Financial Analysis

2. ACQUISITIONS Fiscal 2025 Acquisitions Logistics On August 1, 2025, the Company acquired a customer list and other intangible assets and hired the employees of a customs broker and freight forwarder, which we include in our Logistics segment. On September 2, 2025, the Company completed a business combination whereby it acquired a majority ownership position in Interlog for an aggregate purchase price of $9,410 and recorded a liability of $1,580 relating to the non-controlling interest. At closing, the Company purchased 80% of the outstanding stock of Interlog for $6,825 in cash with an additional $1,005 to be paid within 90 days subject to the achievement of certain integration goals. The Company also agreed to purchase the remaining 20% of Interlog stock two years from the closing date for an amount equal to two times Interlogs average annual gross profit. The acquisition was funded through our existing asset-backed facility with Santander Bank, N.A (Santander). In connection with the combination, the Company recorded an aggregate of $4,264 in goodwill and $5,844 in other identifiable intangibles during the quarter ended September 30, 2025 . Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janels consolidated results of operations, individually or in aggregate. Interlog is a non-asset-based freight forwarder and domestic truck broker. The acquisition of Interlog was completed to expand our service offerings in …

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18. COMMITMENTS AND CONTINGENCIES Employment Agreements The Company has various employment agreements, including employment agreements with the previous owners of Airschott, Biosensis, and Interlog.

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13. PROFIT SHARING AND 401(K) PLANS The Company maintains a qualified retirement plan commonly referred to as a 401(k) Plan covering substantially all full-time employees under each segment. The Janel Corporation 401(k) plan allows for employee salary deferrals including Roth 401(k) deferrals, employer matching contributions, employer profit sharing contributions and employee rollovers. The Janel Corporation 401(k) plan provides for participant contributions of up to 50% of annual compensation (not to exceed the IRS limit), as defined by the plan. The Company contributes an amount equal to 50% of the participants first 6% of contributions. The combined expenses charged to operations for contributions made to the plans for the benefit of the employees for the years ended September 30, 2025 and 2024 were $621 and $549, respectively. The administrative expense charged to operations for the years ended September 30, 2025 and 2024 aggregated $60 and $76, respectively. …

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A summary of the Companys revenues disaggregated by major service lines for the fiscal year ended September 30, 2025 and 2024 is as follows (in thousands): Year Ended September 30, Service Type 2025 2024 Trucking $ 71,821 $ 73,193 Ocean 49,371 40,567 Customs Brokerage and Other 33,751 19,445 Air 28,880 26,753 Total $ 183,823 $ 159,958 …

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10. STOCK-BASED COMPENSATION (in thousands, except share per share data) On October 30, 2013, the Board of Directors of the Company adopted the Companys 2013 Non-Qualified Stock Option Plan (the 2013 Option Plan) providing for options to purchase up to 100,000 shares of Common Stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries. On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the Amended and Restated Plan), which amended and restated the prior 2017 plan, as previously amended, and pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights with respect to up to 200,000 shares of the Companys Common Stock may be granted to directors, officers, employees of and consultants to the Company and its subsidiaries. The Amended and Restated Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended and Restated Plan from 100,000 to 200,000 shares of Common Stock of the Company and adopts certain other non-substantive amendments. Participants and all terms of any grant under the Amended and Restated Plan are in the discretion of the Companys Compensation Committee. Total stock-based compensation for the fiscal year ended September 30, 2025 and 2024 amounted to $490 and $321, respectively, and was included in selling, general and administrative expense in the Compan …

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17. FAIR VALUE MEASUREMENTS ASC Topic 820 established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under ASC Topic 820 are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Recurring Fair Value Measurements The following table presents the Companys assets and liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands): Total fair value at September 30, 2025 Quoted p …

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12. INCOME TAXES The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from operations is as follows (in thousands): Year Ended September 30, 2025 2024 Federal taxes at statutory rates $ 1,444 $ 230 Permanent differences (560 ) 109 State and local taxes, net of Federal benefit 363 155 Other (25 ) 49 Total $ 1,222 $ 543 The provisions of income taxes are summarized as follows (in thousands): Year Ended September 30, 2025 2024 Current $ 1,479 $ 347 Deferred (257 ) 196 Total $ 1,222 $ 543 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands): 2025 2024 Deferred tax assets - net operating loss carryforwards $ 50 $ 48 Lease liability 1,971 2,115 Other 854 744 Stock based compensation 467 445 Total deferred tax assets 3,342 3,352 Valuation allowance Total deferred tax assets net of valuation allowance 3,342 3,352 Deferred tax liabilities - depreciation and amortization 5,808 3,604 Prepaid expenses 263 237 Right of use assets 1,818 2,025 Total deferred tax liabilities 7,889 5,866 Net deferred tax liability $ (4,547 ) $ (2,514 ) As of September 30, 2025, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Companys statement of operations. Income tax returns for tax years from 2020 through 2024 remain subject to examination by the taxing jurisdictions. …

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15. LEASES The Company has operating leases for office and warehouse space in all districts where it conducts business. As of September 30, 2025, the remaining terms of the Companys operating leases were between one month and 101 months and certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include the minimum lease payments that the Company is obligated to make under the non-cancelable initial terms of the leases as the renewal terms are at the Companys option and the Company is not reasonably certain to exercise those renewal options at lease commencement. The components of lease cost for the years ended September 30, 2025 and 2024 are as follows: 2025 2024 Operating lease cost $ 2,542 $ 2,522 Short-term lease cost 314 348 Total lease cost $ 2,856 $ 2,870 Rent expense for the year ended September 30, 2025 and 2024 was $2,856 and $2,870, respectively. Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the consolidated balance sheets for operating leases as of September 30, 2025 were $7,760, $2,114 and $6,310, respectively. Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the consolidated balance sheets for operating leases as of September 30, 2024 were $8,621, $2,419 and $6,585, respectively. During the twelve months ended September 30, 2025 an …

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"Recent accounting pronouncements Recently issued accounting pronouncements adopted In November 2023, the Financial Accounting Standards Board (""FASB"") issued Accounting Standards Update (""ASU"") No. 2023-07, ""Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures."" ASU No. 2023-07 is intended to provide financial statement users with more information about reportable segments, including more disaggregated expense information. We adopted ASU 2023-07 effective for our annual fiscal year 2025 reporting period, on a retrospective basis. The adoption of this guidance did not have a material impact on the Companys consolidated financial statements and disclosures. Recently issued accounting pronouncements not yet adopted In December 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-09, ""Income Taxes (Topic 740): Improvements to Income Tax Disclosures"", which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. The guidance is effective for public business entities for annual periods years beginning after December 15, 2024 with early adoption and prospective or retrospective application permitted. The Company will adopt the standard on the effective date in our annual reporting for the year ended September 30, 2026. In November 2024, t …

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"8. SUBORDINATED PROMISSORY NOTES RELATED PARTY (A) ICT Subordinated Promissory Note Aves Labs, Inc., a wholly-owned subsidiary of the Company, was the obligor on a fixed 0.5% subordinated promissory note in the amount of $1,850 (the ICT Subordinated Promissory Note) issued to the former owner of ImmunoChemistry Technologies, LLC (ICT), in connection with a business combination whereby the Company acquired all of the membership interests of ICT. The ICT Subordinated Promissory Note was payable in sixteen scheduled quarterly installments of principal and interest beginning March 4, 2021 and matured on December 4, 2024 when it was fully paid. As of September 30, 2024, the amount outstanding under the ICT Subordinated Promissory Note was $55, all of which was included in the current portion of subordinated promissory notes. (B) ELFS Subordinated Promissory Notes Janel Group is the obligor on four fixed 4% subordinated promissory notes totaling $6,000 in the aggregate (together, the ELFS Subordinated Promissory Notes), payable to certain former shareholders of Expedited Logistics and Freight Services, LLC (ELFS), in connection with the Companys business combination whereby it acquired all the membership interest of ELFS and its related subsidiaries. All of the ELFS Subordinated Promissory Notes are guaranteed by the Company and are subordinate to and junior in right of payment for principal, interest, premiums and other amounts payable to the Santander Facility and the First Merc …

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14. BUSINESS SEGMENT INFORMATION As discussed above in Note 1, the Company operates in three reportable segments: Logistics, Life Sciences and Manufacturing. The Companys Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. The following tables presents selected financial information about the Companys reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the fiscal years ended September 30, 2025 and 2024: For the year ended September 30, 2025 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenues $ 207,443 $ 183,823 $ 14,126 $ 9,494 $ Forwarding expenses and cost of revenues 142,450 134,760 3,261 4,429 Gross profit 64,993 49,063 10,865 5,065 Selling, general and administrative 55,871 38,680 8,402 3,253 5,536 Amortization of intangible assets 2,688 2,688 Income (loss) from operations 6,434 10,383 2,463 1,812 (8,224 ) Interest expense 2,073 1,370 433 270 Identifiable assets 170,753 82,942 12,126 3,682 72,003 Capital expenditures, net of disposals $ 590 $ 79 $ 492 $ 19 $ For the year ended September 30, 2024 (in thousands) Consolidated Logistics Life Sciences Manufacturing Corporate Revenues $ 183,184 $ 159,958 $ 13,154 $ 10,072 $ Forwarding expenses and cost of revenues 124,800 117,501 2,638 4,661 Gross profit 58,384 42,457 10,516 5,411 Selling, general and a …

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9. STOCKHOLDERS EQUITY (in thousands, except share per share data) Janel is authorized to issue 4,500,000 shares of common stock, par value $0.001. In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $0.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Companys Board of Directors or a duly authorized committee thereof, without stockholder approval. The Board of Directors may fix the number of shares constituting each series and increase or decrease the number of shares of any series. (A) Preferred Stock Series C Cumulative Preferred Stock The dividend rate of the Series C Stock as of September 30, 2025 and 2024 was 7% and 6%, respectively. In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued dividends thereon. The liquidation value of Series C Stock was $7,333 and $7,957 as of September 30, 2025 and September 30, 2024, respectively. For the fiscal year ended September 30, 2025 and 2024, the Company declared dividends on Series C Stock of $384 and $328, respectively. At September 30, 2025 and 2024, the Company had accrued dividends of $1,64 …

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20. SUBSEQUENT EVENTS On October 14, 2025, Janel Corporation and Rubicon closed the transfer (the Contribution) of all of the issued and outstanding membership interests in Janel Group LLC (Janel Group), a New York limited liability company and a wholly owned subsidiary of Janel Corporation, pursuant to the Contribution Agreement dated as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, the Company received 7,000,000 newly issued shares of Rubicons common stock. In connection with the closing of the Contribution, the Company commenced a tender offer to purchase 426,000 shares of Rubicon common stock at $4.75 per share in cash, which expired on November 12, 2025. The shares of Rubicon common stock were transferred to Janel Corporation on November 17, 2025. After the tender offer, Janel Corporation owns approximately 91.0% of Rubicons common stock outstanding. …

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"2. ACQUISITIONS AND INVESTMENTS Fiscal 2026 Acquisitions Manufacturing On October 14, 2025, Janel Corporation and Rubicon completed the transfer (the Contribution) of all of the issued and outstanding membership interests in Janel Group LLC (Janel Group), a New York limited liability company and a wholly owned subsidiary of Janel Corporation, held by Janel Corporation in exchange for 7,000,000 newly issued shares of Rubicons common stock, par value $0.001 per share (Rubicon Common Stock), pursuant to a contribution agreement dated as of August 20, 2025 between the Company and Rubicon. The Company determined the transaction represents a business combination under ASC 805, Business Combinations in which the Company is the accounting acquirer. The purchase price accounting related to this acquisition is preliminary and subject to subsequent adjustment. Prior to the acquisition, the Company held a 46.6% equity interest in Rubicon. Immediately following the acquisition, the Company obtained a controlling financial interest in Rubicon through its ownership of 86.5% of Rubicons outstanding equity. Rubicon is a U.S.-based advanced distributor of monocrystalline sapphire for applications in optical and industrial systems. Rubicon sells its products on a global basis to customers in North America, Europe and Asia and leases its operating and storage facilities in the Chicago metropolitan area on a month-to-month basis. The fair value of the total consideration transferred was $9,082, …

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A summary of the Companys revenues disaggregated by major service lines for the three months ended December 31, 2025 and 2024 was as follows : Three Months Ended December 31, 2025 2024 Service Type Trucking $ 19,146 $ 17,720 Ocean freight 12,898 13,163 Air freight 8,608 7,676 Customs brokerage and other 10,177 7,527 Total logistics revenue $ 50,829 $ 46,086 …

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"12. FAIR VALUE MEASUREMENTS ASC Topic 820 established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under ASC Topic 820 are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Recurring Fair Value Measurements The following table presents the Companys assets that are measured at fair value on a recurring basis based on the three-level valuation hierarchy : Assets December 31, 2025 September 30, 2025 Level 1 Investment in Rubicon at …

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10. INCOME TAXES The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations for the three-month periods ended December 31, 2025 and 2024 is as follows: Three Months Ended December 31, 2025 2024 Federal taxes at statutory rates $ (341 ) $ (180 ) Permanent differences (1 ) 50 State and local taxes, net of federal benefit (103 ) (68 ) Total income tax expense $ (445 ) $ (198 )

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13. LEASES The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (ROU) assets; current portion of operating lease liability; and operating lease liability, net of current portion in our consolidated balance sheets. Assets and obligations related to finance leases are included in property and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in our condensed consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Companys leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The Companys agreements with lease and non-lease components are all accounted for as a single lease component. For leases with an initial term of twelve months or less, the Company elected the exemption from recording rig …

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"6. LONG-TERM DEBT The table below sets forth the total long-term debt, net of unamortized debt issuance cost, as of September 30, 2025 and December 31, 2025, respectively: December 31, 2025 September 30, 2025 Total debt $ 9,120 $ 8,445 Less: unamortized debt issuance costs (981 ) (368 ) Less: current portion of long-term debt (682 ) (911 ) Total outstanding long-term debt $ 7,457 $ 7,166 These obligations mature as follows: Fiscal year 2026 (remaining) $ 511 Fiscal year 2027 686 Fiscal year 2028 691 Fiscal year 2029 697 Fiscal year 2030 703 Thereafter 5,832 Total $ 9,120 Current Credit Facility The 2025 Credit Facility On December 29, 2025, the Company entered into a new credit facility agreement (the 2025 Credit Facility) with Santander Bank and First Merchants Bank. The 2025 Credit Facility provides for a $40,000 Asset-Based Revolving Credit Facility (Revolving Facility), a $6,000 Term Loan (Term Loan), a $3,120 Mortgage Loan (Mortgage Loan) and a $10,000 Revolving Credit Facility (RCF) to be used for acquisitions, for an aggregate commitment of $59,120. The Revolving Facility, Term Loan and Mortgage Loans mature on December 29, 2030. The RCF matures on December 29, 2027, with any outstanding borrowings at that time being converted into a three-year term loan. Interest on the 2025 Credit Facility accrues at an annual rate equal to either a base rate or, at the election of the Company, a rate based on the term Secured Overnight Financing Rate (Term SOFR ) for the applicable …

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7. SUBORDINATED PROMISSORY NOTES - RELATED PARTY Janel is the obligor on four fixed 4% subordinated promissory notes totaling $6,000 in the aggregate (together, the ELFS Subordinated Promissory Notes), payable to certain former shareholders of Expedited Logistics and Freight Services, LLC (ELFS), in connection with the Companys business combination whereby it acquired all the membership interest of ELFS and its related subsidiaries. All of the ELFS Subordinated Promissory Notes, as subsequently amended, are guaranteed by the Company and are subordinate to and junior in right of payment for principal, interest, premiums and other amounts payable to the 2025 Credit Facility. The ELFS Subordinated Promissory Notes are payable in quarterly installments of principal together with accrued interest through July 2028. As of September 30, 2025, the amount outstanding under the ELFS Subordinated Promissory Notes was $2,940, of which $1,174 was included in the current portion of subordinated promissory notes and $1,766 was included in the long-term portion of subordinated promissory notes. As of December 31, 2025, the gross amount outstanding under the ELFS Subordinated Promissory Notes was $2,695, of which $1,174 was included in the current portion of subordinated promissory notes and $1,521 was included in the long-term portion of subordinated promissory notes. …

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11. BUSINESS SEGMENT INFORMATION (in thousands) As referenced above in Note 1, the Company operates in three reportable segments: Logistics, Life Sciences and Manufacturing. The Companys Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance. The following tables present selected financial information about the Companys reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three months ended December 31, 2025: For the three months ended December 31, 2025 Consolidated Logistics Life Sciences Manufacturing Corporate Revenues $ 56,039 $ 50,829 $ 3,404 $ 1,806 $ Forwarding expenses and cost of revenues 37,922 36,429 580 913 Gross profit 18,117 14,400 2,824 893 Selling, general and administrative 16,310 10,978 2,486 932 1,914 Amortization of intangible assets 829 829 Income (loss) from operations 978 3,422 337 (38 ) (2,743 ) Interest expense 305 100 126 79 Identifiable assets 176,116 89,437 11,626 13,427 61,626 Capital expenditures, net of disposals 59 9 46 4 The manufacturing segment includes result from Rubicon starting on the acquisition date of October 14, 2025. The following tables present selected financial information about the Companys reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

8. STOCKHOLDERS EQUITY (in thousands, except share and per share data) Janel is authorized to issue 4,500,000 shares of common stock, par value $ 0.001 . In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $ 0.001 . The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Companys Board of Directors or a duly authorized committee thereof, without stockholder approval. The Board of Directors may fix the number of shares constituting each series and increase or decrease the number of shares of any series. (A) Preferred Stock Series C Cumulative Preferred Stock Shares of the Companys Series C Cumulative Preferred Stock (the Series C Stock) are entitled to receive annual dividends at a rate of 5% per annum of the original issuance price of $500 per share, when and if declared by the Companys Board of Directors, and increased by 1% on January 1, 2024. Such rate is to increase on each January 1 thereafter for four years to a maximum rate of 9% . The dividend rate of the Series C Stock as of December 31, 2025 and September 30, 2025 was 7%. In th e event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the origin …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing