standards and inventory subject to expiration for its Life Sciences business. The products of the Life Sciences business require the initial manufacture of multiple batches to determine if quality standards can consistently be met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values acquired manufactured antibody inventory based on a three-year forecast. Inventory quantities in excess of the forecast are not valued due to uncertainty over salability.

Property and equipment and depreciation policy

Property and equipment are recorded at cost. Property and equipment acquired in business combinations are initially recorded at fair value. Depreciation is provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance and repairs are recorded as expenses when incurred.

Goodwill

The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Under current authoritative guidance, goodwill is not amortized but is tested for impairment annually as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than the carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or significantly affecting the fair value of the Company’s reporting units, the Company could be required to recognize impairment charges in the future.

The fair value of the Company’s reporting units were in excess of carrying value and goodwill was not deemed to be impaired as of June 30, 2026.

Intangibles and long-lived assets

Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value.

The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. If there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future.

The Company concluded that the fair value of intangibles and long-lived assets were not deemed to be impaired as of June 30, 2026.

Tariff refunds payable

The Company periodically receives refunds of customs duties from the federal government in its capacity as a customs broker on behalf of its customers. Because the Company acts solely as an agent with respect to these amounts and has an obligation to remit the refunds directly to the applicable customers, the refunds are recorded as a liability upon receipt and are not recognized as revenue. The amount is included in the cash and cash equivalents line item of the consolidated balance sheet.

Tariff refunds payable are presented separately in the Company's condensed consolidated balance sheets and are not offset against accounts receivable, including amounts that may be due from the same customers. The liability is reduced when the related refunds are remitted to customers. As of June 30, 2026, the Company had tariff refunds payable of $32,030. As of the filing date, the majority of this amount had been remitted to customers.

Revenues and revenue recognition

Revenues are recognized upon transfer of control of promised services to customers. With respect to its Logistics segment, the Company has determined that, in general, each shipment transaction or service order constitutes a separate contract with the customer. When the Company provides multiple services to a customer, different contracts may be present for different services.

A performance obligation is created once a customer agreement with an agreed-upon transaction price exists. The Company typically satisfies its performance obligations as services are rendered. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s agreed-upon destination. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are rendered over time during the life of a shipment, including services at origin, freight and destination. Revenue is recognized accordingly over time based on the estimated and actual satisfaction of the underlying performance obligations. At period end the Company evaluates shipments in-transit within the respective performance obligations to evaluate the earned revenue given the continuous transfer of control to the customer over the course of the shipment. Since services are continuously provided over-time, revenue and related transportation costs are recognized based on relative transit time, which is based on the extent of progress towards completion. Determination of the estimated transit period and the percentage of completion of the shipment as of the reporting date requires management to make judgments that affect the timing and amount of revenue recognition. The Company has determined that revenue recognition over the transit period provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The Company fulfills nearly all of its performance obligations within a one- to two-month period. The transaction price is generally fixed for each performance obligation. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customer are excluded from revenue. Customs brokerage fees are earned for the discrete service of filing the customs entry, and revenue is recognized at the point in time when the entry is filed with U.S. Customs. The timing of revenue recognition, billings, cash collections, and allowance for expected credit losses results in billed and unbilled receivables. The Company receives the unconditional right to bill when shipments are delivered to their destination.

The Company evaluates whether amounts billed to customers should be reported as gross or net revenues. Generally, revenues are recorded on a gross basis when the Company is acting as principal and is primarily responsible for fulfilling the promise to provide the services, when it has discretion in setting the prices for the services to the customers, and the Company has the ability to direct the use of the services provided by the third-party. Revenues are recognized on a net basis when the Company is acting as agent, and the Company does not have latitude in carrier selection or in establishing rates with the carrier. Revenues recognized net were insignificant for the three and nine months ended June 30, 2026 and 2025.

Contract assets, which were insignificant as of June 30, 2026 and September 30, 2025, represent estimated amounts for which the Company has the right to consideration for transportation services related to the completed portion of in-transit shipments at period end, but for which it has not yet completed the performance obligations. Upon completion of the performance obligations, which can vary in duration based upon the mode of transportation, the balance is included in Accounts Receivable.

In the Logistics segment, the Company disaggregates its revenues by itsfour primary service categories: trucking, ocean freight, customs brokerage and other, and air freight. A summary of the Company’s revenues disaggregated by major service lines for the three and nine months ended June 30, 2026 and 2025 was as follows:

Customs brokerage and other revenues contains revenues recognized at a point in time and revenues recognized over time based on the satisfaction of the underlying performance obligations. Customs brokerage and other revenues recognized at a point in time totaled $9,211 and $6,168 for the three months ended June 30, 2026 and 2025, respectively. Customs brokerage and other revenues recognized at a point in time totaled $24,179 and $18,177 for the nine months ended June 30, 2026 and 2025, respectively.

Life Sciences and Manufacturing

Revenues from the Life Sciences segment are derived from the sale of high-quality monoclonal and polyclonal antibodies, diagnostic reagents, diagnostic kits, and other immunoreagents for biomedical research and antibody manufacturing.

Revenues from the Company’s Manufacturing segment, which is comprised of Indco, Inc. (“Indco”), a wholly-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatus for specific applications within various industries, are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories, and Rubicon Technology, Inc. (“Rubicon”), a majority-owned subsidiary of the Company that sells monocrystalline sapphire for applications in optical and industrial systems. Rubicon sells its products on a global basis to customers in North America, Europe and Asia and leases its operating and storage facilities in the Chicago metropolitan area on a month-to-month basis. Revenues for Life Sciences and Manufacturing are recognized when products are shipped and control of the product, title, and risk of loss have been transferred to the customers.

Income taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company’s income tax returns are recognized in the consolidated financial statements if such positions are more likely than not of being sustained.

Reclassifications

Certain amounts in the prior-period financial statements have been reclassified to conform to the current-period presentation. These reclassifications had no effect on previously reported net income, total assets, total liabilities, or stockholders’ equity.

2. ACQUISITIONS AND INVESTMENTS

Fiscal 2026 Acquisitions

Manufacturing

On October 14, 2025, Janel Corporation and Rubicon completed the transfer (the “Contribution”) of all of the issued and outstanding membership interests in Janel Group LLC (“Janel Group”), a New York limited liability company and a wholly owned subsidiary of Janel Corporation, held by Janel Corporation in exchange for 7,000,000 newly issued shares of Rubicon’s common stock, par value $0.001 per share (“Rubicon Common Stock”), pursuant to a contribution agreement dated as of August 20, 2025 between the Company and Rubicon. The Company determined the transaction represents a business combination under ASC 805, Business Combinations in which the Company is the accounting acquirer. The purchase price accounting related to this acquisition is preliminary and subject to subsequent adjustment. Prior to the acquisition, the Company held a 46.6% equity interest in Rubicon. Immediately following the acquisition, the Company obtained a controlling financial interest in Rubicon through its ownership of 86.5% of Rubicon’s outstanding equity.

The fair value of the total consideration transferred was $9,082, which consisted of the acquisition-date fair value of the 13.5% equity interest of Janel Group transferred in exchange for the newly issued shares of Rubicon Common Stock at $3,105, $4,631 of acquisition-date fair value of the previously held equity interest in Rubicon, and the acquisition-date fair value of $1,346 of the noncontrolling interest held by other investors in exchange for $10,128 of deferred tax assets and the assumption of $197 of net liabilities.

The fair value of the identifiable net assets exceeded the consideration transferred including the fair value of the previously held equity interest and fair value of the noncontrolling interest as it was an opportunistic acquisition. The resulting excess of $849 due to the limited market for the underlying assets was recognized as a gain on consolidation of acquisition on the acquisition date, which primarily reflects the excess value of the deferred tax assets. The gain on acquisition was recognized in gain on consolidation of acquisition in the condensed consolidated statements of operations for the nine months ended June 30, 2026.

The estimate of the fair value of assets and liabilities, which consisted primarily of deferred tax assets, required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that management believes to be reasonable; however, actual results may differ materially from these estimates.

Prior to the business combination, the Company held a noncontrolling equity interest in Rubicon, which was recorded under the fair value option method to equity method investment, and the changes in the fair value of the investment were included in Other income (expense), net in the condensed consolidated statements of operations. At the acquisition date, the acquisition did not result in a gain or loss associated with the remeasurement because its previously held equity interest was measured at fair value prior to the acquisition.

Subsequent to the closing of the contribution, the Company commenced a tender offer to purchase shares of Rubicon Common Stock at $4.75 per share in cash, which expired on November 12, 2025. On November 17, 2025, the tender offer was completed, and the Company purchased 426,000 shares of Rubicon common stock for an aggregate cash consideration of $2,024, and the shares of Rubicon common stock were transferred to Janel Corporation on November 17, 2025. After the tender offer, the Company owned approximately 91.0% of Rubicon’s outstanding common stock. The carrying amount of the noncontrolling interest has been adjusted, and the difference between the cash consideration paid and the change in the noncontrolling interest of $510 was recorded in the Company’s paid-in capital during the nine months ended June 30, 2026, andno gain or loss was recorded.

On May 5, 2026, the Company’s Board of Directors authorized the purchase of up to 50,000 additional shares of Rubicon Common Stock in the public market or through privately negotiated transactions. The size and timing of any purchases will be based on a number of factors, including price and business and market conditions. As of June 30, 2026, the Company had acquired 10,000 shares of Rubicon Common Stock at an average price of $4.46 per share.

On April 8, 2026, the Company acquired an antibody product line from BioPorto A/S. The transaction was accounted for as an asset acquisition. The total purchase price was $10,000, consisting of $9,000 in cash paid at closing and contingent consideration with an acquisition-date fair value of $1,000. The contingent consideration provides for a total possible payout of up to$1,500, upon the achievement of certain revenue targets over thethree years following the acquisition. The purchase price was allocated to the acquired assets based on their relative fair values. The Company recorded $2,362 of acquired inventory and $7,638 of identifiable intangible assets related to the antibody product line.

On May 1, 2026, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products, which the Company includes in the Life Sciences segment. The transaction was accounted for as an asset acquisition. The total consideration transferred was approximately $1,440 consisting of $1,000 in cash and contingent consideration valued at $440.

Fiscal 2025 Acquisitions

On August 1, 2025, the Company acquired a customer list and other intangible assets of, and hired the employees of, a customs broker and freight forwarder, which is included in the Logistics segment.

On September 2, 2025, the Company completed a business combination whereby it acquired a majority ownership position in Interlog USA, Inc. (“Interlog”)for an aggregate purchase price of $9,410 and recorded a liability of $1,580 relating to the non-controlling interest. At closing, the Company purchased 80% of the outstanding stock of Interlog for $6,825 in cash with an additional $1,005 to be paid within 90 days subject to the achievement of certain integration goals, which was paid in full as of December 31, 2025. The Company also agreed to purchase the remaining 20% of Interlog stocktwo years from the closing date for an amount equal totwo times Interlog’s average annual gross profit for the year ended December 31, 2027. The acquisition was funded through the Company’s previous asset-backed facility with Santander Bank, N.A (“Santander”). In connection with the combination, the Company recorded an aggregate of $4,264 in goodwill and $5,844 in other identifiable intangibles during the quarter ended September 30, 2025. Interlog is a non-asset-based freight forwarder and domestic truck broker. The acquisition of Interlog was completed to expand the Company’s service offerings in the Logistics segment.

On June 4, 2025, the Company acquired a majority ownership position in Biosensis Pty Ltd ("Biosensis") for an aggregate purchase price of $5,136, net of $199 cash received and net of non-interest-bearing liabilities assumed of $166. Additionally, the Company assumed debt of $563 and recorded a liability of $1,486 relating to the non-controlling interest during the quarter ended June 30, 2025. At closing, the Company purchased 80% of the outstanding common stock of Biosensis for $2,754 in cash and $298 in the form of a conversion of a note receivable. The majority ownership transaction included put-call options exercisable on June 4, 2028 for the remaining 20% of outstanding common stock. The acquisition was funded by the Company’s previous acquisition draw facility with First Merchants Bank (“First Merchants”), and the results of operations of Biosensis are included in Janel’s consolidated results of operations since the date of the acquisition. In connection with the acquisition, the Company recorded an aggregate of $2,607 in goodwill and $1,700 in other identifiable intangible assets during the quarter ended June 30, 2025. Biosensis is a developer and manufacturer of antibodies and cell culture media for research and diagnostic uses. Biosensis was founded in 2006 and is headquartered in Thebarton, Australia. The acquisition of Biosensis was completed to expand the Company’s product offerings in the Life Sciences segment.

On March 10, 2026, prior to the exercisability date of the put-call options, Antibodies, Inc., entered into an agreement to purchase the remaining 20% of the outstanding common stock of Biosensis for $574. The difference between the carrying value of the non-controlling interest and the cash consideration was recognized in stockholders’ equity within paid-in capital on the Company’s condensed consolidated balance sheets as of June 30, 2026. No gain or loss was recognized in the Company’s condensed consolidated statements of operations as of the nine months ended June 30, 2026. This agreement terminated the previously established put-call option arrangement.

3. INVENTORY

Inventories consisted of the following:

4. INTANGIBLE ASSETS

The following table summarizes the gross book value, accumulated amortization and net book value balances of intangible assets as of June 30, 2026 and September 30, 2025:

Refer to Note 2 - "Acquisitions and Investments" for the increase in the Company's intangible assets during the nine months ended June 30, 2026.

The following table summarizes the gross book value, accumulated amortization and net book value balances of intangible assets by segment as of June 30, 2026 and September 30, 2025:

Amortization expense for the three and nine months ended June 30, 2026 and 2025 was $1,043 and $654, and $2,701 and $1,937, respectively.

The future amortization of these intangible assets is expected to be as follows:

5. GOODWILL

The composition of goodwill balances by segment as of June 30, 2026 and September 30, 2025 was as follows:

6. LONG-TERM DEBT

The table below sets forth the total long-term debt, net of unamortized debt issuance cost, as of June 30, 2026 and September 30, 2025, respectively:

These obligations mature as follows:

Current Credit Facility

The 2025 Credit Facility

On December 29, 2025, the Company entered into a new credit facility agreement (the “2025 Credit Facility”) with Santander Bank and First Merchants Bank. The 2025 Credit Facility provides for a $40,000 Asset-Based Revolving Credit Facility (“Revolving Facility”), a $6,000 Term Loan (“Term Loan”), a $3,120 Mortgage Loan (“Mortgage Loan”) and a $10,000 Revolving Credit Facility (“RCF”) to be used for acquisitions, for an aggregate commitment of $59,120. The Revolving Facility, Term Loan and Mortgage Loans mature on December 29, 2030. The RCF matures on December 29, 2027, with any outstanding borrowings at that time being converted into athree-year term loan. Interest on the 2025 Credit Facility accrues at an annual rate equal to either a base rate or, at the election of the Company, a rate based on the term Secured Overnight Financing Rate (“Term SOFR”) for the applicable interest period, plus an applicable margin ranging from 1.7% to 3.0%, based upon the consolidated senior leverage ratio of the Company (as defined in the agreement governing the 2025 Credit Facility). The Revolving Facility and RCF have a commitment fee payable on the undrawn amount ranging from 0.25% to 0.35% per annum.

For borrowings under the 2025 Credit Facility, the Company is subject to a minimum debt consolidated fixed charge coverage ratio of 1.2, a maximum consolidated leverage ratio of 4.5, and a maximum consolidated secured leverage ratio of 3.5 (each as defined in the agreement governing the 2025 Credit Facility). All financial covenants are calculated based on consolidated results.

The proceeds under the 2025 Credit Facility were used to repay the Company’s outstanding loan balance of $33,021 under its previous credit facilities and pay loan initiation fees of $942. In connection with the 2025 Credit Facility, the Company recorded a loss of approximately $445 on the write-off of unamortized capitalized loan costs on the extinguishment of the credit agreement entered into with First Merchants Bank on April 25, 2023 (the "First Merchants Credit Agreement"), which is recorded in other income (expense), net in the condensed consolidated statements of operations for the nine months ended June 30, 2026.

On April 7, 2026, the Company entered into the First Amendment to the Credit Agreement dated as of December 29, 2025 which allowed for the acquisition of the antibody product line from BioPorto A/S described in Note 2 - "Acquisitions and Investments". The First Amendment also updated certain definitions.

As of June 30, 2026, $13,929 and $25,824 were the amounts outstanding and available for borrowing, respectively, under the Revolving Facility. As of June 30, 2026, $9,668 and $332 were the amounts outstanding and available for borrowing, respectively, under the RCF. The effective interest rate on such borrowings outstanding was 5.49% per annum. The RCF is classified as a non-current liability asno principal payments are scheduled until after December 29, 2027, when it converts into a term loan.

The Company was in compliance with the financial covenants defined in the 2025 Credit Facility as of June 30, 2026.

Prior Credit Facilities

The Santander Facility

The wholly-owned subsidiaries that comprise the Company’s Logistics segment (collectively, the “Janel Group Borrowers”), with the Company as a guarantor, had a Loan and Security Agreement (as amended, the “Santander Loan Agreement”) with Santander Bank with respect to a revolving line of credit facility (the “Santander Facility”). The Company entered into an Eighth Amendment to the Santander Loan Agreement on November 1, 2024, allowing for maximum borrowings of $35,000 under the Santander Facility. Interest accrued at an annual rate equal to theone-month SOFR plus 2.35%. The Santander Loan Agreement had a maturity date of September 21, 2026.

On December 29, 2025, using the proceeds received from the 2025 Credit Facility, the Santander Facility of $20,838 was paid off in full and extinguished. See “The 2025 Credit Facility” section above for additional details.

The First Merchants Credit Agreement

On April 25, 2023, Indco and certain other subsidiaries of the Company that are part of the Life Sciences and Manufacturing segments (together with Indco, the “Borrowers” and each, a “Borrower”), entered into a credit agreement (the “First Merchants Credit Agreement”) with First Merchants Bank. The First Merchants Credit Agreement was amended on November 22, 2024 to provide for, among other changes, the conversion and extinguishment of the $3,700 under the existing Acquisition A loan into the Term A loan, an incremental increase to the Term A loan of $1,000, the establishment of a new Acquisition B loan with a borrowing capacity of $7,000, and the extension of the revolving line of credit.

Interest accrued on the previously outstanding revolving Term A loan and Acquisition B loans at an annual rate equal toone-month adjusted Term SOFR plus either (i)2.75% (if the Borrowers’ total funded debt to EBITDA ratio is less or equal to 1.75:1.00) or (ii)3.50% (if the Borrowers’ total funded debt to EBITDA ratio is greater than to 1.75:1.00). Interest accrued on the existing Term B loan at an annual rate equal to the Term A loan. The revolving line of credit had a maturity date of November 22, 2029, and the Acquisition B loan had a maturity date of November 22, 2026.

As of September 30, 2025, there were $2,900 of outstanding borrowings under the revolving credit facility, $7,885 of outstanding borrowings under the Term A loan, $559 of outstanding borrowings under the Term B loan and $1,000 of outstanding borrowings on the revolving loan, with interest accruing on all four loans at an effective interest rate of 6.89%. On December 29, 2025, the Company drew on the 2025 Credit Facility for $12,182 to fully pay off the First Merchants Credit Agreement. See “The 2025 Credit Facility” above for additional details. As of June 30, 2026, no amounts were outstanding under the First Merchants Credit Agreement which was extinguished during the quarter ended December 31, 2025.​

7. SUBORDINATED PROMISSORY NOTES - RELATED PARTY

Janel is the obligor onfour fixed 4% subordinated promissory notes totaling $6,000 in the aggregate (together, the “ELFS Subordinated Promissory Notes”), payable to certain former shareholders of Expedited Logistics and Freight Services, LLC (“ELFS”), in connection with the Company’s business combination whereby it acquired all the membership interest of ELFS and its related subsidiaries. All of the ELFS Subordinated Promissory Notes, as subsequently amended, are guaranteed by the Company and are subordinate to and junior in right of payment for principal, interest, premiums and other amounts payable to the 2025 Credit Facility. The ELFS Subordinated Promissory Notes are payable inquarterly installments of principal together with accrued interest through July 2028.

As of September 30, 2025, the amount outstanding under the ELFS Subordinated Promissory Notes was $2,940, of which $1,174 was included in the current portion of subordinated promissory notes and $1,766 was included in the long-term portion of subordinated promissory notes.

As of June 30, 2026, the gross amount outstanding under the ELFS Subordinated Promissory Notes was $2,205, of which $1,174 was included in the current portion of subordinated promissory notes and $1,031 was included in the long-term portion of subordinated promissory notes.

8. STOCKHOLDERS' EQUITY

Janel is authorized to issue 4,500,000 shares of common stock, par value $0.001. In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $0.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company’s Board of Directors or a duly authorized committee thereof, without stockholder approval. The Board of Directors may fix the number of shares constituting each series and increase or decrease the number of shares of any series.

(A) Preferred Stock

Series C Cumulative Preferred Stock

Shares of the Company’s Series C Cumulative Preferred Stock (the “Series C Stock”) are entitled to receive annual dividends at a rate of 5% per annum of the original issuance price of $500 per share, when and if declared by the Company’s Board of Directors, and increased by 1% on January 1, 2024. Such rate is to increase on each January 1 thereafter forfour years to a maximum rate of 9%. The dividend rate of the Series C Stock as of June 30, 2026 and September 30, 2025 was 8% and 7%, respectively. In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued dividends thereon. The liquidation value of Series C Stock was $6,708 and $7,333 as of June 30, 2026 and September 30, 2025, respectively.

For the three and nine months ended June 30, 2026 and 2025, the Company declared dividends on Series C Stock of $114 and $77, and $326 and $271, respectively. As of June 30, 2026 and September 30, 2025, the Company had accrued dividends of $1,024 and $1,649, respectively.

(B) Equity Incentive Plan

On October 30, 2013, the Board of Directors of the Company adopted the Company’s 2013 Non-Qualified Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up to 100,000 shares of common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries.

On May 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”) pursuant to which the Company may grant (i) incentive stock options, (ii) non-statutory stock options, (iii) restricted stock awards and (iv) stock appreciation rights with respect to shares of the Company’s common stock, par value of $0.001 per share (“Common Stock”), to directors, officers, employees of and consultants to the Company. On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended Plan”) pursuant to which the Company may grant non-statutory stock options, restricted stock awards and stock appreciation rights of Common Stock to employees, directors and consultants to the Company and its subsidiaries.

The Amended Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended Plan from 100,000 to 200,000 shares of Common Stock of the Company and reflected certain other non-substantive amendments.

Participants and all terms of any grant under the Amended Plan are within the discretion of the Company’s Compensation Committee.

The following table summarizes activities under the 2017 Equity Incentive Plan for the indicated periods:

Options

The Company uses the Black-Scholes option pricing model to estimate the fair value of the share-based awards. In applying this model, the Company uses the following assumptions:

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Risk-free interest rate - The Company determines the risk-free interest rate by using a weighted average assumption equivalent to the expected term based on the U.S. Treasury constant maturity rate.

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Expected term - The Company estimates the expected term of options on the average of the vesting date and term of the option.

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Expected volatility - The Company estimates expected volatility using daily historical trading data of its common stock.

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Dividend yield - The Company has never paid dividends on its common stock and currently have no plans to do so; therefore, no dividend yield is applied.

The fair values of the employee option awards for the three and nine months ended June 30, 2026 and 2025 were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented:

The aggregate intrinsic value in the above table was calculated as the difference between the closing price of the Company’s common stock at June 30, 2026 of $45.00 per share and the exercise price of the stock options that had strike prices below such closing price.

As of June 30, 2026, there was $62 unrecognized compensation expense related to the unvested employee stock options, which is expected to be recognized over the next fiscal year.

9. INCOME PER COMMON SHARE

The following table provides a reconciliation of the basic and diluted earnings per share (“EPS”) computations for the three and nine months ended June 30, 2026 and 2025:

The computation for the diluted number of shares excludes unexercised stock options that are anti-dilutive. There were 10 anti-dilutive shares for each of the three and nine months ended June 30, 2026 and 22.5 anti-dilutive shares for each of the three and nine months ended June 30, 2025.

10. INCOME TAXES

The reconciliation of income tax computed at the federal statutory rate to the provision for income taxes from continuing operations for the three and nine-month periods ended June 30, 2026 and 2025 is as follows:

As disclosed in Note 2 - "Acquisitions and Investments", the Company acquired deferred tax assets valued at $10,128 from Rubicon. The Company has performed an analysis to assess potential limitations on the utilization of these net operating losses ("NOLs") and tax credits resulting from ownership changes. Based on this analysis, no ownership changes were identified that would limit Rubicon's ability to utilize its NOLs or tax credits.

11. BUSINESS SEGMENT INFORMATION

As referenced above in Note 1 - "Basis of Presentation and Significant Accounting Policies", the Company operates inthree reportable segments: Logistics, Life Sciences and Manufacturing.

The Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (“CODM”), regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance.

The following tables present selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and nine months ended June 30, 2026:

The Manufacturing segment includes results from Rubicon starting on the acquisition date of October 14, 2025. Rubicon’s corporate expenses are included in Janel’s Corporate expenses segment.

The following tables present selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three and nine months ended June 30, 2025:

12. FAIR VALUE MEASUREMENTS

ASC Topic 820 established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under ASC Topic 820 are described below:

Level 1:

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2:

Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3:

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Recurring Fair Value Measurements

The following table presents the Company’s assets that are measured at fair value on a recurring basis based on the three-level valuation hierarchy:

The following table sets forth a summary of the changes in the investment in marketable securities and restricted investments during the three and nine months ended June 30, 2026 and 2025:

On August 19, 2022, the Company acquired 1,108,000 shares of Rubicon common stock at a price per share of $20.00, in a cash tender offer. As of September 30, 2025, the Company held 46.6% of the total issued and outstanding shares of Rubicon and reported its investment under the fair value method pursuant to ASC Topic 320, Investments - Debt Securities. Management determined that it was appropriate to carry its investment in Rubicon at fair value because the investment was traded on the NASDAQ stock exchange through January 2, 2023, began trading on the OTCQB Capital Market on January 3, 2023 and had daily trading activity, the combination of which provides a better indicator of value. The investment in Rubicon was re-measured at the end of each quarter based on the trading price, and any change in the value was reported in the condensed statement of operations as an unrealized gain or loss on marketable securities in Other income (expense), net.

On October 14, 2025, the Company acquired an additional 7,000,000 shares of Rubicon Common Stock and obtained a controlling financial interest in Rubicon through its ownership of 86.5% of outstanding equity resulting in consolidation of Rubicon from the acquisition date. Immediately prior to the business combination, the investment was measured at fair value. In connection with the closing of the Contribution, the Company commenced a tender offer to purchase 426,000 shares of Rubicon common stock at $4.75 per share in cash, which expired on November 12, 2025. The shares of Rubicon common stock were transferred to Janel Corporation on November 17, 2025. After the tender offer, Janel Corporation owned approximately 91.0% of Rubicon’s common stock outstanding. See Note 2 – "Acquisitions and Investments".

The following table sets forth a summary of the changes in the fair value of the Company’s investment in Rubicon, which was measured at fair value on a recurring basis prior to October 14, 2025, utilizing Level 1 assumptions in its valuation:

There wereno level 2 or 3 assets as of June 30, 2026 and September 30, 2025. There were no transfers between investment levels as of June 30, 2026 and September 30, 2025.

The following table presents the Company’s liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy:

These liabilities relate to the estimated fair value of earnout and mandatorily redeemable noncontrolling interest payments due to former business owners at previously acquired companies. The Level 1 contingent earnout is fixed. The Company determined the fair value of the Level 3 liabilities using forecasted results through the expected earnout periods. The principal inputs to the approach include expectations of the specific business’s revenues in fiscal years 2025 through 2026 using an appropriate discount rate. Given the use of significant inputs that are not observable in the market, the contingent earnout liability and mandatorily redeemable noncontrolling interests are classified within Level 3 of the fair value hierarchy.

The current and non-current portions of the fair value of the contingent earnout liabilities as of June 30, 2026 were $417 and $1,118, respectively. The current and non-current portions of the fair value of the contingent earnout liabilities as of September 30, 2025 were $2,592 and $55, respectively.

The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities for the three and nine months ended June 30, 2026 and 2025, which are measured at fair value on a recurring basis utilizing Level 1 and Level 3 assumptions in their valuation:

13. LEASES

The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liability; and operating lease liability, net of current portion in the consolidated balance sheets. Assets and obligations related to finance leases are included in property and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in the condensed consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company’s agreements with lease and non-lease components are all accounted for as a single lease component.

For leases with an initial term of twelve months or less, the Company elected the exemption from recording right of use assets and lease liabilities for all leases that qualify and records rent expense on a straight-line basis over the lease term.

The Company has operating leases for office and warehouse space in all districts where it conducts business. As of June 30, 2026, the remaining terms of the Company’s operating leases were betweenone month and 92 months and certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include the minimum lease payments that the Company is obligated to make under the non-cancelable initial terms of the leases as the renewal terms are at the Company’s option and the Company is not reasonably certain to exercise those renewal options at lease commencement.

The components of lease expense for the three and nine months ended June 30, 2026 and 2025 are as follows:

Operating lease right of use assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of June 30, 2026 were $6,580, $2,229 and $5,002, respectively.

Operating lease right of use assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of September 30, 2025 were $7,760, $2,114 and $6,310, respectively.

During the nine months ended June 30, 2026, the Company entered intotwo lease extension agreements for its Logistics segment. One agreement extended the lease term by an additional 10 months, resulting in a new expiration date of February 2027. The second agreement extended the lease term by an additional 3 years, resulting in a new expiration date of May 2029. As result of these lease modifications, the Company recognized right-of-use assets of $485 and operating lease liabilities of $516 as of June 30, 2026.

During the nine months ended June 30, 2025, the Company amended and extended various lease agreements. As a result, the Company recognized right-of-use assets of $887 and operating lease liabilities of $1,190.

As of June 30, 2026 and September 30, 2025, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 4.2 years and 6.75% and 4.5 years and 6.13%, respectively.

For the three months ended June 30, 2026 and 2025, cash paid for amounts included in the measurement of operating lease obligations was $612 and $686. For the nine months ended June 30, 2026 and 2025, cash paid for amounts included in the measurement of operating lease obligation was $1,925 and $1,707, respectively.

Future minimum lease payments under non-cancelable operating leases as of June 30, 2026 are as follows for each of the fiscal years ending September 30 of:

14. SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after June 30, 2026 up through the date these consolidated financial statements were issued. Other than as disclosed elsewhere in the notes to the consolidated financial statements, the Company did not have any material subsequent events.

ITEM 2.