JBI 10-K & 10-Q changes, risk factors and insider trading

We engage in a highly competitive business. If we are unable to compete effectively, we could lose market share and itsour business and results of operations could be negatively impacted.

We are subject to numerous obligations in our contracts with organizations using our products and services, as well as vendors and other companies with which we do business. We may breach these commitments, whether through a weakness in our procedures, systems, and internal controls, negligence, or through the willful act of an employee or contractor. Our insurance policies may be inadequate to compensate us for the potentially significant losses that may result from claims arising from breaches of our contracts, as well as disruptions into our services, failures or disruptions to our infrastructure, catastrophic events and disasters, or otherwise.

We are a U.S.-based company potentially subject to tax liability in multiple U.S. and non-U.S. tax jurisdictions. Significant judgment is required in determining our global provision for income taxes, deferred tax assets or liabilities and in evaluating our tax positions on a worldwide basis. While we understand our tax positions to be consistent with the tax laws in the jurisdictions in which we conduct our business, it is possible that these positions may be overturned by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes.

In December 2017, President Trump signed into law the Tax Cuts and Jobs Act of 2017 (the “Tax ActTCJA”), which significantly revised the Internal Revenue Code of 1986, as amended (the “Code”). On March 27, 2020, the Tax ActTCJA was amended by the Coronavirus Aid, Relief, and Economic Security (CARES) Act. Certain provisions of the Tax Act,TCJA, as amended by the CARES Act, may adversely affect us. The Tax ActTCJA requires complex computations that were not previously provided for under U.S. tax law. Furthermore, the Tax ActTCJA requires significant judgments to be made in interpretation of the law and significant estimates in the calculation of the provision for income taxes. Additional interpretive guidance may be issued by the U.S. Internal Revenue Service, the U.S. Department of the Treasury or another governing body that may significantly differ from our interpretation of the Tax Act,TCJA, which may result in a material adverse effect on our business, cash flow, results of operations or financial condition.

In August 2022, legislation commonly known as the Inflation Reduction Act (the “IRA”) was signed into law. Among other things, the IRA includes a 1% excise tax on corporate stock repurchases, applicable to repurchases after December 31, 2022, and also a new minimum tax based on book income. Our analysis of the effect of the IRA on us is ongoing. It is possible that the IRA (or implementing regulations or other guidance) could adversely impact our current and deferred federal tax liability. Furthermore, other changes that may be enacted in the future, including changes to tax laws enacted by state or local governments in jurisdictions in which we operate, could materially increase the amount of taxes, including state and local taxes, we would be required to pay and could materially adversely affect our financial position and results of operations. Governmental tax authorities are increasingly scrutinizing the tax positions of companies. Many countries in the EU, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, have enacted or are actively considering changes to existing tax laws that,that if enacted,enacted couldmay increase our tax obligations in countries where we do business. IfChanges to U.S. federal, state or local or non-U.S. tax authoritieslaws, changecould applicable tax laws,increase our overall taxestax could increase,burden, and may adversely impact our business, financial condition or results of operations may be adversely impacted.operations.

The Organization for Economic Co-operation and Development (“OECD”)/G20 and other invited countries developed a global tax framework inclusive of a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion Rules (“Pillar Two”). In December 2022, the Council of the EU formally adopted the OECD’s framework to achieve a coordinated implementation amongst EU Member States consistent with EU law. The EU’s Pillar Two Directive effective dates were January 1, 2024, and January 1, 2025, for different aspects of the directive. In 2023, theThe United Kingdom alsohas formally adopted legislation consistent with the OECD framework.framework Otherand other major jurisdictions are actively considering and implementing changes to their tax laws to adoptalign certainwith partsPillar of the OECD’s proposals.Two. We have assessed this framework including OECD administrative guidance and determined, based upon available guidance, that these changes will not have a material impact toon our results of operations; however, any future changes in OECD guidance or interpretations, including local country tax legislative changes thereof, could impact our initial assessment.

Our reputation and ability to attract, retain, and serve our users is dependent upon the reliable performance and security of our computer systems, mobile and other user applications, and those of third parties that we utilize in our operations. Although we employ comprehensive measures to prevent, detect, address, and mitigate cybersecurity threats, a cybersecurity incident could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data, personalpersonally identifiable information, and other confidential or proprietary data (our own or that of third parties) and the disruption of business operations. Our ability to keep our business operating is highly dependent on the proper and efficient operation of IT service providers. Our systems and those of third parties that we utilize may be subject to cyber incident, damage or interruption from earthquakes, adverse weather conditions, lack of maintenance due to a pandemic, other natural disasters, terrorist attacks, security breach, power loss or telecommunications failures. Additionally, threats to network and data security are constantly evolving and becoming increasingly diverse and sophisticated. Interruptions in, destruction or manipulation of these systems, or with the internet in general, could make our service unavailable or degraded or otherwise hinder our ability to deliver our services. Service interruptions, errors in our software or the unavailability of computer systems used in our operations, delivery or user interface could diminish the overall attractiveness of our user service to existing and potential users.

Our computer systems, mobile and other applications and systems of third parties we use in our operations are vulnerable to cybersecurity risks, including cyber-attacks and loss of confidentiality, integrity or availability, both from state-sponsored and individual activity, such as hacks, unauthorized access, computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions and destruction, and such unauthorized access to systems of third parties that we use has occurred in the past. Such systems may periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of data or intellectual property. Any attempt by hackers to obtain our data (including customer and corporate information) or intellectual property, disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy and damage our reputation. We have implemented certain systems and processes to thwart hackers and protect our data and systems. There is no assurance that cybersecurity threats may not have a material impact on our Companyus or our service or systems in the future. Although we have cybersecurity insurance (subject to specified retentions or deductibles), such insurance may not fully cover all damages, fines, and claims arising from cybersecurity incidents or the damages, fines, and claims may exceed the amount of any insurance available or may not be insurable. Any significant disruption to our service or access to our systems could result in a loss of users, liability, and adversely affect our business and results of operation.operations.

We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party provider. In addition, we utilize third-party “cloud” computing services in connection with our business operations. Problems faced by us or our third-party web hosting, “cloud” computing, or other network providers, including technological or business-related disruptions, as well as cybersecurity threats, could adversely impact the experience of our users. While we perform cybersecurity due diligence on our key vendors and service providers, because we do not control such third parties and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share with them or prevent any disruption arising from a technology failure, cyber-attack, or other information or security breach. We depend on such parties to implement adequate controls and safeguards to protect against and report cyber incidents. If such parties fail to deter, detect, or report cybersecurity incidents in a timely manner, we may suffer from financial and other harm, including to our information, operations, performance, employees, and reputation. We have experienced cybersecurity incidents previously; however, for the fiscal year ended DecemberJanuary 28,3, 2024,2026, no cybersecurity incident has had a material adverse effect on our business, strategy, results of operations, financial condition or reputation.

If we are unable to attract and retain team members or contract with third parties having the specialized skills or technologies needed to support our systems, implement improvements to our customer-facing technology in a timely manner, quickly and efficiently fulfill our customer’scustomers’ products and payment methods that they may demand, or provide a convenient and consistent experience for our customers regardless of the ultimate sales channel, our ability to compete and our results of operations could be adversely affected.

Our business continues to demand the use of sophisticated systems and technologies, including digital tools, SaaS offerings and cloud computing. As a result, we devote significant time and resources intoward maintaining, upgrading or replacing our systems and technologies in order to meet customers' demands and expectations. These types of activities subject us to additional costs and inherent risks associated with maintaining, upgrading, replacing, and changing these systems and technologies, including impairment of our ability to manage our business, loss of customer confidence and business, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, demands on management time, training our employees to operate the systems, and other risks and costs of delays or difficulties in transitioning to, or integrating, new systems and technologies into our current business. We rely on certain third-party providers to maintain and periodically upgrade many of these systems and technologies so that they can continue to support our business. Further, the software programs supporting our business are licensed to us by independent software developers. The inability of these developers or us to continue to maintain and upgrade our systems and technologies would disrupt or reduce the efficiency of our operations if we were unable to convert to alternate systems in an efficient and timely manner.

Emerging issues related to the development and use of artificial intelligence could give rise to legal or regulatory action, damage our reputation, or otherwise materially harm of our business.

We currently incorporate artificial intelligence in certain of our products and in our business operations, including software development of our Nokē Smart Entry System. While we have begun implementing the use of certain artificial intelligence tools within our business whilewe continuingcontinue to explore the opportunities that artificial intelligence could bring to us. Our use of artificial intelligence technologies may not be successful and may present business, compliance, and reputational risks. The use of artificial intelligence, particularly generative artificial intelligence, presents opportunities as well as risks that could negatively impact the business. Artificial intelligence technologies may be developed using inaccurate, incomplete, flawed, or biased algorithms, training methodologies, or data, which could result in competitive harm, regulatory penalties, legal liability, or brand or reputational harm. Further, a failure to timely and effectively use or deploy artificial intelligence and integrate it into new product or service offerings could negatively impact our competitiveness, particularly ahead of evolving industry trends and consumer demands. Artificial intelligence technologies are complex and rapidly evolving, and while we aim to develop and use artificial intelligence responsibly and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise, and the technologies that we develop or use may ultimately be flawed. Particularly given the nascent stage of the technology, the use of artificial intelligence technologies can lead to unintended consequences, including the generation of outputs that appear correct but are factually inaccurate, misleading, or are otherwise flawed, which could harm our reputation and business and expose us to risks related to such inaccuracies or errors in these outputs.

We are susceptible to the indirect effects of adverse macroeconomic events that can result in higher unemployment, shrinking demand for products, large-scale business failures, supply chain disruptions, and tight credit markets. Specifically, if adverse macroeconomic and business conditions significantly affect self-storage and commercial market rental rates and occupancy levels, our customers could reduce spending surrounding our products and services, which could have a negative effect on our business and therefore our results of operations. Thus, our results of operations are sensitive to changes in overall economic conditions that impact consumer spending, including discretionary spending, as well as to increased bad debts due to recessionary pressures. Adverse economic conditions affecting disposable consumer income, such as employment levels, business conditions, interest rates, tax rates, and fuel and energy costs, could reduce consumer spending or cause consumers to shift their spending to other products and services. A general reduction in the level of discretionary spending or shifts in consumer discretionary spending could adversely affect our growth and profitability. Also, competitorsCompetitors may also respond to challenging market conditions by lowering prices and attempting to lure away our customers.

Our past growth may not be indicative of our future growth, and we may not be able to maintain or increase our revenue growth rate may decline in thefuture future.periods.

The growth in revenue we have experienced in recentpast years may not be indicative of our future growth, if any, and we will not be able to grow as expected, or at all, if we do not accomplish the following:

• increase the number of customers;

• further improve the quality of our products and service offerings, and introduce high-quality new products;

• timely adjust expenditures in relation to changes in demand for the underlying products and services offered;

• maintain brand recognition and effectively leverage our brand; and

• attract and retain management and other skilled personnel for our business.

Our revenue growth rates may also be limitedlimited, or even decline, if we are unable to achieve high market penetration rates as we experience increased competition. If our revenue or revenue growth rates decline, investors’ perceptions of our business may be adversely affected and the market price of our common stock could decline.

Certain environmental regulations to which we are subject createscreate uncertainty regarding future environmental expenditures and liabilities.

The global economy can be negatively impacted by a variety of factors such as the spread of fear, the occurrence of man-made or natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical events of uncertainty. Such adverse and uncertain economic conditions may impact demand for our products generally and may cause disruptions in our supply chain. Furthermore, in connection with continued tensions related to the ongoing conflict between Russia and Ukraine, governments in the U.S., U.K., and the E.U. have each imposed export controls on certain products as well as financial and economic sanctions on certain industry sectors and parties within Russia. Further escalation of geopolitical tensions (such as those between Israel and Gaza and betweenGaza, Taiwan and ChinaChina, and the U.S., Israel, and Iran) could generate a broader impact, which could expand into other markets where we do business and could adversely affect our business and/or our supply chain, our international subsidiaries, business partners, or customers in the broader region. This could include potentially destabilizing effects for Europe, Asia, and the EuropeanMiddle continentEast or the global oil and natural gas markets.

Additionally, increases in inflation, along with the uncertainties surrounding geopolitical developments and global supply chain disruptions, have caused, and may in the future cause, global economic uncertainty and uncertainty about the interest rate environment. A failure to adequately respond to these risks could have a material adverse impact on our financial condition, results of operations, or cash flows. In response to high levels of inflation and recession fears, the U.S. Federal Reserve, the European Central Bank, and the Bank of England have raised, and may continuein tothe future raise, interest rates and implement fiscal policy interventions. Even if these interventions lower inflation, they may also reduce economic growth rates, create a recession, and have other similar effects. The U.S. debt ceiling and budget deficit concerns have increased the possibility of credit-rating downgrades and economic slowdowns, or a recession in the United States.

We have no direct operations and no significant assets other than our ownership of Janus International Group, LLC and its respective subsidiaries, which operatesoperate our business. We depend on profits generated by our business for distributions and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to our capital stock. Legal and contractual restrictions in agreements governing our indebtedness, as well as our financial condition and operating requirements, may limit our ability to receive distributions from Janus International Group, LLC and its respective subsidiaries.

Provisions in our secondthird amended and restated certificate of incorporation, our bylaws, and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Our secondthird amended and restated certificate of incorporation and bylaws contain provisions to limit the ability of others to acquire control of us or cause us to engage in change-of-control transactions, including, among other things:

• provisions that authorize the board of directors of the Company (the “Board”), without action by our stockholders, to authorize by resolution the issuance of shares of preferred stock and to establish the number of shares to be included in such series, along with the preferential rights determined by the Board; provided that, the Board may also, subject to the rights of the holders of preferred stock, authorize shares of preferred stock to be increased or decreased by the approval of the Board and the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the corporation;

• provisions that impose advance notice requirements and other requirements and limitations on the ability of stockholders to propose matters for consideration at stockholder meetings; and

WithAt the 2025 annual meeting of stockholders, stockholders approved our third amended and restated certificate of incorporation which, among other things, phases out our staggered Board,Board by the 2028 annual meeting of stockholders. At the 2028 annual meeting of stockholders and all annual meetings of stockholders thereafter, all directors will stand for election for a one-year term and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, or removal from office. Until then, with our current staggered Board structure, at least two annual meetings of stockholders will generally be required in order to effect a change in a majority of our directors. Our staggered Board can discourage proxy contests for the election of directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to gain control of the Board in a relatively short period of time.

Our secondthird amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.

Our secondthird amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any current or former of our directors, officers, stockholders, agents or other employees to us or our shareholders, or any claim for aiding and abetting such alleged breach, (3) any action asserting a claim against us or any director, officer, stockholder, agent, or other employee of ours arising pursuant to any provision of the Delaware General Corporation Law (“DGCL”), our certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery, or (4) any other action asserting a claim against us or any director, officer, stockholder, agent or other employee of ours that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to any claim (a) as to which the Delaware Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Delaware Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery, or (c) arising under federal securities laws, including the Securities Act as to which the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum. Notwithstanding the foregoing, the provisions of Article XI of our secondthird amended and restated certificate of incorporation will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our secondthird amended and restated certificate of incorporation. If any action the subject matter of which is within the scope of the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”); and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our secondthird amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

• our existing stockholders’ proportionate ownership interest will decrease;

• the amount of cash available per share, including for payment of dividends in the future, may decrease;

• the relative voting strength of each previously outstanding share of common stock may be diminished; and

• the market price of our common stock may decline.

• actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to us;

• changes in the market’s expectations about our operating results;

• our operating results failing to meet market expectations in a particular period;

• operating and stock price performance of other companies that investors deem comparable to us;

• our ability to market new and enhanced products on a timely basis;

• changes in laws and regulations affecting our business;

• commencement of, or involvement in, litigation involving us;

• changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

• the volume of shares of our common stock available for public sale;

• any significant change in the Board or management;

• sales of substantial amounts of common stock by our directors, executive officers, or significant stockholders or the perception that such sales could occur; and

• general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism.

The following discussion and analysis provides information which Janus’sour management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition. You should read the following discussion and analysis of Janus’sour financial condition and results of operations in conjunction with the consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K (this “Annual Report”).

Certain information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to plans and strategy for Janus’sour business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” Janus’sour actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this Annual Report. We assume no obligation to update any of these forward-looking statements.

Unless otherwise indicated or the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Janus,” “we,” “us,” “our,” and other similar terms refer to Janus International Group Inc. and its consolidated subsidiaries.

Dollar amounts are shown in millions of dollars, unless otherwise noted, and rounded to the nearest tenth of a million except for share and per share amounts.

•Business Overview: This section provides a general description of our business, and a discussion of management’s general outlook regarding market demand, our competitive position and product innovation, as well as recent developments that we believe are important to understanding our results of operations and financial condition or in understanding anticipated future trends.

•Results of Operations: This section provides an analysis of our results of operations for the years ended DecemberJanuary 28,3, 20242026 and December 30,28, 2023.2024.

•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our cash flows for the years ended DecemberJanuary 28,3, 20242026 and December 30,28, 2023.2024. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at DecemberJanuary 28,3, 2024,2026, as well as a discussion of our ability to fund our future commitments and ongoing operating activities through internal and external sources of capital.

JanusWe isare a leading global manufacturer and supplier of turn-key self-storage, commercialcommercial, and industrial building solutions including: roll-uproll up and swing doors, hallway systems, relocatable storage units, and facility and door automation technologies with manufacturing operations in Georgia, Texas, Arizona, Indiana, North Carolina, Poland, United Kingdom (“U.K.”), and Australia. The Company focuses on providing building solutions to two primary markets, providing building solutions to the self-storage industry and the broader commercial industrial market. The self-storage industry is comprised of institutional and non-institutional facilities. Institutional facilities typically include multi-story, climate-controlledclimate controlled facilities located in prime locations owned and/or managed by large real estate investment trusts (“REITs”) or returns-driven operators of scale and are primarily located in the top 50 MSAs,U.S. metropolitan statistical areas (“MSAs”), whereas the vast majority of non-institutional facilities are single-story, non-climate controlled facilities located outside of city centers owned and/or managed by smaller private operators that are mostly located outside of the top 50 U.S. MSAs. JanusWe isare highly integrated with customers at every phase of a project, including facility planning/design, construction, access controlcontrol, and restore,the rebuild,restoration, replacerebuilding, and replacement (“R3”) of self-storage facilities and damaged or end-of-life products.

Our business is operated through two geographic regions that comprise our two reportable segments: Janus North America and Janus International. TheOur Janus International segment is comprised of Janus International Europe Holdings Ltd. (UK),JIEH, whose production and sales are largely in Europe, the U.K.,Europe and Australia. TheOur Janus North America segment is comprised of all the other entities including Janus International Group, Inc., Janus International Group, LLC (“Janus Core”), together with each of its operating subsidiaries, Betco, Inc. (“BETCO”), Nokē,Noke, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), Access Control Technologies, LLC (“ACT”), U.S. Door & Building Components, LLC (“U.S. Door”), Janus Door, LLC (“Janus Door”), Steel Door Depot.com, LLC (“Steel Door Depot”), Janus International Canada, Ltd. (“Janus Canada”), and Terminal Door, LLC (“Terminal Door”). Furthermore, our business is comprised of three primary sales channels: self-storage - new construction, self-storage - R3 (R3), and commercial and other. The commercial and other category is primarily comprised of roll-up sheet and rolling steel door sales into the commercial marketplace.

New construction consists of engineering and project management work pertaining to the design, building, and logistics of a greenfield new self-storage facility tailored to customer specifications while being compliant with ADA regulations.specifications. Any Nokē Smart Entry System revenue associated with a new construction project also rolls up into this sales channel.

The concept of Janus R3 is to remodel self-storage facilities,facilities including storage unit doors, hallways, ceilings, and offices, optimizing unit mix,mix and utilizing vacant land for movable storage units (JBI “MASS” relocatable storage units), and adding a more robust security solutionssolution to enable customers to: (1) charge higher rental rates and (2) compete with modern self-storage facilities and large operators. In addition, the R3 sales channel also includes new self-storage capacity being brought online through conversions and expansions. R3 transforms self-storage and other facilities through door replacement, facility upgrades, Nokē Smart Entry Systems, and relocatable storage MASS.MASS units.

Commercial light duty steel roll-up doors are designed for applications that require less frequent and less demanding operations. JanusWe offersoffer heavy duty commercial grade steel doors (minimized dead-load, or constant weight of the curtain itself) perfect for warehouses, commercial buildings, and freight terminals, designed with a higher gauge and deeper guides, which combat the heavy scale of use with superior strength and durability. JanusWe also offersoffer rolling steel doors known for minimal maintenance and easy installation with, but not limited to, the following options for;: commercial slat doors, heavy duty service doors, fire doors, fire rated counter shutters, insulated service doors, counter shutters and grilles. Following the T.M.C. Acquisition (hereinafter defined), our business expanded to provide trucking terminal renovation, construction, remodeling, and maintenance services to trucking customers in the Southeast United States.

Janus’s financials reflect the result of the execution of ourOur operational and corporate strategy is to penetrate the self-storage, commercial and industrial storage markets, as well as capitalizing on the aging self-storage facilities, while continuing to diversify our products and solutions. JanusWe isare a bespoke provider of notproducts only products, butand solutions that generate a favorable financial outcome for our clients.

•Total revenues of $884.2 for the year ended January 3, 2026 compared to $963.8 for the year ended December 28, 2024 compared to $1,066.4 for the year ended December 30, 2023.2024.

•Net income was $53.8 for the year ended January 3, 2026 compared to $70.4 for the year ended December 28, 2024 compared to $135.7 for the year ended December 30, 2023.2024.

•Adjusted EBITDA was $168.2 for the year ended January 3, 2026 compared to $208.5 for the year ended December 28, 2024 compared to $285.6 for the year ended December 30, 2023.2024.

•Adjusted EBITDA as a percentage of revenue was 19.0% for the year ended January 3, 2026 compared to 21.6% for the year ended December 28, 2024 compared to 26.8% for the year ended December 30, 2023.2024.

Information regarding use of Adjusted EBITDA and— Free Cash Flowa non-GAAP measures,measure, and a reconciliation to the most comparable GAAP measure, isare included in “Non-GAAP Financial Measures.”

Janus North America is comprised of nine entities including Corporate, Janus Core, Janus Door, Steel Door Depot, ASTA, NOKE, BETCO, ACT and T.M.C. Janus North America produces and provides various fabricated components such as commercial and self-storage doors, walls, hallway systems and building components used primarily by owners or builders of self-storage facilities and also offers installation services along with the products. Janus North America representedrepresents 92.4%approximately and85% 92.3%to 95% of Janus’s revenue for the yearsCompany’s ended December 28, 2024 and December 30, 2023.revenue.

Janus International is comprised of Janus International Europe Holdings LtdLtd. (“Janus Europe Holdings”) and its subsidiaries, Janus International Australia Pty Ltd (“Janus Australia”), Janus International Europe Ltd (“Janus Europe”), Janus International France SARL (“Janus France”), and Janus International Poland sp. z.o.o (“Janus Poland”). The Janus International segment produces and provides similar products and services as Janus North America but largely in Europe, the U.K., and Australia. Janus International representedrepresents 7.6%approximately and5% 7.7%to 15% of Janus’s revenue for the yearsCompany’s endedconsolidated December 28, 2024 and December 30, 2023.revenue.

The consolidatedConsolidated financialFinancial statementsStatements have been derived from the accounts of Janus and its wholly owned subsidiaries. Janus’sOur fiscal year follows a 4-4-5 calendar which generally divides a year into four quarters of 13 weeks, grouped into two 4-week “months” and one 5-week “month.” As a result, some period comparisons are not comparable as one period is longer than the other two. The major advantage of a 4-4-5 calendar is that the end date of the period is always the same day of the week, making manufacturing planning easier as every period is the same length. Our fiscal year is composed of the 52 or 53 weeks ending on the Saturday closest to the last day of December. Fiscal year 2025, ending on January 3, 2026, and fiscal year 2024, ending on December 28, 2024, and fiscal year 2023, ending on December 30, 2023, were both comprised of 53 weeks and 52 weeks.weeks, respectively. All references to years, quarters, and months relate to fiscal periods rather than calendar periods, unless otherwise noted.

We have presented results of operations, including the related discussion and analysis for the year ended DecemberJanuary 28,3, 20242026 compared to the year ended December 30,28, 2023.2024.

Product revenues.Revenues. Product revenues represent the revenue from the sale of products, including steel roll-up and swing doors, rolling steel doors, steel structures, as well as hallway systems and facility and door automation technologies for commercial and self-storage customers. Product revenuesrevenue areis recognized upon transfer of control to the customer, which generally takes place at the point of destination. In certain instances, productProduct revenues also include all revenues affiliated with erecting ana entireself-storage structurefacility for our customers, which is recognized over time.time, over the life of the contract, which is generally less than a year. We expect our product revenue may vary from period to period based on, among other things, the timing and size of orders and delivery of products and the impact of significant transactions. Revenues are monitored and analyzed as a function of sales reporting within the following sales channels: Self-Storagenew New Construction, Self-Storageconstruction, R3, and Commercialcommercial and Other.other.

Service revenues.Revenues. Service revenuerevenues primarily reflectsreflect installation services provided to customers for steelfacilities, structures,including steel roll-up and swing doors, hallway systems, and relocatable storage units.units, Additionally,which service revenue includes trucking terminal construction and remodeling, as well as repair and maintenance services tailored to trucking customers. Service revenue isare recognized over time asbased on the satisfaction of our performance obligationsobligation. We are satisfied.highly Janus maintains close integrationintegrated with customers throughoutat allevery phasesphase of a project, including facility planning and /design, construction, access control, and the R3 servicesof for damageddamaged, or end-of-life products,products asor wellrebranding asof facilityfacilities updatesdue driven byto market consolidation. Service revenues also include software license revenue generated through our Nokē Smart Entry platform and trucking terminal renovation, construction, remodeling, and maintenance services to provided to certain trucking customers. Revenues are monitored and analyzed as a function of sales reporting within the following sales channels: new construction, R3, and commercial and other.

Product costCost of revenues.Revenues. Product costcosts of revenues includes the manufacturing cost of our steel roll-up and swing doors, rolling steel doors, steel structures, and hallway systems which primarily consists of amounts paid to our third-party contract suppliers, outbound freight,suppliers and personnel-related costs directly associated with manufacturing operations, depreciation on certain assets, as well as other as overhead and indirect costs. Our product cost of revenues includes warranty costs, excess and obsolete inventory charges, shipping costs, cost of spare or replacement parts, and an allocated portion of overhead costs, including depreciation. Product costs of revenues also include all costs affiliated with erecting a self storageself-storage facility for our customers. We expect our product cost of revenues to substantially correlate towith our product revenues.

Service costCost of revenues.Revenues. Cost of services includes third-party installationinstallation-based subcontractor costs directly associated with the installation of our products. Our cost of revenues include purchase price variance, cost of spare or replacement parts, warranty costs, excess and obsolete inventory charges, shipping costs, and an allocated portion of overhead costs, including depreciation. We expect our service cost of revenues to substantially correlate towith our service revenues.

Selling and marketingMarketing expense.Expense. Selling expenses consist primarily of compensation and benefits of employees engaged in selling activities as well as related travel, advertising, and trade shows/conventions, meals and entertainment expenses.conventions. We expect selling expenses to substantially correlate towith overall revenues, with some deviations for strategic investments.

General and administrativeAdministrative expense.Expense. General and administrative (“G&A”) expenses are comprised primarily of expenses relating to back office employee compensation and benefits, provision for expected credit losses, travel, mealsmeals, and entertainment expenses as well as depreciation,depreciation amortization,on professionalcertain servicesassets, and public company costs.amortization. We expect general and administrative expenses to substantially correlate towith overall revenues, with some deviations for strategic investments.

Interest expense.Expense, net. Consists of interest expense on short-term and long-term debt and amortization ofon deferred financing fees,fees (see Note 10 to our Consolidated Financial Statements in this Annual Report for additional information), partially offset by interest income earned on cash equivalents. (see “Long Term Debt” section).

ManagementWe evaluatesevaluate the performance of itsour reportable segments based on the revenue of productsservices and services,products, gross profit, operating margins, and cash from business operations. We use Adjusted EBITDA, which is a non-GAAP financial metric, as a supplemental measure of our performance in order to provide investors with an improved understanding of underlying performance trends. Please see the section titled “Non-GAAP Financial Measures” below for further discussion of this financial measure, including the reasons why we use such financial measures and reconciliations of such financial measures to the nearest GAAP financial measures.

Human capital is also one of the main cost drivers of the manufacturing, selling, and administrative processes of Janus. As a result, headcount generally reflects Janus’sour operational status, indicating whether the business is expanding or contracting. While we expect changes in our workforce to generally correlate to our operational performance, certain non-recurring events such as corporate restructuring, could impact general trends related to our headcount as the Company continues to develop an appropriate workforce composition to meet operational demand. As of DecemberJanuary 28,3, 20242026 and December 30,28, 2023,2024, the Company’s headcount was 2,243 (including 426 temporary employees) and 2,271 (including 388 temporary employees) and 2,305 (including 441 temporary employees), respectively.

The following tabletables setsset forth key performance measures for the years ended January 3, 2026 and December 28, 2024 and December 30, 2023:

Total revenues decreased by $102.6$79.6 or 9.6%8.3% for the year ended DecemberJanuary 28,3, 20242026 compared to the year ended December 30,28, 2023, primarily due to the negative impacts of volume declines due to project deferrals2024, as a result of the highercontinuation of the volume decline associated with uncertainty in the macroeconomic environment, sustained elevated interest raterates, environment.along with lower housing churn.

Adjusted EBITDA decreased by $77.1$40.3 or 27.0%19.3% from the year ended DecemberJanuary 28,3, 20242026 compared to the year ended December 30,28, 2023,2024, and Adjusted EBITDA as a percentage of revenue decreased 5.2%260bps for the year ended DecemberJanuary 28,3, 20242026 primarily dueattributable to thea negativedecline impactsin sales price in conjunction with loss of volumeleverage declineson dueour tofixed project deferrals and increases in operating expenses.costs. (See “Non-GAAP Financial Measures” section).

ManagementWe understandsbelieve Janus’sour performance and future growth depends on a number of factors that present significant opportunities but also pose risks and challenges.

Janus’sOur revenues from products sold are driven by economic conditions, which impacts new construction of self-storage facilities, R3 of self-storage facilities, and commercial revenue.

JanusWe periodically modifiesmodify sales prices of theirour products due to changes in costs for raw materials,materials and energy, market conditions, labor and logistics costscosts, and the competitive environment. In certain cases, realized price increases are less than the announced price increases becausedue ofto project pricing, competitive reactionsreactions, and changing market conditions. Janus also offers a wide assortment of products that are differentiated by style, design and performance attributes. Pricing and margins for products within the assortment vary. In addition, changes in the relative quantity of products purchased at different price points can impact year-to-year comparisons of net sales and operating income.

Service revenue is driven by the product revenue and the increase in value-added services, suchwhich asconsists pre-workprimarily planning, site drawings,of installation and general contracting, project management, and third-party security. We believe Janus differentiates itself through on-time delivery, efficient installation, bestcustomer in-classservice service,satisfaction, and a reputation for high quality products.

Janus’sOur business strategy involvesincludes growth through, among other things,through the acquisition of other companies.companies Janusthat evaluatesyield our acceptable internal rate of return. We evaluate companies that itwe believesbelieve will strategically fit into itsour business and growth objectives, including those that will support itsour overall strategy of portfolio diversification, geographic expansion, and technological innovation, among other areas of focus. While Januswe seeksseek acquisition opportunities that itwe believesbelieve will augment itsour business and growth objectives, certain factors could prevent acquisition opportunities from materializing, including target-company availability, relative valuation expectations, and certain due diligence considerations, among other factors.

Janus’sOur operating expenses are comprised of direct production costs (principally raw materials, laborlabor, and energy), manufacturing overhead costs, freight, costs to purchase sourced products andproducts, selling and marketing, and general and administrative expenses.

Janus’sOur largest individual raw material expenditure is steel coils. Fluctuations in the prices of steel coil are generally beyond Janus’sour control and have a direct impact on the financial results. FromWe time to time, Janus entersenter into agreements with large suppliers in order to fixlock in steel coil prices for part of Janus’sour production needsneeds. These agreements are renewed annually and partially mitigate the potential impacts of short-term steel coil price fluctuations. These arrangements allow Janusus to purchase steelquantities coilsof forproduct fixedwithin pricesspecified ranges as outlined in the contracts. Outbound freight costs are driven by Janus’s volume of product revenues and are subject to the freight market pricing environment.

Consolidated Results of Operations

For the year ended DecemberJanuary 28,3, 20242026 compared to the year ended December 30,28, 20232024

*JanusWe usesuse measures of performance that are not required by or presented in accordance with GAAP in the United States. Non-GAAP financial performance measures are used to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis.

•Results of Operations: This section provides an analysis of our results of operations for the three and six month periods ended AprilJuly 4, 2026 and MarchJune 29,28, 2025.

•Liquidity and Capital Resources: This section provides a discussion of our financial condition and an analysis of our cash flows for the threesix month periods ended AprilJuly 4, 2026 and MarchJune 29,28, 2025. This section also provides a discussion of our contractual obligations, other purchase commitments and customer credit risk that existed at AprilJuly 4, 2026, as well as a discussion of our ability to fund our future commitments and ongoing operating activities through internal and external sources of capital.

Our business is operated through two geographic regions that comprise our two reportable segments: Janus North America and Janus International. Our Janus International segment is comprised of JIEH, whose production and sales are largely in Europe and Australia. Our Janus North America segment is comprised of all the other entities including Janus International Group, LLC (“Janus Core”), together with each of its operating subsidiaries, Betco, Inc. (“BETCO”), Noke, Inc. (“NOKE”), Asta Industries, Inc. (“ASTA”), Access Control Technologies, LLC (“ACT”), Janus Door, LLC (“Janus Door”), Steel Door Depot.com, LLC (“Steel Door Depot”), Janus International Canada, Ltd. (“Janus Canada”), and Terminal Door, LLC (“Terminal Door”). Janus Core includes our Kiwi II ConstructionConstruction, BETCO, and DBCI branded offerings. Furthermore, our business is comprised of three primary sales channels: self-storage - new construction, self-storage - R3 (R3), and commercial and other. The commercial and other category is primarily comprised of roll-up sheet and rolling steel door sales into the commercial marketplace.

•AdjustedTotal EBITDArevenues of $33.0$233.5 for the three month period ended AprilJuly 4, 2026 compared to $38.4$228.1 for the three month period ended MarchJune 29,28, 2025.

•AdjustedNet EBITDA as a percentageincome of revenues was 14.8%$10.7 for the three month period ended AprilJuly 4, 2026 compared to 18.2%$20.7 for the three month period ended MarchJune 29,28, 2025.

•CashAdjusted flows provided by operationsEBITDA of $36.2 were generated$40.2 for the three month period ended AprilJuly 4, 2026 compared to $48.3 cash flows provided by operations$49.0 for the three month period ended MarchJune 29,28, 2025.

•Common stock worth $15.5$1.9 was repurchased in the three months ended AprilJuly 4, 2026, which consisted of 2,862,680367,096 shares, as part of our share repurchase program. We have $65.0$63.1 in remaining capacity under our share repurchase program.

Janus North America is comprised of nine entities including Corporate, Janus Core,Core (inclusive of our BETCO, Kiwi, and DBCI branded offerings), Janus Door, Janus Canada, Steel Door Depot, ASTA, NOKE, BETCO, ACTACT, and T.M.C. Janus North America produces and provides various fabricated components such as commercial and self-storage doors, walls, hallway systems and building components used primarily by owners or builders of self-storage facilities and also offers installation services along with the products. Janus North America represents approximately 85% to 95% of the Company’s revenue.

Human capital is one of the main cost drivers of our manufacturing, selling, and administrative processes. As a result, we believe that headcount generally provides a reflection of our operational status, indicating whether the business is expanding or contracting. As of AprilJuly 4, 2026,2026 and MarchJune 29,28, 2025, our headcount was 2,0871,950 employees (including 354367 temporary employees) and 2,2672,257 employees (including 422410 temporary employees), respectively.

•The thirteen week period ended AprilJuly 4, 2026 compared to the thirteen week period ended MarchJune 29,28, 2025.

The following tables set forth key performance measures for the three and six month periods ended AprilJuly 4, 2026 and MarchJune 29,28, 2025:

AdjustedTotal EBITDArevenue decreasedincreased by $5.4 or 14.1%2.4% fromand by $17.6 or 4.0% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025,2025. These increases are primarily attributable to inorganic revenues of $19.2 and $37.3 for the three and six month periods from the Kiwi II Acquisition, which more than offset the continuation of organic volume declines associated with uncertainty in the macroeconomic environment, sustained elevated interest rates, along with lower housing churn Adjusted EBITDA decreased by $8.8 or 18.0% and by $14.2 or 16.2% for the three and six month periods ended July 4, 2026 compared to the three and six month periods ended June 28, 2025. Adjusted EBITDA as a percentage of revenue decreased 340bpsby 4.3% and 3.9% for the three and six month periodperiods ended AprilJuly 4, 20262026, respectively. These decreases were primarily attributable to a decline in organic revenues from pricing pressures in conjunction with loss of leverage on our fixed costs as well as higher steel prices. (See “Non-GAAP Financial Measures” section).

Outbound and inbound freight costs are driven by our volume of product revenues and are subject to the freight market pricing environment.

For the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025

Total revenue increased $12.2by $5.4 or 2.4% and by $17.6 or 4.0% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025. TheThese increaseincreases waswere primarily dueattributed to $18.1$19.2 and $37.3 for the three and six month periods ended July 4, 2026, respectively, in inorganic revenue from the Kiwi II Acquisitionacquisition. These increases more than offset organic revenue volume declines of $13.8 and $19.7 for the three and six month periodperiods endedassociated Aprilwith 4,uncertainty 2026, which is partially offset an organic revenue decline of $5.9 which was attributed toin the unfavorablemacroeconomic impactsenvironment, fromsustained pricingelevated duringinterest therates, period.along with lower housing churn.

New construction revenues increased by $9.5$19.1 or 10.9%20.3% and by $31.8 or 17.9% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025. The increaseincreases in the three and six month periodperiods ended AprilJuly 4, 2026 isare primarily dueattributable to the$19.2 $18.1and $37.3 related to inorganic revenue from the Kiwi II Acquisition, partially offset by a decline in volume in the organic business associated with continued macroeconomic uncertainty.Acquisition.

R3 revenues increased by $3.0$3.5 or 5.3%6.6% and by $3.7 or 3.3% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025 driven by redevelopmentincreases in door replacements and renovationredevelopment activityactivity, as well as a normalizationincreases in conversion and expansion activity.

Commercial and other revenues decreased by $0.3$17.2 or 0.5%21.2% and by $17.9 or 12.1% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025, driven by continued softness in demand for commercial sheet doors,doors and project delays, partially offset by increasesstrength in rolling steel and increased projects at freight terminals.steel.

Total cost of revenues increased $18.9by $18.3 or 14.7%13.6% and by $37.2 or 14.1% for the three and six month periodperiods ended AprilJuly 4, 20262026, respectively, compared to the three and six month periodperiods ended MarchJune 29,28, 2025. The increaseincreases in product cost of revenues of $20.5 and $41.0 for the three and six month periodperiods ended AprilJuly 4, 20262026, isrespectively, were primarily attributable to $14.0 due to the Kiwi II Acquisitionacquisition as well as higher steel prices,prices and freight cost, and tariff impactcosts on the organic business. The $1.6$2.2 decreaseand $3.8 decreases in service cost of revenues isfor the three and six month periods ended July 4, 2026 were primarily dueattributable to projectthe mixdecline relatedin toservice our terminal maintenance business.revenues.

Selling and marketing expense increased $1.0$0.8 or 5.9%4.8% and $1.8 or 5.4% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025.2025, respectively. The increase for the three and six month periods was primarily attributable to increases in revenue for these periods.

General and administrative expenses increased by $4.5$1.7 or 11.3%4.2% and $6.2 or 7.7% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to Marchthe 29,three 2025.and Thissix wasmonth periods ended June 28, 2025, respectively. The increase for the three and six month periods is primarily dueattributable to annon-cash increaseamortization inexpense variousrelated one-timeto chargesthe aroundKiwi acquisition,II restructuring,Acquisition, and debt repricing. These increaseswhich were offset by thedecreases receiptin ofemployee certainrelated payrollcosts tax credits duringfrom the period.organic business from our ongoing restructuring initiatives.

Interest expense, net decreased $2.1 to $8.1$1.7 or 20.6%18.7% and $3.8 or 19.7% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025, respectively, primarily due to a lower overall interest rate from the February 2026 Repricing Amendment. Additionally, due to our lower balance of cash and cash equivalents, we earned interest income of $0.7$0.9 and $1.6 for the three and six month periodperiods ended AprilJuly 4, 20262026, respectively compared to $1.1$1.2 and $2.3 for the three and six month periodperiods ended MarchJune 29,28, 2025.2025, respectively. (See “Liquidity and Capital Resources” section).

Income tax expense decreased toby $2.3$4.0 or 62.5% and by $6.3 or 57.3% for the three and six month periodperiods ended AprilJuly 4, 20262026. fromThe $4.6changes for theboth threeperiods monthare periodprimarily ended March 29, 2025, dueattributable to the year over year decrease ofin income before taxes.

The $10.6$10.0 or 98.1%48.3% and $20.6 or 65.4% decrease in net income for thethree threeand six month periodperiods ended AprilJuly 4, 2026 as compared to the three and six month periodperiods ended MarchJune 29,28, 20252025, respectively, is primarily dueattributable to declines in organic revenues along with increases in cost of revenues and operating expenses.expenses for the three and six month periods ended July 4, 2026.

Adjusted EBITDA decreased by $5.4$8.8 or 14.1%18.0% and by $14.2 or 16.2% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025, primarily attributable to a decline in organic revenues from pricing pressures in conjunction with loss of leverage on our fixed costscosts.

For the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025

Total revenue increased $5.2by $2.6 or 1.3% and $7.8 or 2.0% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025.2025, Therespectively. increaseThese inincreases product revenues waswere primarily dueattributed to $18.1$19.2 and $37.3 for the three and six month periods ended July 4, 2026, respectively, in inorganic revenue from the Kiwi II Acquisitionacquisition. These increases more than offset organic revenue volume declines of $16.6 and $29.5 for the three and six month periodperiods endedassociated Aprilwith 4,uncertainty 2026, which more than offset an organic revenue decline of $11.9, which was attributed toin the unfavorablemacroeconomic impactsenvironment, fromsustained pricingelevated duringinterest therates, period.along with lower housing churn.

New Constructionconstruction revenuessales increased by $4.3$15.4 or 6.4%22.4% and $22.9 or 17.3% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025, respectively. The increases in the three and six month periods ended July 4, 2026 are primarily dueattributable to $19.2 and $37.3 related to the Kiwi II Acquisition, partiallywhich more than offset by a decline in volume in the organic business associated with continued macroeconomic uncertainty.

R3 revenuessales increased by $2.1$4.5 or 3.8%9.1% and by $3.9 or 3.6% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025. The R3 sales increase was driven by redevelopmentincreases in door replacements and renovationredevelopment activityactivity, as well as a normalizationincreases in conversion and expansion activity.

Commercial and Otherother revenuessales decreased by $1.2$17.3 or 1.8%21.1% and $19.0 or 12.6% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025, respectively. These decreases were driven by continued softness in demand for commercial sheet doors,doors and project delays, partially offset by increasesstrength in rolling steel and increased projects at freight terminals.steel.

The $15.6 or 13.6% and $28.5 or 12.5% increase in cost of revenues increased $12.9 or 11.4% for the three and six month periodperiods periods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025.2025, Therespectively, increase in product cost of revenues of $14.6 for the three month period ended April 4, 2026 iswere primarily attributable to $14.0 due to the Kiwi II Acquisition.acquisition as well as higher steel prices and freight costs on the organic business. The $1.7$2.1 decreaseand $3.8 decreases in service cost of revenuerevenues isfor the three and six month periods ended July 4, 2026 was primarily dueattributable to projectthe mix.decline in service revenue.

Selling and marketing expenses increased $0.9$0.7 or 5.7%4.5% and $1.6 or 5.1% from for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025.2025, respectively. The increases for the three and six month periods are primarily due to increases in revenue for these periods.

General and administrative expenses increased $4.3$2.2 or 11.8%6.0% and $6.5 or 8.9% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025.2025, Thisrespectively. wasThe increase for the three and six month periods is primarily dueattributable anto increasenon-cash inamortization variousexpense one-timerelated chargesto aroundthe acquisition,Kiwi restructuring,II andAcquisition, debt repricing. These increaseswhich were offset by thedecreases receiptin ofemployee certainrelated payrollcosts tax credits duringfrom the period.organic business from our ongoing restructuring initiatives.

Income from operations decreased by $12.9$15.9 or 51.4%47.9% and by $28.8 or 49.4% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025.2025, Therespectively. decreaseThese isdecreases were primarily dueattributable to increasesdeclines in costgross of revenuesmargins and operating expenses.expenses for the three and six month periods ended July 4, 2026.

Adjusted EBITDA decreased by $5.4$8.4 or 14.6%18.8% and by $13.8 or 16.9% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025, primarily attributable to a declinedeclines in organic revenuesrevenue from pricing pressures in conjunction with loss of leverage on our fixed costscosts.

Results of Operations - Janus International - For the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025:

The following table illustrates the revenues by sales channel for the three and six month periods ended AprilJuly 4, 2026 and MarchJune 29,28, 2025.

New Constructionconstruction revenuessales increased by $5.2$3.7 or 26.1%14.7% and $8.9 or 19.8% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025.2025, Therespectively. increaseThese inincreases New Construction revenues is primarilyare due to an increase inincreased volume as compared to the prior year due to gains in overall market share.year.

R3 revenuessales increaseddecreased by $0.9$1.0 or 69.2%30.3% and by $0.1 or 2.2% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025.2025, respectively.

Cost of revenues increased by $5.1$2.6 or 30.5%12.7% and $7.7 or 20.7% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025.2025, respectively. The change in cost of revenues is generallydriven aligned withby the aforementioned changes in revenues following volume activity.revenue.

General and administrative expenses increaseddecreased $0.2$0.5 or 6.3%13.2% and $0.3 or 4.3% for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025. This is primarily attributable to decreases in employee related costs from our previous restructuring initiatives.

Income from operations increased byfrom $0.6$2.8 to $3.3 and from $3.1 to $4.2 for the three and six month periodperiods ended AprilJuly 4, 2026 compared to the three and six month periodperiods ended MarchJune 29,28, 2025. The increase for the periods is primarily due to an increase in sales volume.

Eliminations include transactions to account for intercompany activity. The eliminations necessary to arrive at consolidated financial information activity for the three and six month periods ended AprilJuly 4, 2026 and MarchJune 29,28, 2025 are as follows:

(2)The interest rate on the 2026 Repricing Amendment as of AprilJuly 4, 2026, was 5.66%,5.62%, which is a variable rate based on Adjusted Term SOFR plus an applicable margin percent of 2.00%.

Line of Credit - We maintain a $125.0 revolving credit facility, pursuant to an ABL Credit and Guarantee Agreement (the “2023 LOC Agreement”). Interest payments with respect to the 2023 LOC Agreement are due in arrears. The maturity date is August 3, 2028. The revolving credit facility bears interest at a floating rate per annum consisting of the SOFR rate plus an applicable margin percent based on excess availability and a 10 basis points flat CSA. There was no outstanding balance on the line of credit as of AprilJuly 4, 2026. As of AprilJuly 4, 2026, the interest rate in effect for the facility was 5.26%.5.22%. The line of credit is secured by accounts receivable and inventories. See Note 9 to our Unaudited Condensed Consolidated Financial Statements in this Form 10-Q for a further discussion.

As of AprilJuly 4, 2026, we were compliant with our covenants under the agreements governing our outstanding indebtedness.

As of AprilJuly 4, 2026 and January 3, 2026, we maintained one letter of credit totaling approximately $0.4 on which there were no balances due. The amount available on the line of credit as of AprilJuly 4, 2026 and January 3, 2026 was approximately $71.8$78.3 and $66.1, respectively.