{"filings":[{"id":101597,"accession_number":"0001140361-26-004159","cik":1133062,"company_name":"JANEL CORP","ticker":"JANL","form_type":"8-K","filed_at":"2026-02-06T23:59:59+00:00","items":["5.07"],"status":"ready","headline":"Janel Corporation annual meeting: all directors elected, say-on-pay approved, 3-year frequency","summary_kind":"llm","event_type":"other","confidence":"high","bullets":["All 8 director nominees elected with >827,000 votes for; broker non-votes zero.","Executive compensation advisory vote approved: 888,726 for, 28 against, 2,262 abstain.","Advisory vote on frequency: three years selected with 797,170 votes; one year got 91,601.","Meeting held February 4, 2026; proxies dated December 18, 2025.","No other proposals or contested matters reported."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.1,"calibrated_materiality_score":0.1,"market_cap_usd":53385932.00000001,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":101596,"accession_number":"0001140361-26-000307","cik":1133062,"company_name":"JANEL CORP","ticker":"JANL","form_type":"8-K","filed_at":"2026-01-05T23:59:59+00:00","items":["4.01","9.01"],"status":"ready","headline":"Janel Corporation dismisses Prager Metis as auditor, engages Baker Tilly for FY2026","summary_kind":"llm","event_type":"other","confidence":"high","bullets":["Dismissed Prager Metis CPAs, LLC as independent auditor effective December 30, 2025.","Engaged Baker Tilly US, LLP as new independent registered public accounting firm for fiscal year 2026 audit.","Audit reports for FY2024 and FY2025 contained no adverse opinion, disagreement, or reportable events.","No disagreements or reportable events during subsequent period through December 30, 2025.","Company requested and received a letter from Prager to SEC, attached as Exhibit 16.1."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"market_cap_usd":53385932.00000001,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":101595,"accession_number":"0001140361-26-000211","cik":1133062,"company_name":"JANEL CORP","ticker":"JANL","form_type":"8-K","filed_at":"2026-01-02T23:59:59+00:00","items":["1.01","2.03"],"status":"ready","headline":"Janel Corp enters $59.1M senior credit facility, refinances existing debt","summary_kind":"llm","event_type":"debt","confidence":"high","bullets":["New facility includes $40M revolver, $6M term loan, $3.12M mortgage, up to $10M acquisition loans.","Proceeds used to repay prior Santander Bank revolving line and First Merchants Bank term/acquisition loans.","Interest rate at base rate or term SOFR plus 1.7%-3.0% margin based on leverage ratio.","Financial covenants: minimum fixed charge coverage 1.20x, max leverage 4.50x, max secured leverage 3.50x.","Facility matures December 29, 2030; secured by substantially all real and personal property of obligors."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"market_cap_usd":53385932.00000001,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":117942,"accession_number":"0001140361-25-038104","cik":1133062,"company_name":"JANEL CORP","ticker":"JANL","form_type":"8-K","filed_at":"2025-10-14T23:59:59+00:00","items":["2.01","7.01","8.01","9.01"],"status":"ready","headline":"Janel Corp contributes Janel Group to Rubicon for 86.5% stake; launches tender offer for 91% ownership","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["On Oct 14, 2025, Janel Corp closed the contribution of Janel Group LLC to Rubicon for 7M new shares, giving Janel Corp ~86.5% voting power.","Rubicon assumed ~$23M of Janel Group's debt; Janel Group had ~$181.3M revenue and ~$8.7M operating income (TTM ended June 30, 2025).","Janel Corp plans tender offer on/about Oct 16 to buy up to 426K Rubicon shares at $4.75/share cash, targeting ~91% ownership.","Prior to closing, Janel Corp owned ~46.6% of Rubicon; deal approved by Rubicon board and disinterested stockholders on Oct 10, 2025."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.8,"calibrated_materiality_score":0.8,"market_cap_usd":53385932.00000001,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":134403,"accession_number":"0001140361-25-032381","cik":1133062,"company_name":"JANEL CORP","ticker":"JANL","form_type":"8-K","filed_at":"2025-08-22T23:59:59+00:00","items":["1.01","5.07","9.01"],"status":"ready","headline":"Janel to transfer Janel Group LLC to Rubicon for 7M shares (86.5% stake) and $23M debt assumption","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["7,000,000 newly issued Rubicon shares transferred to Janel, giving Janel ~86.5% voting power.","Rubicon assumes ~$23M of Janel Group's indebtedness and net working capital liabilities.","Closing condition requires majority approval of disinterested Rubicon stockholders.","Termination fees: up to $3M payable by Rubicon to Janel, or $1.5M by Janel to Rubicon.","Shareholders approved charter amendment to restrict stock transfers to preserve tax benefits (74.27% shares voted in favor)."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"market_cap_usd":53385932.00000001,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":134402,"accession_number":"0001140361-25-032122","cik":1133062,"company_name":"JANEL CORP","ticker":"JANL","form_type":"8-K","filed_at":"2025-08-21T23:59:59+00:00","items":["7.01","9.01"],"status":"ready","headline":"Janel Corp sells logistics subsidiary to Rubicon for stock; to own 86.5% of Rubicon","summary_kind":"llm","event_type":"m_and_a","confidence":"high","bullets":["Rubicon acquires Janel Group for 7M shares at $4.75/share plus assumption of ~$23M debt and $35M credit facility access.","Janel Corp currently owns 46.6% of Rubicon; post-close will own ~86.5%.","Janel Group had revenues ~$181.3M and operating income ~$8.7M for 12 months ended June 30, 2025.","Contingent on vote, Janel Corp will tender offer for 400K more shares at $4.75 cash, targeting ~90.7% ownership.","Transaction approved by Rubicon board; subject to approval by disinterested Rubicon stockholders."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"market_cap_usd":53385932.00000001,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":134401,"accession_number":"0001140361-25-028424","cik":1133062,"company_name":"JANEL CORP","ticker":"JANL","form_type":"8-K","filed_at":"2025-08-01T23:59:59+00:00","items":["5.02"],"status":"ready","headline":"Janel Corp appoints Nathan Shandy as CFO, Treasurer and Secretary effective Aug 2, 2025","summary_kind":"llm","event_type":"leadership","confidence":"high","bullets":["Nathan Shandy, 37, appointed CFO, Treasurer and Secretary; prior CFO of Life Sciences segment and PwC assurance manager.","Annual salary set at $250,000; bonus terms to be agreed later; eligible for standard benefits and 401(k).","Joseph R. Ferrara resigns as principal financial officer effective Aug 2; will remain as advisor through at least Feb 16, 2026 at same salary.","No familial relationships or material interests with directors or executive officers disclosed."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"market_cap_usd":53385932.00000001,"market_cap_bucket":"microcap","market_cap_source":"finnhub_profile2","market_cap_as_of_date":"2026-05-28","daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null}],"next_cursor":null}