Janus International Group Inc
For the period ended Dec 28, 2024. Filed Feb 26, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 26, 2025
JBI$3.91-17.9%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
PART IV
Item 15. EXHIBITS, FINANCIALS STATEMENT SCHEDULES
a. Listing of Documents
The financial statements of Janus International Group, Inc. filed as a part of this 2024 Annual Report on Form 10-K is listed in the “Index to Financial Statements and Schedules” on page 51. All other schedules are omitted because they are not applicable, not required, or the information is otherwise included in the financial statements or the notes thereto.
All financial statement schedules are omitted either because they are not applicable, not required, or the required information is included in the financial statements or notes thereto.
The following exhibits are filed as part of this 2024 Annual Report on Form 10-K:
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Description | Form | Exhibit No. | Filing Date |
| 2.1 | Business Combination Agreement, dated December 21, 2020, by and among Juniper Industrial Holdings, Inc., Janus Parent, Inc., Janus Midco, LLC, Jupiter Management Holdings, LLC, Jupiter Intermediate Holdco, LLC and the other parties named therein. | 10-K | 2.1 | March 29, 2023 |
| 2.2 | First Amendment to Business Combination Agreement, dated April 6, 2021, by and among Juniper Industrial Holdings, Inc., Janus Midco, LLC, Cascade GP, LLC and the other parties named therein. | 10-K | 2.2 | March 29, 2023 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Janus International Group, Inc., filed with the Secretary of State of Delaware on June 24, 2024. | 8-K | 3.1 | June 24, 2024 |
| 3.2 | Amended and Restated Bylaws of Janus International Group, Inc. | 8-K | 3.1 | February 1, 2024 |
| 4.1* | Description of Janus International Group, Inc.’s Securities | |||
| 4.2 | Warrant Agreement, dated June 7, 2021, between Continental Stock Transfer & Trust Company and Janus International Group, Inc. | 8-K | 4.3 | June 11, 2021 |
| 4.3 | Warrant Agreement, dated July 15, 2021, between Continental Stock Transfer & Trust Company and Janus International Group, Inc. | 10-K | 4.3 | March 29, 2023 |
| 10.1 | Letter Agreement, dated November 7, 2019, between Juniper Industrial Holdings, Inc. and Juniper Industrial Sponsor, LLC and each of the officers and directors of Juniper Industrial Holdings, Inc. | 8-K | 10.4 | November 13, 2019 |
| 10.2 | Letter Agreement Amendment, dated June 7, 2021, between Juniper Industrial Holdings, Inc. and Juniper Industrial Sponsor, LLC and each of the officers and directors of Juniper Industrial Holdings, Inc. | 8-K | 10.1 | June 11, 2021 |
| 10.3 | Registration and Stockholder Rights Agreement, dated November 13, 2019, between Juniper Industrial Holdings, Inc., Juniper Industrial Sponsor, LLC and certain directors of Juniper Industrial Holdings, Inc. | 8-K | 10.3 | November 13, 2019 |
| 10.4 | Registration and Stockholder Rights Agreement Amendment, dated June 7, 2021, between Juniper Industrial Holdings, Inc., Juniper Industrial Sponsor, LLC and certain directors of Juniper Industrial Holdings, Inc. | 8-K | 10.2 | June 11, 2021 |
| 10.5 | Form of PIPE Subscription Agreement. | 10-K | 10.5 | March 29, 2023 |
| 10.6 | Sponsor Lock-Up Agreement, dated June 7, 2021, by and among Janus Parent, Inc. and the other parties named therein. | 8-K | 10.4 | June 11, 2021 |
| 10.7 | Investor Rights Agreement, dated June 7, 2021, by and among Janus International Group, Inc., Juniper Industrial Sponsor LLC and the other parties named therein. | 8-K | 10.5 | June 11, 2021 |
| 10.8 | Form of Indemnity Agreement. | 10-K | 10.8 | March 29, 2023 |
| 10.9 | First Lien Credit and Guarantee Agreement, dated as of February 12, 2018, as amended, by and among Janus International Group, LLC, UBS AG, Stamford Branch, and the other parties thereto. | 8-K | 10.1 | September 29, 2021 |
| 10.10 | Incremental Amendment No. 1, dated as of March 1, 2019 to that certain First Lien Credit and Guarantee Agreement, as amended, by and among Janus International Group, LLC, UBS AG, Stamford Branch, and the other parties thereto. | 8-K | 10.2 | September 29, 2021 |
| 10.11 | Incremental Amendment No. 2, dated as of August 12, 2019 to that certain First Lien Credit and Guarantee Agreement, as amended, by and among Janus International Group, LLC, UBS AG, Stamford Branch, and the other parties thereto. | 8-K | 10.3 | September 29, 2021 |
| 10.12 | Amendment No. 3, dated as of February 5, 2021 to that certain First Lien Credit and Guarantee Agreement, as amended, by and among Janus International Group, LLC, UBS AG, Stamford Branch, and the other parties thereto. | 8-K | 10.4 | September 29, 2021 |
| 10.13 | Incremental Amendment No. 4, dated as of August 18, 2021 to that certain First Lien Credit and Guarantee Agreement, dated as of February 12, 2018, as amended, by and among Janus International Group, LLC, UBS AG, Stamford Branch, and the other parties thereto. | 8-K | 10.5 | September 29, 2021 |
| 10.14 | ABL Credit and Guarantee Agreement, dated as of February 12, 2018, by and among, Janus International Group, LLC, Wells Fargo Bank, National Association, and the other parties thereto. | 8-K | 10.6 | September 29, 2021 |
| 10.15 | Amendment Number One to ABL Credit and Guarantee Agreement, dated as of May 28, 2021, by and among Janus International Group, LLC, Wells Fargo Bank, National Association, and the other parties thereto and the other parties thereto. | 8-K | 10.7 | September 29, 2021 |
| 10.16 | Amendment Number Two to ABL Credit and Guarantee Agreement, dated as of August 18, 2021, by and among Janus International Group, LLC, Wells Fargo Bank, National Association, and the other parties thereto. | 8-K | 10.8 | September 29, 2021 |
| 10.17+ | Transition and Separation Agreement, dated as of June 22, 2022, by and between Janus International Group, Inc. and Scott Sannes. | 8-K | 10.1 | June 23, 2022 |
| 10.18+ | Offer Letter, dated as of June 16, 2022, by and between Janus International Group, Inc. and Anselm Wong. | 8-K | 10.2 | June 23, 2022 |
| 10.19+ | Janus International Group, Inc. 2021 Omnibus Incentive Plan. | S-8 | 10.1 | August 13, 2021 |
| 10.20+ | Form of Restricted Stock Unit Agreement (Directors). | 10-K | 10.10 | March 15, 2022 |
| 10.21+ | Form of Restricted Stock Unit Agreement (Non-Executive Employees). | 10-K | 10.21 | March 29, 2023 |
| 10.22+ | Form of Restricted Stock Unit Agreement (Executives) | 10-K | 10.22 | March 29, 2023 |
| 10.23+ | Form of Performance Stock Unit Grant Notice and Performance Stock Unit Agreement | 10-K | 10.23 | March 29, 2023 |
| 10.24+ | Form of Stock Option Grant Notice | 10-K | 10.24 | March 29, 2023 |
| 10.25 | Amendment Number Three to ABL Credit and Guarantee Agreement, dated as of April 10, 2023, by and among Janus International Group, LLC, Wells Fargo Bank, National Association, and the other parties thereto and the other parties thereto. | 8-K | 10.1 | April 12, 2023 |
| 10.26 | Open Market Sale Agreement, dated as of May 15, 2023, by and among Janus International Group, Inc., Clearlake Capital Partners IV (AIV-Jupiter), L.P., Clearlake Capital Partners IV (Offshore), L.P., Clearlake Capital Partners IV (AIV-Jupiter) USTE, L.P., Clearlake Capital Partners V, L.P., Clearlake Capital Partners V (Offshore), L.P., Clearlake Capital Partners V (USTE), L.P. and Jefferies LLC. | 8-K | 10.1 | May 15, 2023 |
| 10.27 | Amendment No. 5 to that certain First Lien Credit and Guarantee Agreement, dated as of June 20, 2023, as amended, by and among Janus International Group, LLC, UBS AG, Stamford Branch, and the other parties thereto. | 8-K | 10.1 | June 23, 2023 |
| 10.28 | Amendment No. 6 to that certain First Lien Credit and Guarantee Agreement, dated as of August 3, 2023, as amended, by and among Janus International Group, LLC, UBS AG, Stamford Branch, and the other parties thereto. | 8-K | 10.1 | August 4, 2023 |
| 10.29 | ABL Credit and Guarantee Agreement, dated as of August 3, 2023, by and among, Janus International Group, LLC, JPMorgan Chase Bank, N.A., and the other parties thereto. | 8-K | 10.2 | August 4, 2023 |
| 10.30 | Amendment No. 7 to that certain First Lien Credit and Guarantee Agreement, dated as of April 30, 2024, as amended, by and among Janus International Group, LLC, Goldman Sachs Bank USA, and the other parties thereto. | 8-K | 10.1 | April 30, 2024 |
| 10.31 | Asset Purchase Agreement, dated May 17, 2024, by and among Smith T.M.C., Inc., Jerry O Smith Company, LLC, J.O.S. Realty, Inc., David Scot Smith, and Terminal Door, LLC. | 8-K | 10.1 | May 20, 2024 |
| 10.32+ | Form of Performance Stock Unit Award Agreement. | 8-K | 10.1 | December 17, 2024 |
| 10.33*+ | Promotion Letter for Rebecca Castillo, dated September 15, 2022, and Offer Letter dated November 18, 2016. | |||
| 10.34*+ | Offer Letter for Pete Frayser, dated January 11, 2016. | |||
| 10.35*+ | Promotion Letter for Elliot Kahler, dated September 15, 2022, and Offer Letter dated September 17, 2018. | |||
| 10.36*+ | Offer Letter for David Vanevenhoven, dated January 20, 2023. | |||
| 16.1 | Letter from BDO USA, P.C. to the Securities and Exchange Commission, dated March 21, 2024. | 8-K | 16.1 | March 22, 2024 |
| 19.1* | Insider Trading Policy of Janus International Group, Inc., last revised December 31, 2024. | |||
| 21.1* | Subsidiaries of Janus International Group, Inc. | |||
| 23.1* | Consent of BDO USA, P.C., independent registered public accounting firm. | |||
| 23.2* | Consent of KPMG LLP, independent registered public accounting firm. | |||
| 24.1* | Power of Attorney (included on the signature page hereto). | |||
| 31.1* | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 31.2* | Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 32.1** | Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 32.2** | Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 97.1 | Clawback Policy. | 10-K | 97.1 | February 28, 2024 |
| 101.INS^ | Inline XBRL Instance Document. | |||
| 101.SCH^ | Inline XBRL Taxonomy Extension Schema Document. | |||
| 101.CAL^ | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||
| 101.DEF^ | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||
| 101.LAB^ | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||
| 101.PRE^ | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||
| 104^ | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||
*Filed herewith.
**The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
- Management contract or compensatory plan or arrangement.
^ Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.