UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 7.01. Regulation FD Disclosure.
On May 15, 2025, Janus International Group, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors approved an additional $75 million to the Company’s previously approved share repurchase program, bringing the total amount authorized for future stock repurchases up to $91.3 million of its common stock (the “Press Release”). The full text of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is available on the investor relations section of the Company’s website at https://ir.janusintl.com.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of the general incorporation language contained in such filing. Without limiting the generality of the foregoing, the text of the press release set forth under the heading entitled “Forward-looking Statements” is incorporated by reference into this Item 7.01.
Item 8.01. Other Events.
On May 15, 2025, the Board of Directors of the Company approved an additional $75 million to the Company’s previously approved share repurchase program, bringing the total amount authorized for future stock repurchases up to $91.3 million of its common stock. As of March 29, 2025, the Company has repurchased approximately 7.8 million shares of common stock at a total cost of $83.7 million under the share repurchase program. The Company may repurchase shares from time to time through various methods, including in open market transactions, block trades, or otherwise, to be made pursuant to Rule 10b-18 under the Exchange Act and in compliance with applicable state and federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including our assessment of the intrinsic value of the Company's common stock, the market price of the Company's common stock, general market and economic conditions, available liquidity, compliance with the Company's debt and other agreements, applicable legal requirements, the nature of other investment opportunities available to the Company, and other considerations. The Company is not obligated to purchase any shares under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund the repurchases by using cash on hand and expected free cash flow to be generated in the future.
As of May 2, 2025, there were 139,961,636 shares of the Company’s common stock outstanding.
Item 9.01. Financial Statement and Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated May 15, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 15, 2025
| JANUS INTERNATIONAL GROUP, INC. | ||
| By: | /s/ Anselm Wong | |
| Name: | Anselm Wong | |
| Title: | Chief Financial Officer | |