UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 3031, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-06620

GRIFFON CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			11-1893410
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

712 Fifth Ave, 18th Floor	New York	New York	10019
(Address of principal executive offices)			(Zip Code)

(212) 957-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.25 par value

GFF

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of common stock outstanding at ~~July~~January 31, ~~2025~~2026 was 46,~~558~~579,~~649~~173.

Griffon Corporation and Subsidiaries

Contents

			Page
PART I - FINANCIAL INFORMATION
Item 1 – Financial Statements
Condensed Consolidated Balance Sheets at June 30, 2025 (unaudited) and September 30, 2024			1
Condensed Consolidated Balance Sheets at December 31, 2025 (unaudited) and September 30, 2025			1
Condensed Consolidated Statement of Shareholders’ Equity for the Three and Nine Months Ended June 30, 2025 and 2024 (unaudited)			2
Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended December 31, 2025 and 2024 (unaudited)			2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended June 30, 2025 and 2024 (unaudited)			4
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended December 31, 2025 and 2024 (unaudited)			3
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2025 and 2024 (unaudited)			5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2025 and 2024 (unaudited)			4
Notes to Condensed Consolidated Financial Statements (unaudited)			65
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			3226
Item 3 - Quantitative and Qualitative Disclosures about Market Risk			4537
Item 4 - Controls & Procedures			4638
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings			4638
Item 1A – Risk Factors			4638
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			4739
Item 3 – Defaults Upon Senior Securities			4739
Item 4 – Mine Safety Disclosures			4739
Item 5 – Other Information			4839
Item 6 – Exhibits			4840
Signatures			5042

Table of Contents

Part I – Financial Information

Item 1 – Financial Statements

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	(Unaudited)
	June 30,2025		September 30,2024
	December 31,2025		September 30,2025
CURRENT ASSETS
Cash and equivalents	$	~~107~~95,~~279~~280	$	~~114~~99,~~438~~045
Accounts receivable, net of allowances of $11,485 and $10,986	271,632		312,765
Accounts receivable, net of allowances of $11,354 and $10,086	273,955		290,807
Inventories	~~445~~440,~~913~~320		~~425~~440,~~489~~772
Prepaid and other current assets	8056,~~876~~996		6153,~~604~~059
Assets held for sale	5,~~289~~534		145,~~532~~609
Assets of discontinued operations	1,~~303~~300		~~648~~1,302
Total Current Assets	~~912~~873,~~292~~385		~~929~~890,~~476~~594
PROPERTY, PLANT AND EQUIPMENT, net	~~292~~293,~~385~~095		~~288~~293,~~297~~528
OPERATING LEASE RIGHT-OF-USE ASSETS	~~162~~181,~~819~~170		~~171~~167,~~211~~829
GOODWILL	192,917		~~329~~192,~~393~~917
INTANGIBLE ASSETS, net	~~493~~483,~~843~~344		~~618~~488,~~782~~114
OTHER ASSETS	2826,~~352~~203		3025,~~378~~956
ASSETS OF DISCONTINUED OPERATIONS	4,~~712~~688		34,~~417~~699
Total Assets	$	2,~~087~~054,~~320~~802	$	2,~~370~~063,~~954~~637
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	8,~~123~~119	$	8,~~155~~103
Accounts payable	~~130~~138,~~773~~835		~~119~~137,~~354~~484
Accrued liabilities	~~162~~157,~~523~~279		~~181~~152,~~918~~707
Current portion of operating lease liabilities	3134,~~997~~370		3532,~~065~~307
Liabilities of discontinued operations	43,~~545~~241		43,~~498~~956
Total Current Liabilities	~~337~~341,~~961~~844		~~348~~334,~~990~~557
LONG-TERM DEBT, net	1,~~442~~346,~~855~~110		1,~~515~~404,~~897~~387
LONG-TERM OPERATING LEASE LIABILITIES	~~142~~159,~~213~~299		147,~~369~~203
OTHER LIABILITIES	9593,~~901~~903		~~130~~98,~~540~~748
LIABILITIES OF DISCONTINUED OPERATIONS	4,~~490~~743		34,~~270~~770
Total Liabilities	21,~~023~~945,~~420~~899		21,~~146~~989,~~066~~665
COMMITMENTS AND CONTINGENCIES - See Note 22
COMMITMENTS AND CONTINGENCIES - See Note 20
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity	63108,~~900~~903		~~224~~73,~~888~~972
Total Liabilities and Shareholders’ Equity	$	2,~~087~~054,~~320~~802	$	2,~~370~~063,~~954~~637

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

Table of Contents

GRIFFON CORPORATION

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Three ~~and Nine~~ Months Ended ~~June~~December 3031, 2025 and 2024

(Unaudited)

	COMMON STOCK			CAPITAL INEXCESS OFPAR VALUE		RETAINED EARNINGS		TREASURY SHARES			ACCUMULATEDOTHERCOMPREHENSIVEINCOME (LOSS)		DEFERRED COMPENSATION
(in thousands)	SHARES	PAR VALUE						SHARES	COST						TOTAL
Balance at September 30, 2024	84,746	$	21,187	$	677,028	$	461,442	36,443	$	(876,527)	$	(58,024)	$	(218)	$	224,888
Balance at September 30, 2025	84,746	$	21,187	$	690,153	$	479,048	38,400	$	(1,044,496)	$	(71,920)	$	—	$	73,972
Net income	—	—		—		7064,~~851~~387		—	—		—		—		7064,~~851~~387
Dividend	—	—		—		(810,~~196~~089)		—	—		—		—		(810,~~196~~089)
Shares withheld on employee taxes on vested equity awards including excise taxes	—	—		—		—		64	(5,342)		—		—		(5,342)
Shares withheld on employee taxes on vested equity awards	—	—		—		—		160	(11,846)		—		—		(11,846)
Amortization of deferred compensation	—	—		—		—		—	—		—		218		218
Common stock acquired including excise taxes	—	—		—		—		247	(18,500)		—		—		(18,500)
Common stock acquired including excise taxes	—	—		—		—		610	(42,963)		—		—		(42,963)
Equity awards granted, net	—	—		(17,345)		—		(634)	17,345		—		—		—
Equity awards granted, net	—	—		(12,136)		—		(493)	12,136		—		—		—
Stock-based compensation	—	—		6,427		—		—	—		—		—		6,427
ESOP allocation of common stock including excise taxes	—	—		537		—		—	104		—		—		641
Other comprehensive income, net of tax	—	—		—		—		—	—		4,552		—		4,552
Stock-based compensation	—	—		5,378		—		—	—		—		—		5,378
Balance at December 31, 2025	84,746	$	21,187	$	679,235	$	533,346	38,173	$	(1,057,497)	$	(67,368)	$	—	$	108,903
Other comprehensive income, net of tax	—	—		—		—		—	—		(17,699)		—		(17,699)
Balance at December 31, 2024	84,746	$	21,187	$	670,807	$	524,097	36,624	$	(912,592)	$	(75,723)	$	—	$	227,776
Net income	—	—		—		56,762		—	—		—		—		56,762
Dividend	—	—		—		(8,494)		—	—		—		—		(8,494)
Shares withheld on employee taxes on vested equity awards including excise taxes	—	—		—		—		520	(39,407)		—		—		(39,407)
Common stock acquired including excise taxes	—	—		—		—		420	(30,827)		—		—		(30,827)
Equity awards granted, net	—	—		(1,238)		—		(49)	1,238		—		—		—
Stock-based compensation	—	—		6,515		—		—	—		—		—		6,515
Other comprehensive income, net of tax	—	—		—		—		—	—		2,417		—		2,417
Balance at March 31, 2025	84,746	$	21,187	$	676,084	$	572,365	37,515	$	(981,588)	$	(73,306)	$	—	$	214,742
Net loss	—	—		—		(120,139)		—	—		—		—		(120,139)
Dividend	—	—		—		(8,465)		—	—		—		—		(8,465)
Common stock acquired including excise taxes	—	—		—		—		581	(40,652)		—		—		(40,652)
Equity award termination	—	—		323		—		12	(323)		—		—		—
Stock-based compensation	—	—		5,968		—		—	—		—		—		5,968
Other comprehensive income, net of tax	—	—		—		—		—	—		12,446		—		12,446
Balance at June 30, 2025	84,746	$	21,187	$	682,375	$	443,761	38,108	$	(1,022,563)	$	(60,860)	$	—	$	63,900


	COMMON STOCK			CAPITAL IN EXCESS OF PAR VALUE		RETAINED EARNINGS		TREASURY SHARES			ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)		DEFERRED COMPENSATION
(in thousands)	SHARES	PAR VALUE						SHARES	COST						TOTAL


































































































Balance at September 30, 2024	84,746	$	21,187	$	677,028	$	461,442	36,443	$	(876,527)	$	(58,024)	$	(218)	$	224,888
Net income	—	—		—		70,851		—	—		—		—		70,851
Dividend	—	—		—		(8,196)		—	—		—		—		(8,196)
Shares withheld on employee taxes on vested equity awards	—	—		—		—		64	(5,342)		—		—		(5,342)
Amortization of deferred compensation	—	—		—		—		—	—		—		218		218
Common stock acquired including excise taxes	—	—		—		—		610	(42,963)		—		—		(42,963)
Equity awards granted, net	—	—		(12,136)		—		(493)	12,136		—		—		—
ESOP allocation of common stock	—	—		537		—		—	104		—		—		641
Stock-based compensation	—	—		5,378		—		—	—		—		—		5,378
Other comprehensive income, net of tax	—	—		—		—		—	—		(17,699)		—		(17,699)
Balance at December 31, 2024	84,746	$	21,187	$	670,807	$	524,097	36,624	$	(912,592)	$	(75,723)	$	—	$	227,776

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

Table of Contents

GRIFFON CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Nine Months Ended June 30, 2024

(Unaudited)

	COMMON STOCK			CAPITAL INEXCESS OFPAR VALUE		RETAINED EARNINGS		TREASURY SHARES			ACCUMULATEDOTHERCOMPREHENSIVEINCOME (LOSS)		DEFERRED COMPENSATION
(in thousands)	SHARES	PAR VALUE						SHARES	COST						TOTAL
Balance at September 30, 2023	84,746	$	21,187	$	662,680	$	281,516	31,684	$	(577,686)	$	(70,010)	$	(2,443)	$	315,244
Net income	—	—		—		42,177		—	—		—		—		42,177
Dividend	—	—		—		(7,825)		—	—		—		—		(7,825)
Shares withheld on employee taxes on vested equity awards including excise taxes	—	—		—		—		221	(11,604)		—		—		(11,604)
Amortization of deferred compensation	—	—		—		—		—	—		—		520		520
Common stock acquired including excise taxes	—	—		—		—		1,634	(70,543)		—		—		(70,543)
Equity awards granted, net	—	—		(3,383)		—		(180)	3,383		—		—		—
ESOP allocation of common stock	—	—		1,550		—		—	—		—		—		1,550
Stock-based compensation	—	—		5,028		—		—	—		—		—		5,028
Other comprehensive income, net of tax	—	—		—		—		—	—		10,475		—		10,475
Balance at December 31, 2023	84,746	$	21,187	$	665,875	$	315,868	33,359	$	(656,450)	$	(59,535)	$	(1,923)	$	285,022
Net income	—	—		—		64,143		—	—		—		—		64,143
Dividend	—	—		—		(7,289)		—	—		—		—		(7,289)
Shares withheld on employee taxes on vested equity awards including excise taxes	—	—		—		—		375	(22,722)		—		—		(22,722)
Amortization of deferred compensation	—	—		—		—		—	—		—		586		586
Common stock acquired including excise taxes	—	—		—		—		1,803	(118,964)		—		—		(118,964)
Equity awards granted, net	—	—		(9,492)		—		(428)	9,492		—		—		—
ESOP allocation of common stock	—	—		2,457		—		—	—		—		—		2,457
Stock-based compensation	—	—		3,849		—		—	—		—		—		3,849
Other comprehensive income, net of tax	—	—		—		—		—	—		(4,896)		—		(4,896)
Balance at March 31, 2024	84,746	$	21,187	$	662,689	$	372,722	35,109	$	(788,644)	$	(64,431)	$	(1,337)	$	202,186
Net income	—	—		—		41,086		—	—		—		—		41,086
Dividend	—	—		—		(7,458)		—	—		—		—		(7,458)
Amortization of deferred compensation	—	—		—		—		—	—		—		553		553
Common stock acquired including excise taxes	—	—		—		—		284	(19,294)		—		—		(19,294)
ESOP allocation of common stock including excise taxes	—	—		2,451		—		—	509		—		—		2,960
Stock-based compensation	—	—		4,699		—		—	—		—		—		4,699
Other comprehensive income, net of tax	—	—		—		—		—	—		(1,222)		—		(1,222)
Balance at June 30, 2024	84,746	$	21,187	$	669,839	$	406,350	35,393	$	(807,429)	$	(65,653)	$	(784)	$	223,510

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

Table of Contents

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,				Nine Months Ended June 30,
			Three Months Ended December 31,
	~~2025~~		~~2024~~		2025		2024
Revenue	$	~~613,627~~	$	~~647,814~~	$	1649,~~857,744~~088	$	1632,~~963,847~~371
Cost of goods and services	~~348,379~~		~~398,665~~		1382,~~076,009~~323		1368,~~207,392~~095
Gross profit	~~265,248~~		~~249,149~~		~~781~~266,~~735~~765		~~756~~264,~~455~~276
Selling, general and administrative expenses	~~147,637~~		~~159,810~~		~~450~~153,~~865~~406		~~469~~152,~~830~~181
Goodwill and intangible asset impairments	243,612		—		243,612		—
Income from operations					113,359		112,095
Total operating expenses	391,249		159,810		694,477		469,830
Income (loss) from operations	(126,001)		89,339		87,258		286,625
Other income (expense)
Interest expense	~~(24,137)~~		~~(27,024)~~		(7222,~~954~~104)		(7824,~~472~~887)
Interest income	~~569~~		~~769~~		~~1,683~~357		~~1,830~~406
Gain (loss) on sale of real estate	122		(725)		8,279		(167)
Gain on sale of real estate					—		7,974
Loss from debt extinguishment	—		~~(1,700)~~		—(556)		~~(1,700)~~—
Other, net	~~247~~		~~350~~		2(1,~~591~~090)		1,~~608~~832
Total other expense, net	~~(23,199)~~		~~(28,330)~~		(6023,~~401~~393)		(7614,~~901~~675)
Income (loss) before taxes	(149,200)		61,009		26,857		209,724
Income before taxes					89,966		97,420
Provision (benefit) for income taxes	(29,061)		19,923		19,383		62,318
Provision for income taxes					25,579		26,569
Net income (loss)	$	(120,139)	$	41,086	$	7,474	$	147,406
Net income					$	64,387	$	70,851
Basic earnings (loss) per common share	$	(2.65)	$	0.87	$	0.16	$	3.08
Basic earnings per common share					$	1.44	$	1.56
Basic weighted-average shares outstanding	~~45,320~~		~~47,034~~		4544,~~505~~655		4745,~~921~~538
Diluted earnings (loss) per common share	$	(2.65)	$	0.84	$	0.16	$	2.94
Diluted earnings per common share					$	1.41	$	1.49
Diluted weighted-average shares outstanding	~~45,320~~		~~48,851~~		4645,~~911~~765		5047,~~085~~541
Dividends paid per common share	$	~~0.18~~	$	~~0.15~~	$	0.5422	$	0.4518
Net income (loss)	$	(120,139)	$	41,086	$	7,474	$	147,406
Net income					$	64,387	$	70,851
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments	~~12,244~~		~~(827)~~		(43,~~804)~~601		2(20,~~212~~018)
Pension and other post retirement plans	~~897~~		~~532~~		1,~~493~~928		~~1,595~~55
Change in cash flow hedges	~~(695)~~		~~(927)~~		~~475~~(977)		~~550~~2,264
Total other comprehensive income (loss), net of taxes	~~12,446~~		~~(1,222)~~		(24,~~836)~~552		4(17,~~357~~699)
Comprehensive income (loss), net	$	(107,693)	$	39,864	$	4,638	$	151,763
Comprehensive income, net					$	68,939	$	53,152

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

Table of Contents

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended June 30,
	Three Months Ended December 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	764,~~474~~387	$	~~147~~70,~~406~~851
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4715,~~086~~703		4515,~~150~~614
Stock-based compensation	176,~~861~~427		195,~~726~~378
Goodwill and intangible asset impairments	243,612		—
Provision for losses on accounts receivable	1,862		1,182
Asset impairment charges - restructuring	—		22,979
Amortization of debt discounts and issuance costs	1,052		1,029
Provision for losses on accounts receivable	731		874
Loss from debt extinguishment	556		—
Amortization of debt discounts and issuance costs	3,124		3,169
Pension and other post-retirement non-cash charges	2,310		636
Loss from debt extinguishment	—		1,700
Loss on sale of assets and investments	—		168
Deferred income tax benefit	(25,000)		—
Gain on sale of real estate	—		(7,974)
Loss (gain) on sale of assets and investments	16		(1,448)
Gain on sale of real estate	(8,279)		—
Change in assets and liabilities:
(Increase) decrease in accounts receivable	38,311		(6,051)
Decrease in accounts receivable	15,826		35,445
(Increase) decrease in inventories	~~(22~~1,~~606)~~939		~~55,939~~(393)
(Increase) decrease in prepaid and other assets	2,230		(3,351)
Increase in prepaid and other assets	(3,510)		(5,066)
Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities	(23,342)		19,454
Increase in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities	286		25,941
Other changes, net	~~1,263~~154		~~2,391~~111
Net cash provided by operating activities	~~282~~106,~~481~~992		~~307~~142,~~938~~922
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(397,~~867~~662)		(4717,~~849~~456)
Proceeds from the sale of property, plant and equipment	~~17,895~~—		1317,~~572~~220
Net cash used in investing activities	(217,~~972~~662)		(~~34,277~~236)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid	(3111,~~622~~196)		(289,~~770~~037)
Purchase of shares for treasury	(~~161~~30,~~709~~308)		(~~241~~49,~~501~~083)
Proceeds from long-term debt	63,000		179,500
Payments of long-term debt	(60,000)		(50,000)
Payments of long-term debt	(139,117)		(146,727)
Financing costs	(38)		(42)
Financing costs	—		(907)
Other, net	(12)		41
Other, net	(90)		(307)
Net cash used in financing activities	(101,554)		(108,121)
Net cash used in financing activities	(269,538)		(238,712)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities	(~~820~~730)		(~~3,707~~180)
Net cash provided by investing activities	137		—
Net cash used in discontinued operations	(730)		(180)
Net cash used in discontinued operations	(683)		(3,707)
Effect of exchange rate changes on cash and equivalents	(811)		3,129
Effect of exchange rate changes on cash and equivalents	2,553		(679)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS	(3,765)		37,514
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS	(7,159)		30,563
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	99,045		114,438
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	114,438		102,889
CASH AND EQUIVALENTS AT END OF PERIOD	$	95,280	$	151,952
CASH AND EQUIVALENTS AT END OF PERIOD	$	107,279	$	133,452
Supplemental Disclosure of Non-Cash Flow Information:
Capital expenditures in accounts payable	$	51,~~329~~559	$	~~268~~2,064

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

Table of Contents

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

(Unless otherwise indicated, references to years or year-end refer to Griffon’s fiscal period ending September 30)

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

About Griffon Corporation

Griffon Corporation (the “Company”, “Griffon”, "“we"” or "“us"”) is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities, as well as divestitures. As long-term investors, we intend to continue to grow and strengthen our existing businesses, and to diversify further through investments in our businesses and acquisitions.

The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF).

Griffon conducts its operations through two reportable segments:

•Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Clopay, Cornell and Cookson brands.

•Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.

~~Basis~~On February 5, 2026, Griffon announced it entered into a definitive agreement to form a joint venture with ONCAP, the mid-market private equity platform of ~~Presentation~~Onex Corporation (TSX:ONEX), to create a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers. The joint venture will combine the United States and Canada businesses of Griffon’s AMES Companies (“AMES”) with the Bellota Tools, Corona, and Burgon & Ball businesses of Venanpri, an ONCAP majority-owned portfolio company. The joint venture will be managed as a subsidiary of Venanpri which, together with other affiliates of ONCAP, will hold a 57% equity interest. Upon closing of the transaction, Griffon will receive consideration of $100,000 in cash, subject to working capital adjustments, will enter into a credit agreement with the joint venture to evidence a $161,100 second-lien loan provided to the joint venture, and will participate in the governance and oversight of the joint venture as a 43% equity holder. Griffon will accrue interest receivable on the second-lien loan through the date of maturity. The joint venture will be financed through committed debt financing, in addition to the second-lien loan provided by Griffon. This transaction is subject to customary closing conditions and, after closing, which is expected to occur by June 2026, Griffon’s interest in the joint venture will be accounted for as an equity method investment. Any gain or loss as the result of this transaction will be determined at closing. Additionally, Griffon announced the initiation of a comprehensive review of strategic alternatives for its AMES Australia operations and AMES United Kingdom operations. As a result of these actions, beginning with Griffon’s second quarter 2026 reporting, AMES’ U.S., Canada, Australia, and U.K. operations, which are currently part of Griffon’s CPP segment, will be reported as discontinued operations. Furthermore, in connection with these actions, we announced that the remaining reporting unit within the CPP segment, the Hunter Fan Company, will be combined with Griffon’s HBP segment.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business, properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s businesses are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year.5

The Condensed Consolidated Balance Sheet information at September 30, 2024 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2024.

The condensed consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in prior years may have been reclassified to conform to the current year presentation.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

~~expenses,~~Basis ~~useful lives associated with depreciation and amortization~~ of intangible and fixed assets, warranty reserves, sales incentive accruals, assumptions associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates.Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business, properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s businesses are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year.

The Condensed Consolidated Balance Sheet information at September 30, 2025 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2025.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumptions associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates.

NOTE 2 – FAIR VALUE MEASUREMENTS

The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit and variable rate debt is based upon current market rates.

Applicable accounting guidance establishes a fair value hierarchy requiring the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows:

•Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets.

•Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.

•Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

On June 30, 2025, the fair values of Griffon’s 2028 Senior Notes and Term Loan B facility approximated $971,120 and $451,564, respectively. Fair values were based upon quoted market prices (level 1 inputs). 6

Insurance contracts with values of $4,959 at June 30, 2025 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in other assets on the Condensed Consolidated Balance Sheets.

Items Measured at Fair Value on a Recurring Basis

In the normal course of business, Griffon’s operations are exposed to the effects of changes in foreign currency exchange rates related to inventory purchases. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. As of June 30, 2025, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S. Dollars.

At June 30, 2025, Griffon had $38,000 of Australian Dollar contracts at a weighted average rate of $1.51 which qualified for hedge accounting (Level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Accumulated other comprehensive income (loss) ("AOCI") and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS"). AOCI included deferred gains of $446 ($312, net of tax) at June 30, 2025. Upon settlement, gains of $758 and $3,023 were recorded in COGS during the three and nine months ended June 30, 2025. All contracts expire in 30 to 148 days.

At June 30, 2025, Griffon had $19,000 of Chinese Yuan contracts at a weighted average rate of $7.10 which qualified for hedge accounting (level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in AOCI and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

~~Income~~On ~~(Loss) in COGS. AOCI included deferred gains of $16 ($12, net of tax) at June~~December 3031, 2025., ~~Upon~~the ~~settlement,~~fair ~~losses~~values of ~~$295~~Griffon’s ~~and~~Senior ~~$903~~Notes ~~were~~and ~~recorded~~Term inLoan ~~COGS~~B ~~during~~facility ~~the~~approximated ~~three~~$972,338 and ~~nine months ended June 30~~$390, ~~2025~~459, respectively. Fair ~~All~~values ~~contracts~~were ~~expire~~based inupon 3quoted tomarket ~~304~~prices ~~days~~(Level 1 inputs).

AtInsurance ~~June 30, 2025, Griffon had $8,565 of Canadian Dollar~~ contracts atwith avalues ~~weighted average rate~~ of $~~1.37. The contracts~~5,261 ~~which~~at ~~protect Canadian operations from currency fluctuations for U.S. Dollar based purchases~~December 31, do2025 ~~not~~are ~~qualify~~measured ~~for hedge accounting. For the three~~ and ~~nine~~recorded ~~months~~at ~~ended June 30, 2025,~~ fair value ~~losses~~based ofupon ~~$436~~quoted ~~and~~prices ~~$247~~in ~~were~~active ~~recorded~~markets ~~to Other liabilities and to Other income~~ for ~~the outstanding contracts, based on~~ similar ~~contract~~assets ~~values~~ (~~level~~Level 2 inputs). ~~Realized gains of $14~~ and ~~$148~~are ~~were~~included ~~recorded~~ in ~~Other~~other ~~income~~assets ~~during~~on the ~~three~~Condensed ~~and~~Consolidated ~~nine~~Balance ~~months ended June 30, 2025 for all settled contracts~~Sheets. ~~All contracts expire in 30 to 420 days.~~

Items Measured at Fair Value on a Recurring Basis

In the normal course of business, Griffon’s operations are exposed to the effects of changes in foreign currency exchange rates related to inventory purchases. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. As of December 31, 2025, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S. Dollars.

At December 31, 2025, Griffon had $69,000 of Australian Dollar contracts at a weighted average rate of $1.50 which qualified for hedge accounting (Level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Accumulated other comprehensive income (loss) ("AOCI") and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS"). AOCI included a deferred loss of $587 ($411, net of tax) at December 31, 2025. Upon settlement, gains of $536 were recorded in COGS during the three months ended December 31, 2025. All contracts expire in 30 to 210 days.

At December 31, 2025, Griffon had $14,500 of Chinese Yuan contracts at a weighted average rate of $7.07 which qualified for hedge accounting (Level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in AOCI and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in COGS. AOCI included deferred gains of $237 ($173, net of tax) at December 31, 2025. Upon settlement, gains of $62 were recorded in COGS during the three months ended December 31, 2025. All contracts expire in 30 to 181 days.

At December 31, 2025, Griffon had $6,300 of Canadian Dollar contracts at a weighted average rate of $1.37. The contracts, which protect Canadian operations from currency fluctuations for U.S. Dollar based purchases, do not qualify for hedge accounting. For the three months ended December 31, 2025, fair value losses of $112 were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (Level 2 inputs). Realized losses of $15 were recorded in Other income during the three months ended December 31, 2025 for all settled contracts. All contracts expire in 30 to 240 days.

At December 31, 2025, Griffon had CAD $3,923 of Chinese Yuan contracts at a weighted average rate of CAD $5.10. These contracts, which protect Canadian operations from currency fluctuations for Chinese Yuan based purchases, do not qualify for hedge accounting and fair value gains of $29 were recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (Level 2 inputs), for the three months ended December 31, 2025. Realized gains were $10 during the three months ended December 31, 2025. All contracts expire in 15 to 240 days.

NOTE 3 – REVENUE

The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service, or a bundle of goods or services, to the customer, and is the unit of accounting. A contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance and with respect to which payment terms are identified and collectability is probable. Once the Company has entered into a contract or purchase order, it is evaluated to identify performance obligations. For each performance obligation, revenue is recognized when control of the promised products is transferred to the customer, or services are satisfied under the contract or purchase order, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price).

The Company’s performance obligations are recognized at a point in time related to the manufacture and sale of a broad range of products and components, and revenue is recognized when title, and risk and rewards of ownership, have transferred to the customer, which is generally upon shipment. 7

For a complete explanation of Griffon’s revenue accounting policies, this note should be read in conjunction with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2024. See Note 13 - Reportable Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location.

NOTE 4 – ACQUISITIONS

Griffon continually evaluates potential acquisitions that either strategically fit within its portfolio or expand its portfolio into new product lines or adjacent markets. Griffon has completed a number of acquisitions that have been accounted for as business combinations, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition and have resulted in the recognition of goodwill. The operating results of business acquisitions are included in Griffon’s consolidated financial statements from the date of acquisition.

On July 1, 2024, Griffon announced that its subsidiary, The AMES Companies, Inc., ("AMES") expanded the scope of its Australian operations by acquiring substantially all of the assets of Pope, a leading Australian provider of residential watering products, from the Toro Company (NYSE:TTC) for a purchase price of approximately AUD 21,800 (approximately $14,500) in cash. The purchase price was finalized and allocated to acquired intangibles, net of deferred taxes, of AUD 2,940 (approximately $1,960) and goodwill of AUD 2,640 (approximately $1,758), which was assigned to the CPP segment and is not deductible for income tax purposes. The purchase price was also allocated to inventory of AUD 16,132 (approximately $10,752), property, plant and equipment, net of AUD 1,289 (approximately $859) and accrued liabilities of AUD 1,194 (approximately $795).

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

~~NOTE~~The 5Company’s –performance ~~INVENTORIES~~obligations are recognized at a point in time related to the manufacture and sale of a broad range of products and components, and revenue is recognized when title, and risk and rewards of ownership, have transferred to the customer, which is generally upon shipment.

For a complete explanation of Griffon’s revenue accounting policies, this note should be read in conjunction with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2025. See Note 12 - Reportable Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location.

NOTE 4 – INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out or average cost) or net realizable value.

The following table details the components of inventory:

	At June 30, 2025		At September 30, 2024
	At December 31, 2025		At September 30, 2025
Raw materials and supplies	$	9187,~~659~~273	$	9289,~~366~~305
Work in process	1314,~~581~~444		13,~~923~~685
Finished goods	~~340~~338,~~673~~603		~~319~~337,~~200~~782
Total	$	~~445~~440,~~913~~320	$	~~425~~440,~~489~~772

InNOTE ~~connection~~5 ~~with~~– ~~the Company's restructuring activities described in Note 17 - Restructuring Charges~~PROPERTY, ~~during~~PLANT ~~the~~AND nine months ended June 30, 2024, CPP recorded inventory impairment charges of $22,979 to adjust inventory to its net realizable value. There were no impairment charges recorded during the nine months ended June 30, 2025.EQUIPMENT

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

The following table details the components of property, plant and equipment, net:

	At June 30, 2025		At September 30, 2024
	At December 31, 2025		At September 30, 2025
Land, building and building improvements	$	~~156~~161,~~690~~634	$	~~153~~160,~~076~~233
Machinery and equipment(1)	~~496~~506,~~265~~678		~~472~~498,~~030~~656
Leasehold improvements	3738,~~813~~366		3738,~~833~~317
	690,768		662,939
	706,678		697,206
Accumulated depreciation	(~~398~~413,~~383~~583)		(~~374~~403,~~642~~678)
Total	$	~~292~~293,~~385~~095	$	~~288~~293,~~297~~528

(1) Machinery and ~~Equipment~~equipment includes approximately $3523,~~012~~236 and $3633,~~443~~239 of construction in progress assets as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively.

Depreciation and amortization expense for property, plant and equipment was $9,~~974~~844 and $9,~~389~~850 for the quarters ended ~~June~~December 3031, 2025 and 2024, respectively~~, and $29,682 and $28,155 for the nine months ended June 30, 2025 and 2024, respectively~~. Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses was $43,~~253~~923 and $4,~~124~~334 for the quarters ended ~~June~~December 3031, 2025 and 2024, respectively ~~and $12,675 and $12,218 for the nine months ended June 30, 2025 and 2024, respectively~~. Remaining components of depreciation and amortization, attributable to manufacturing operations, are included in Cost of goods and services.

InThe ~~connection~~net ~~with~~book ~~the~~value ~~expansion~~ of ~~CPP's U.S. global sourcing strategy announced on May 3, 2023,~~ certain owned CPP manufacturing ~~locations~~properties, which ceased operations and have met the criteria to be classified as held for sale totaled $5,534 and ~~the~~$5,609 ~~net book value of these properties~~ as of ~~June~~December 3031, 2025 and September 30, ~~2024 totaled $5~~2025,~~289~~ ~~and $14,532,~~ respectively.

During the ~~quarter~~three months ended ~~June~~December 3031, 2025, inno ~~connection with the goodwill and intangible indefinite-lived asset impairment~~ event ~~described~~or inindicator ~~Note~~of ~~8, the Company also evaluated property, plant and equipment assets for potential~~ impairment~~. The~~ ~~review~~occurred ~~did~~which ~~not~~would ~~result~~require intesting ~~any~~of ~~impairment charges to~~ property, plant and equipment.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

NOTE 76 – CREDIT LOSSES

The Company is exposed to credit losses primarily through sales of products and services. Trade receivables are recorded at their stated amount, less expected allowances for ~~discounts,~~ credit losses and, ~~returns~~when appropriate, for customer program reserves and cash discounts. The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivable balances and the financial condition of its customers. The ~~allowances~~expected ~~represent~~allowance for credit losses represents estimated uncollectible receivables associated with potential customer defaults on contractual payment obligations (usually due to customers’ potential insolvency) and estimates for returns. As of December 31, ~~discounts~~2025 ~~related~~and toSeptember ~~early~~30, ~~payment~~2025, ofthe ~~accounts~~allowance ~~receivables~~for bycredit ~~customers~~losses ~~and~~includes ~~estimates~~an allowance for sales returns. of $3,447 and $2,876, respectively. The allowance for credit losses includes amounts for certain customers inwhere ~~which~~ a risk of default has been specifically identified, as well as an amount for customer defaults, based on a formula, when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers. The ~~Allowance for discounts and returns are recorded as a reduction of revenue and the~~ provision related to the expected allowance for credit losses is recorded in SG&A expenses. The Company writes-off accounts receivable when they are deemed to be uncollectible.

The Company also considers current and expected future economic and market conditions when determining any estimate of credit losses. Generally, estimates used to determine the allowance are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. All accounts receivable amounts are expected to be collected in less than one year.

Based on a review of the Company's policies and procedures across all segments, including the aging of its trade receivables, recent write-off history and other factors related to future macroeconomic conditions, Griffon determined that its method to determine ~~credit~~expected ~~losses and the amount of its~~ allowances for ~~bad~~credit ~~debts~~losses is in accordance with the accounting guidance for credit losses on financial instruments, including trade receivables, in all material respects.

The following table provides a roll-forward of the allowance for ~~doubtful accounts, including provisions for expected~~ credit losses that is deducted from gross accounts receivable to present the net amount expected to be collected:

	Nine months ended June 30,
	Three months ended December 31,
	2025		2024
Beginning Balance, October 1	$	10,~~986~~086	$	1110,~~264~~986
Provision for expected credit losses	~~731~~1,862		~~874~~1,182
Amounts written off charged against the allowance	(~~569~~723)		(~~1,155~~334)
Other, primarily foreign currency translation	~~337~~129		26(68)
Ending Balance, June 30	$	11,485	$	11,009
Ending Balance, December 31	$	11,354	$	11,766

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

NOTE 7 – GOODWILL AND OTHER INTANGIBLES

The following table provides a summary of the carrying value of goodwill by segment as of December 31, 2025 and September 30, 2025, as follows:



Home and Building Products	$	191,253
Consumer and Professional Products	1,664


Total	$	192,917

The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets:


	At December 31, 2025					At September 30, 2025
	Gross Carrying Amount		Accumulated Amortization		Average Life (Years)	Gross Carrying Amount		Accumulated Amortization
Customer relationships & other	$	450,051	$	159,466	17	$	449,203	$	153,507
Technology and patents	18,951		10,539		10	18,596		10,147
Total amortizable intangible assets	469,002		170,005			467,799		163,654
Trademarks	184,347		—			183,969		—
Total intangible assets	$	653,349	$	170,005		$	651,768	$	163,654

The gross carrying amount of intangible assets was favorably impacted by $1,581 related to foreign currency translation.

Amortization expense for intangible assets was $5,859 and $5,764 for the quarters ended December 31, 2025 and 2024, respectively. Amortization expense for the remainder of 2026 and the next five fiscal years and thereafter, based on current intangible balances and classifications, is estimated as follows: remaining in 2026 - $17,740; 2027 - $23,600; 2028 - $23,600; 2029 - $23,500; 2030 - $23,300; 2031 - $23,300; thereafter $163,957.

Indicators of impairment were not present for any of Griffon's reporting units during the three months ended December 31, 2025 and 2024, respectively.

NOTE 8 – INCOME TAXES

During the quarter ended December 31, 2025, the Company recognized a tax provision of $25,579 on income before taxes of $89,966, compared to a tax provision of $26,569 on income before taxes of $97,420 in the prior year quarter. The current year quarter results included the impact of retirement plan events of $1,609 ($1,224, net of tax); loss from debt extinguishment of $556 ($423, net of tax); and discrete and certain other tax provisions, net, that affect comparability of $268. The prior year quarter results included a gain on the sale of real estate of $7,974 ($5,943, net of tax); strategic review costs - retention and other of $1,651 ($1,215, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $250. Excluding these items, the effective tax rates for the quarters ended December 31, 2025 and 2024 were 28.0% and 27.7%, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

NOTE 89 – ~~GOODWILL~~LONG-TERM ~~AND OTHER INTANGIBLES~~DEBT

~~For~~Debt ~~the~~at ~~quarter ended June 30~~December 31, 2025, ~~indicators of goodwill impairment were present for the Hunter Fan reporting unit within the CPP reportable segment, driven by a decrease in year-to-date~~ and forecasted sales and operating results primarily due to ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns. As such, in connection with the preparation of our financial statements for the quarter and nine months ended June 30, 2025, we performed a quantitative assessment of the Hunter Fan reporting unit goodwill using both an income based and market-based valuation approach. This impairment test resulted in a pre-tax, non-cash goodwill impairment charge of $136,612, representing the remaining goodwill of the Hunter Fan reporting unit. Indicators of impairment were not present for the HBP reportable segment or the AMES reporting unit in the CPP reportable segment during the quarter and nine months ended JuneSeptember 30, 2025~~. The~~ ~~following~~consisted ~~table provides a summary~~ of the ~~carrying value of goodwill by segment as of June 30, 2025 and September 30, 2024, as follows~~following:

	At September 30, 2024						Impairment Charges				Goodwill from acquisitions (2)				Foreign currency translation adjustments		At June 30, 2025
			At December 31, 2025																	At September 30, 2025
Home and Building Products	$	191,253					$	—			$	—			$	—	$	191,253
			Outstanding Balance		Original Issuer Premium/(Discount)				Capitalized Fees & Expenses				Balance Sheet				Coupon Interest Rate				Outstanding Balance		Original Issuer Premium/(Discount)		Capitalized Fees & Expenses		Balance Sheet		Coupon Interest Rate
AMES	1,528						—				230				(94)		1,664
Senior notes due 2028	(a)		$	974,775	$	109			(4,376)				$	970,508			5.75		%		$	974,775	$	121	$	(4,880)	$	970,016	5.75	%
Hunter Fan (1)	136,612						(136,612)				—				—		—
Term Loan B due 2029	(b)		389,000		(371)				(3,356)				385,273				Variable				449,000		(461)		(4,169)		444,370		Variable
Consumer and Professional Products	138,140						(136,612)				230				(94)		1,664
Revolver due 2028	(b)		—		—				(1,927)				(1,927)				Variable				—		—		(2,113)		(2,113)		Variable
Total	$	329,393					$	(136,612)			$	230			$	(94)	$	192,917
Non US lines of credit	(c)		—		—				(9)				(9)				Variable				—		—		(34)		(34)		Variable
Other debt	(d)		384		—				—				384				Variable				251		—		—		251		Variable
Totals			1,364,159		(262)				(9,668)				1,354,229								1,424,026		(340)		(11,196)		1,412,490
less: Current portion			(8,119)		—				—				(8,119)								(8,103)		—		—		(8,103)
Long-term debt			$	1,356,040	$	(262)			$	(9,668)			$	1,346,110							$	1,415,923	$	(340)	$	(11,196)	$	1,404,387

~~(1)~~Interest ~~Accumulated~~expense ~~impairment~~for ~~charges~~the atthree ~~June~~months 30ended December 31, 2025 and ~~September 30,~~ 2024 ~~were~~consists ~~$250,612~~of ~~and~~the ~~$114,000, respectively.~~following:

(2) The increase is due to final purchase price allocation adjustments recorded during the nine months ended June 30, 2025 related to the 2024 Pope acquisition.


		Three Months Ended December 31, 2025										Three Months Ended December 31, 2024
		Effective Interest Rate		Cash Interest		Amort. Debt (Premium)/Discount		Amort. Debt Issuance Costs & Other Fees		Total Interest Expense		Effective Interest Rate		Cash Interest		Amort. Debt (Premium)/Discount		Amort. Debt Issuance Costs & Other Fees		Total Interest Expense
Senior notes due 2028	(a)	5.9	%	$	14,012	$	(12)	$	505	$	14,505	5.9	%	$	14,012	$	(12)	$	505	$	14,505
Term Loan B due 2029	(b)	6.5	%	6,873		35		313		7,221		7.3	%	8,055		35		313		8,403
Revolver due 2028	(b)	Variable		248		—		186		434		Variable		1,877		—		186		2,063
Non US lines of credit	(c)	Variable		80		—		25		105		Variable		2		—		2		4

Other long term debt	(d)	Variable		7		—		—		7		Variable		59		—		—		59
Capitalized interest				(168)		—		—		(168)				(147)		—		—		(147)
Totals				$	21,052	$	23	$	1,029	$	22,104			$	23,858	$	23	$	1,006	$	24,887

In connection with the preparation of our financial statements for the quarter ended June 30, 2025, indicators of impairment were present for our Hunter Fan indefinite-lived intangible asset as discussed above. As such, we determined the fair value of Hunter Fan's indefinite-lived intangible asset by using a relief from royalty method, which estimates the value of a trademark by discounting to present value the hypothetical royalty payments that are saved by owning the asset rather than licensing it. We compared the estimated fair values to their carrying amounts, resulting in a pre-tax, non-cash impairment charge of $107,000 to the carrying amount of Hunter Fan's trademark. There were no other indicators of impairment for the Company's remaining indefinite-lived intangible assets. The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets:

	At June 30, 2025					At September 30, 2024
	Gross Carrying Amount		AccumulatedAmortization		AverageLife(Years)	Gross Carrying Amount		AccumulatedAmortization
Customer relationships & other	$	449,846	$	147,304	17	$	450,784	$	134,296
Technology and patents	18,111		10,829		10	17,350		6,859
Total amortizable intangible assets	467,957		158,133			468,134		141,155
Trademarks	184,019		—			291,803		—
Total intangible assets	$	651,976	$	158,133		$	759,937	$	141,155

The gross carrying amount of intangible assets was impacted by $962 related to unfavorable foreign currency translation.

Amortization expense for intangible assets was $5,848 and $5,858 for the quarters ended June 30, 2025 and 2024, respectively, and $17,404 and $16,995 for the nine months ended June 30, 2025 and 2024, respectively. Amortization expense for the remainder of 2025 and the next five fiscal years and thereafter, based on current intangible balances and classifications, is estimated as follows: remaining in 2025 - $5,305; 2026 - $22,708; 2027 - $22,107; 2028 - $22,107; 2029 - $22,107; 2030 - $22,107; thereafter $193,383.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

~~NOTE~~(a) During 92020, –Griffon ~~INCOME~~issued, ~~TAXES~~at par, $1,000,000 of 5.75% Senior Notes due 2028 (the “Senior Notes”). Proceeds from the Senior Notes were used to redeem $1,000,000 of 5.25% Senior Notes due in 2022. In connection with the issuance and exchange of the Senior Notes, Griffon capitalized $16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes. During 2022, Griffon purchased $25,225 of Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161. As of December 31, 2025, outstanding Senior Notes due totaled $974,775; interest is payable semi-annually on March 1 and September 1.

~~During~~The ~~the~~Senior ~~quarter~~Notes ~~ended~~are ~~June 30,~~senior ~~2025,~~unsecured ~~the~~obligations ~~Company recognized a tax benefit~~ of ~~$29,061~~Griffon onguaranteed aby ~~loss~~certain ~~before~~domestic ~~taxes of $149~~subsidiaries,~~200,~~ ~~compared~~and subject to acertain ~~tax provision of $19~~covenants,~~923~~ onlimitations ~~income~~and ~~before taxes of $61,009 in the prior year quarter~~restrictions. The ~~current~~Senior ~~year~~Notes ~~quarter~~were ~~results~~registered ~~included~~under ~~goodwill~~the ~~and~~Securities ~~intangible~~Act ~~asset impairments~~ of ~~$243~~1933,~~612~~ ~~($217,154,~~as ~~net~~amended ~~of tax); strategic review costs - retention and other of $1,033~~ (~~$773,~~the ~~net~~"Securities ~~of tax~~Act"); ~~gain~~via onan ~~sale~~exchange ~~of real estate of $122 ($90, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $28,451~~offer. The ~~prior~~fair ~~year~~value ~~quarter~~of ~~results~~the ~~included~~Senior ~~restructuring~~Notes ~~charges~~approximated of $18972,~~688~~338 ~~($13~~on December 31,~~991,~~ ~~net~~2025 ofbased ~~tax);~~upon ~~strategic~~quoted ~~review~~market ~~costs~~prices -(Level ~~retention and other of $~~1~~,870~~ ~~($1,390, net of tax~~inputs);. ~~loss~~At ~~on debt extinguishment of $1~~December 31,~~700~~ ~~($1~~2025,~~292,~~ ~~net of tax); loss on sale of real estate of~~ $~~725 ($520~~4,376 ~~net~~ of ~~tax);~~underwriting ~~and~~fees ~~discrete~~ and ~~certain~~ other ~~tax~~expenses ~~provisions,~~incurred ~~net,~~remained ~~that~~to ~~affect~~be ~~comparability of $2,247~~amortized. ~~Excluding~~ ~~these items, the effective tax rates for the quarters ended June 30, 2025 and 2024 were 27.4% and 27.9%, respectively.~~

~~During~~(b) On ~~the~~January ~~nine months ended June 30~~24, ~~2025~~2022, ~~the~~Griffon ~~Company~~amended ~~recognized~~and arestated ~~tax~~its ~~provision~~Credit ofAgreement ~~$19,383~~(the on"Credit ~~income~~Agreement") ~~before~~to ~~taxes~~provide offor ~~$26,857, compared to~~ a ~~tax~~new ~~provision of~~ $62800,~~318~~000 onTerm ~~income~~Loan ~~before~~B ~~taxes of $209~~facility,~~724~~ indue ~~the~~January ~~comparable~~24, ~~prior year period. The nine month period ended June 30~~2029, ~~2025~~in ~~included~~addition ~~goodwill~~to ~~and~~the ~~intangible~~revolving ~~asset~~credit ~~impairments~~facility ~~of $243,612~~ (~~$217,154,~~the ~~net of tax~~"Revolver"); ~~strategic~~provided ~~review~~for ~~costs~~under -the ~~retention~~Credit ~~and~~Agreement. ~~other~~The ofTerm ~~$3,883~~Loan ~~($2,886,~~B ~~net~~facility ofwas ~~tax);~~issued ~~gain~~at on99.75% ~~sale~~ of ~~real~~par ~~estate~~value. ~~of $8~~Additionally,~~279~~ ~~($6,169,~~during ~~net~~2024 ofGriffon ~~tax);~~further ~~and~~amended ~~discrete~~its ~~and~~Credit ~~other~~Agreement ~~tax~~to ~~benefits,~~favorably ~~net,~~reprice ~~that~~the ~~affect~~Term ~~comparability~~Loan ofB ~~$28,626~~facility. The ~~nine~~amendment ~~month~~reduced ~~period~~the ~~ended~~margin ~~June 30,~~above ~~2024~~Secured ~~included~~Overnight ~~restructuring~~Financing ~~charges~~Rate ~~of $33,489~~ (~~$24,973, net of tax~~"SOFR"); ~~strategic~~by ~~review - retention and other of $9~~0.25%,~~204~~ ~~($6,887,~~eliminated ~~net~~the ofcredit ~~tax);~~spread ~~loss~~adjustment ~~on debt extinguishment of $1,700 ($1,292, net of tax); loss on sale of real estate of $167 ($105, net of tax);~~ and ~~discrete~~reduced ~~and certain other tax provisions, net, that affect comparability of $2,640. Excluding these items,~~ the ~~effective~~SOFR ~~tax~~floor ~~rates~~from ~~for the nine months ended June 30, 2025 and 2024 were 27~~0.650% ~~and~~to ~~27.9~~0%~~, respectively~~.

OnThe ~~July~~Term 4,Loan ~~2025,~~B ~~the~~bears ~~One~~interest ~~Big~~at ~~Beautiful~~the ~~Bill~~Term ~~Act~~SOFR ~~("OBBBA")~~rate ~~was~~plus ~~enacted~~a inspread ~~the~~of U2.S00% (5.68% as of December 31, 2025). The ~~OBBBA~~Term ~~includes~~Loan ~~significant~~B ~~tax~~facility ~~related~~continues ~~provisions,~~to ~~such~~require asnominal ~~the~~quarterly ~~permanent~~principal ~~extension~~payments of ~~certain~~$2,000, ~~expiring~~potential ~~provisions~~additional annual principal payments based on a percentage of ~~the~~excess ~~Tax~~cash ~~Cuts~~flow and ~~Jobs~~certain ~~Act,~~secured ~~modifications~~leverage tothresholds ~~the~~and ~~international~~a ~~tax~~final ~~framework~~balloon ~~and~~payment ~~the~~due ~~restoration~~at ofmaturity. Term ~~favorable~~Loan ~~tax~~B ~~treatment~~borrowings ~~for~~may ~~certain~~generally ~~business~~be ~~provisions~~repaid without penalty. Once repaid, Term Loan B borrowings may not be reborrowed. The ~~legislation~~Term ~~has~~Loan ~~multiple~~B ~~effective~~facility ~~dates,~~is ~~with~~subject ~~certain~~to ~~provisions~~the ~~effective~~same inaffirmative and negative covenants that apply to the ~~Company's~~Revolver ~~fiscal~~(as ~~year~~described ~~2025~~below), ~~and~~but ~~others~~is ~~implemented~~not ~~through~~subject ~~2027~~to any financial maintenance covenants. ~~The~~Term ~~Company~~Loan isB ~~currently~~borrowings ~~evaluating~~are secured by the ~~OBBBA~~same ~~and~~collateral ~~does~~that ~~not~~secures ~~expect~~borrowings aunder ~~material~~the ~~impact~~Revolver, on ~~its~~an ~~financial~~equal ~~position~~and orratable ~~results~~basis. The fair value of ~~operations~~the Term Loan B facility approximated $390,459 on December 31, 2025 based upon quoted market prices (Level 1 inputs).

During the quarter ended December 31, 2025, Griffon prepaid $58,000 of the aggregate principal amount outstanding under the Term Loan B facility, in addition to the required principal payment of $2,000. In connection with this prepayment Griffon recognized a $556 loss on debt extinguishment, $500 related to the write-off of underwriting fees and other expenses and $56 of the original issue discount. Since the inception of the loan, Griffon has prepaid $383,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. As of December 31, 2025, the Term Loan B outstanding balance was $389,000. At December 31, 2025, unamortized costs of $3,356 related to existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan.

On August 1, 2023, Griffon amended and restated the Credit Agreement to increase the maximum borrowing availability under the Revolver from $400,000 to $500,000 and extend the maturity date of the Revolver from March 22, 2025 to August 1, 2028. In the event the Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027. The amendment also modified certain other provisions of the Credit Agreement, including increasing the letter of credit sub-facility under the Revolver from $100,000 to $125,000 and increasing the customary accordion feature from a minimum of $375,000 to a minimum of $500,000. The Revolver also includes a multi-currency sub-facility of $200,000.

Borrowings under the Revolver may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a SOFR, Sterling Overnight Index Average ("SONIA") or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance. Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.75% (5.53% at December 31, 2025); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.75% (5.51% at December 31, 2025); and base rate loans accrue interest at prime rate plus a margin of 0.75% (7.50% at December 31, 2025).

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

~~NOTE~~At 10December 31, –2025, ~~LONG-TERM~~under ~~DEBT~~the Credit Agreement, there were no outstanding borrowings on the Revolver; outstanding standby letters of credit were $14,328; and $485,672 was available, subject to certain loan covenants, for borrowing at that date.

~~Debt~~The atRevolver ~~June 30~~has certain financial maintenance tests including a maximum total leverage ratio, ~~2025~~a maximum senior secured leverage ratio and ~~September 30~~a minimum interest coverage ratio, ~~2024~~as ~~consisted~~well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Both the ~~following:~~Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors.

		At June 30, 2025										At September 30, 2024
		Outstanding Balance		Original Issuer Premium/(Discount)		Capitalized Fees & Expenses		Balance Sheet		Coupon Interest Rate			Outstanding Balance		Original Issuer Premium/(Discount)		Capitalized Fees & Expenses		Balance Sheet		Coupon Interest Rate
Senior notes due 2028	(a)	$	974,775	$	133	(5,386)		$	969,522	5.75	%		$	974,775	$	169	$	(6,900)	$	968,044	5.75	%
Term Loan B due 2029	(b)	451,000		(495)		(4,482)		446,023		Variable			457,000		(599)		(5,420)		450,981		Variable
Revolver due 2028	(b)	37,500		—		(2,300)		35,200		Variable			107,500		—		(2,859)		104,641		Variable
Non US lines of credit	(c)	—		—		(61)		(61)		Variable			—		—		(2)		(2)		Variable
Other long term debt	(d)	294		—		—		294		Variable			410		—		(22)		388		Variable
Totals		1,463,569		(362)		(12,229)		1,450,978					1,539,685		(430)		(15,203)		1,524,052
less: Current portion		(8,123)		—		—		(8,123)					(8,155)		—		—		(8,155)
Long-term debt		$	1,455,446	$	(362)	$	(12,229)	$	1,442,855				$	1,531,530	$	(430)	$	(15,203)	$	1,515,897

(c) In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility, which expired in December 2024. In January 2025, Garant entered into a new CAD 20,000 revolving credit facility that was renewed in January 2026 and is renewable annually upon mutual agreement with the lender. The new facility accrues interest at Canadian Overnight Repo Rate Average (“CORRA”) plus a credit adjustment spread and a margin of 1.2% (3.80% as of December 31, 2025). At December 31, 2025, there were no outstanding borrowings under the revolving credit facility with CAD 20,000 ($14,618 as of December 31, 2025) available.

~~Interest~~During ~~expense~~2023, ~~for~~Griffon ~~the~~Australia ~~three~~Holdings Pty Ltd and ~~nine~~its ~~months~~Australian ~~ended~~subsidiaries ~~June~~ (collectively, "Griffon Australia") amended its AUD 15,000 receivable purchase facility to AUD 30,000. The receivable purchase facility was renewed in March 2025 and ~~2024~~now ~~consists~~matures in March 2026, but is renewable annually upon mutual agreement with the lender. The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25% per annum (4.80% at December 31, 2025). At December 31, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($20,109 as of December 31, 2025) available. The receivable purchase facility is secured by substantially all of the ~~following:~~assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level.

		Three Months Ended June 30, 2025										Three Months Ended June 30, 2024
		Effective Interest Rate		Cash Interest		Amort. Debt (Premium)/Discount		Amort. Debt Issuance Costs & Other Fees		Total Interest Expense		Effective Interest Rate		Cash Interest		Amort. Debt (Premium)/Discount		Amort.Debt Issuance Costs& Other Fees		Total Interest Expense
Senior notes due 2028	(a)	6.0	%	$	14,013	$	(12)	$	505	$	14,506	6.0	%	$	14,013	$	(12)	$	505	$	14,506
Term Loan B due 2029	(b)	6.8	%	7,363		35		313		7,711		8.2	%	9,070		43		331		9,444
Revolver due 2028	(b)	Variable		1,808		—		186		1,994		Variable		3,114		—		186		3,300
Non US lines of credit	(c)	Variable		39		—		27		66		Variable		19		—		3		22
Other long term debt	(d)	Variable		73		—		—		73		Variable		61		—		—		61
Capitalized interest				(213)		—		—		(213)				(309)		—		—		(309)
Totals				$	23,083	$	23	$	1,031	$	24,137			$	25,968	$	31	$	1,025	$	27,024

(d) The balance in other long-term debt consists of finance leases.

At December 31, 2025, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

NOTE 10 — SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION

During the three months ended December 31, 2025, the Company paid a quarterly cash dividend of $0.22 per share. During fiscal year 2025, the Company paid four quarterly cash dividends of $0.18 per share, totaling $0.72. For all dividends, a dividend payable is established for the holders of restricted shares; such dividends will be released upon vesting of the underlying restricted shares. At December 31, 2025, accrued dividends were $1,855.

The Company currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends. Dividends paid on shares in Griffon's Employee Stock Ownership Plan (the “ESOP”) through December 31, 2024 were used to offset ESOP loan payments and recorded as a reduction of debt service payments and compensation expense. The ESOP loan was paid in full as of December 31, 2024 and dividends paid after that date are paid in cash directly to participant accounts.

The ESOP was frozen as of September 30, 2024; this means that, for plan years after this date, no additional employees will become participants under the ESOP and no new voluntary contributions will be made to the ESOP. Prior to this date, all U.S. employees of Griffon, who were not members of a collective bargaining unit, were automatically eligible to participate in the plan on the October 1st following completion of one qualifying year of service (as defined in the plan). During the three months ended December 31, 2024 the final loan payment was made by the ESOP to the Company and compensation expense for the period was fully offset by dividends paid. As of December 31, 2025, there were 3,903,275 shares of common stock in the ESOP, all of which were allocated to participant accounts.

On February 4, 2026, the Board of Directors declared a quarterly cash dividend of $0.22 per share, payable on March 18, 2026 to shareholders of record as of the close of business on February 27, 2026.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

		Nine Months Ended June 30, 2025										Nine Months Ended June 30, 2024
		Effective Interest Rate		Cash Interest		Amort. Debt (Premium)/Discount		Amort. Debt Issuance Costs & Other Fees		Total Interest Expense		Effective Interest Rate		Cash Interest		Amort. Debt (Premium)/Discount		Amort. Debt Issuance Costs & Other Fees		Total Interest Expense
Senior notes due 2028	(a)	6.0	%	$	42,045	$	(36)	$	1,515	$	43,524	6.0	%	$	42,037	$	(36)	$	1,515	$	43,516
Term Loan B due 2029	(b)	7.0	%	22,746		104		938		23,788		8.2	%	27,314		128		992		28,434
Revolver due 2028	(b)	Variable		5,354		—		559		5,913		Variable		6,253		—		559		6,812
Non US lines of credit	(c)	Variable		113		—		44		157		Variable		33		—		11		44
Other long term debt	(d)	Variable		151		—		—		151		Variable		478		—		1		479
Capitalized interest				(579)		—		—		(579)				(813)		—		—		(813)
Totals				$	69,830	$	68	$	3,056	$	72,954			$	75,302	$	92	$	3,078	$	78,472

On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan (the "Original Incentive Plan") pursuant to which, among other things, awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted. On January 31, 2018, shareholders approved Amendment No. 1 to the Original Incentive Plan pursuant to which, among other things, 1,000,000 shares were added to the Original Incentive Plan; on January 30, 2020, shareholders approved Amendment No. 2 to the Original Incentive Plan, pursuant to which 1,700,000 shares were added to the Original Incentive Plan; on February 17, 2022, shareholders approved the Amended and Restated 2016 Equity Incentive Plan (the “Amended Incentive Plan”), which amended and restated the Original Incentive Plan and pursuant to which, among other things, 1,200,000 shares were added to the Original Incentive Plan; and on March 20, 2024, shareholders approved an amendment to add 2,600,000 shares to the Amended Incentive Plan. Options granted under the Amended Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Amended Incentive Plan is 8,850,000 (600,000 of which may be issued as incentive stock options), plus (i) any shares that were reserved for issuance under the Original Incentive Plan as of the effective date of the Original Incentive Plan, and (ii) any shares underlying awards outstanding on such date under the 2011 Incentive Plan that were subsequently canceled or forfeited. As of December 31, 2025, there were 1,268,348 shares available for grant.

Compensation expense for restricted stock and restricted stock units is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares or units granted multiplied by the stock price on the date of grant, and for performance shares, including performance units, the likelihood of achieving the performance criteria. The Company recognizes forfeitures as they occur. Compensation expense for restricted stock granted to four senior executives is calculated as the target number of shares granted, upon achieving certain performance criteria or market conditions multiplied by the grant date fair value. The Monte Carlo Simulation Model is used to estimate the grant-date fair value of restricted stock awards that include market conditions. Compensation cost related to stock-based awards with graded vesting, generally over a period of three years, is recognized using the straight-line attribution method and recorded within SG&A expenses. The Company’s compensation expense relating to all stock-based incentive plans was $6,427 and $5,378 for the three months ended December 31, 2025 and 2024, respectively.

During the first quarter of 2026, Griffon granted 147,398 shares of restricted stock and restricted stock units to 29 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $9,855, or a weighted average fair value of $66.86 per share. During the first quarter of 2026, Griffon also granted 531,456 shares of restricted stock to four senior executives with a vesting period of thirty-six months and a two-year post-vesting holding period, subject to the achievement of certain performance conditions relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index. So long as the minimum performance conditions are attained, the amount of shares that can vest will range from a minimum of 88,578 to a maximum of 531,456, with the target number of shares being 177,152. The total estimated fair value of these restricted shares, assuming achievement of the performance conditions at target, is $14,326, or a weighted average fair value of $80.87 per share (based on the target number of shares).

On November 13, 2024, Griffon announced that the Board of Directors approved an additional increase of $400,000 to its share repurchase authorization. Under the authorized share repurchase program, the Company may, from time to time, purchase shares of its common stock in the open market, including pursuant to a 10b5-1 plan, pursuant to an accelerated share repurchase program or issuer tender offer, or in privately negotiated transactions. Share repurchases during the quarter ended December 31, 2025 totaled 246,737 shares of common stock, for a total of $18,063, or an average of $73.21 per share, excluding excise taxes of $181. As of December 31, 2025, $279,950 remains available under Griffon's Board authorized repurchase program.

During the quarter ended December 31, 2025, 159,856 shares, with a market value of $11,989, or an average of $75.00 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. This excludes excise tax benefits of $143.

During the quarter ended December 31, 2025, $181 was accrued for excise taxes for share repurchases, which was partially offset by the reversal of $143 of excise taxes to adjust for a benefit related to employee vesting. As of December 31, 2025, $732 was accrued for excise taxes for share repurchases.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

~~(a) During~~NOTE ~~2020,~~11 ~~Griffon~~– ~~issued,~~EARNINGS atPER ~~par,~~SHARE ~~$1,000,000 of 5.75% Senior Notes due 2028~~ (~~the “2028 Senior Notes”~~EPS). Proceeds from the 2028 Senior Notes were used to redeem $1,000,000 of 5.25% Senior Notes due in 2022. In connection with the issuance and exchange of the 2028 Senior Notes, Griffon capitalized $16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes. During 2022, Griffon purchased $25,225 of 2028 Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161. As of June 30, 2025, outstanding 2028 Senior Notes due totaled $974,775; interest is payable semi-annually on March 1 and September 1.

~~The~~Basic ~~2028~~EPS ~~Senior~~was ~~Notes~~calculated ~~are senior unsecured obligations of Griffon guaranteed~~ by ~~certain~~dividing ~~domestic~~income ~~subsidiaries,~~available ~~and subject~~ to ~~certain~~common ~~covenants,~~shareholders ~~limitations~~by ~~and~~the ~~restrictions. The~~weighted ~~2028~~average ~~Senior~~number ~~Notes~~of ~~were~~shares ~~registered under the Securities Act~~ of ~~1933,~~common asstock ~~amended~~outstanding (during the ~~"Securities Act") via an exchange offer~~period. ~~The~~ ~~fair~~Diluted ~~value~~EPS ofwas ~~the~~calculated ~~2028~~by ~~Senior~~dividing ~~Notes~~income ~~approximated~~available ~~$971,120~~to oncommon ~~June 30,~~shareholders ~~2025~~by ~~based~~the ~~upon~~weighted ~~quoted~~average ~~market~~number ~~prices~~of ~~(Level~~shares 1of ~~inputs).~~common Atstock ~~June 30,~~outstanding ~~2025,~~plus ~~$5,386~~additional ofcommon ~~underwriting~~shares ~~fees~~that ~~and~~could ~~other~~be ~~expenses~~issued ~~incurred~~in ~~remained~~connection towith bestock-based ~~amortized~~compensation.

~~(b) On~~The ~~January~~following ~~24,~~table ~~2022,~~is ~~Griffon amended and restated its Credit Agreement (the "Credit Agreement") to provide for~~ a ~~new~~reconciliation ~~$800,000~~of ~~Term Loan B facility, due January 24, 2029, in addition to~~ the ~~revolving~~share ~~credit~~amounts ~~facility~~ (~~the~~in ~~"Revolver"~~thousands) ~~provided~~used ~~for~~in ~~under~~computing ~~the~~earnings ~~Credit~~per Agreement. The Term Loan B facility was issued at 99.75% of par value. Since that time, Griffon prepaid $325,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. As of June 30, 2025, the Term Loan B outstanding balance was $451,000.share:

On June 26, 2024, Griffon further amended its Credit Agreement to favorably reprice the Term Loan B facility. The amendment reduced the margin above Secured Overnight Financing Rate ("SOFR") by 0.25%, eliminated the credit spread adjustment and reduced the SOFR floor from 0.50% to 0%. In connection with the amendment, Griffon recognized a $1,700 loss on debt extinguishment primarily consisting of the write-off of unamortized debt issuance costs and original issue discount related to portions of the Term Loan B facility that were repaid and then reborrowed from new lenders. At June 30, 2025, $4,482 of costs incurred remained to be amortized.


	Three Months Ended December 31,
	2025	2024
Common shares outstanding	46,574	48,122

Non-vested restricted stock	(1,877)	(2,677)
Impact of weighted average shares	(42)	93
Weighted average shares outstanding - basic	44,655	45,538
Incremental shares from stock-based compensation	1,110	2,003
Weighted average shares outstanding - diluted	45,765	47,541

~~The~~NOTE ~~Term~~12 ~~Loan~~– BREPORTABLE bears interest at the Term SOFR rate plus a spread of 2.25% (6.58% as of June 30, 2025). The Term Loan B facility continues to require nominal quarterly principal payments of $2,000, potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds and a final balloon payment due at maturity. Term Loan B borrowings may generally be repaid without penalty. Once repaid, Term Loan B borrowings may not be reborrowed. The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver (as described below), but is not subject to any financial maintenance covenants. Term Loan B borrowings are secured by the same collateral that secures borrowings under the Revolver, on an equal and ratable basis. The fair value of the Term Loan B facility approximated $451,564 on June 30, 2025 based upon quoted market prices (Level 1 inputs). SEGMENTS

On ~~August 1, 2023,~~ Griffon ~~amended~~reports ~~and~~its ~~restated~~operations ~~the~~through ~~Credit~~two ~~Agreement~~reportable ~~to increase the maximum borrowing availability under the Revolver from $400~~segments,~~000~~ toas $500,000 and extend the maturity date of the Revolver from March 22, 2025 to August 1, 2028. In the event the 2028 Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027. The amendment also modified certain other provisions of the Credit Agreement, including increasing the letter of credit sub-facility under the Revolver from $100,000 to $125,000 and increasing the customary accordion feature from a minimum of $375,000 to a minimum of $500,000. The Revolver also includes a multi-currency sub-facility of $200,000. follows:

~~Borrowings~~•Home ~~under~~and ~~the~~Building ~~Revolver~~Products ~~may~~("HBP") beconducts ~~repaid~~its ~~and~~operations ~~re-borrowed~~through atClopay. ~~any~~Founded ~~time.~~in ~~Interest~~1964, Clopay is ~~payable~~the onlargest ~~borrowings~~manufacturer atand ~~either~~marketer aof ~~SOFR,~~garage ~~Sterling~~doors ~~Overnight~~and ~~Index~~rolling ~~Average~~steel ~~("SONIA")~~doors orin ~~base~~North ~~rate~~America. Residential ~~benchmark~~and ~~rate,~~commercial ~~plus~~sectional angarage ~~applicable~~doors ~~margin,~~are ~~which~~sold ~~adjusts~~through ~~based~~professional ondealers ~~financial~~and ~~performance.~~leading ~~Griffon's~~home ~~SOFR~~center ~~loans~~retail ~~accrue~~chains ~~interest~~throughout atNorth ~~Term~~America ~~SOFR~~under ~~plus~~the abrands ~~credit~~Clopay, ~~adjustment~~Ideal, ~~spread~~ and ~~a margin of 2~~Holmes.~~00%~~ ~~(6.43%~~Rolling atsteel ~~June 30,~~door ~~2025)~~ and ~~base~~grille ~~rate~~products ~~loans~~designed ~~accrue~~for ~~interest~~commercial, atindustrial, ~~prime~~institutional, ~~rate~~and ~~plus~~retail ause ~~margin~~are ofsold ~~1.00%~~under ~~(8.50%~~the ~~at June 30~~Clopay, ~~2025)~~Cornell and Cookson brands.

At•Consumer ~~June 30,~~and ~~2025,~~Professional ~~under~~Products ~~the~~(“CPP”) ~~Credit~~is ~~Agreement,~~a ~~there~~global ~~was~~provider ~~$37,500~~of inbranded ~~outstanding~~consumer ~~borrowings~~and onprofessional ~~the Revolver~~tools; ~~outstanding~~residential, ~~standby~~industrial ~~letters~~and ofcommercial ~~credit~~fans; ~~were~~home ~~$12,990~~storage and organization products; and ~~$449,510~~products ~~was~~that ~~available,~~enhance ~~subject~~indoor toand ~~certain~~outdoor ~~loan~~lifestyles. ~~covenants~~CPP sells products globally through a portfolio of leading brands including AMES, ~~for~~since ~~borrowing~~1774, atHunter, ~~that~~since ~~date~~1886, True Temper, and ClosetMaid.

Information on Griffon’s reportable segments is as follows:


	For the Three Months Ended December 31,
REVENUE	2025		2024
Home and Building Products	$	408,004	$	395,401
Consumer and Professional Products	241,084		236,970
Total revenue	$	649,088	$	632,371

Griffon defines our reportable segments based on the way the Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and assessing segment performance. The CODM evaluates performance and allocates resources based on segment adjusted EBITDA, a non-GAAP measure, defined as income before taxes, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, and acquisition related expenses, as well as other items that may affect comparability, as applicable. Segment adjusted EBITDA also excludes unallocated amounts, mainly corporate overhead. Griffon believes this information is useful to investors for the same reason.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

The ~~Revolver~~following ~~has~~two ~~certain~~tables ~~financial~~provide ~~maintenance tests including~~ a ~~maximum~~reconciliation ~~total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events~~ of ~~default.~~revenue ~~The negative covenants place limits on Griffon's ability~~ to, ~~among~~segment ~~other~~adjusted ~~things,~~EBITDA ~~incur indebtedness, incur liens,~~ and ~~make~~segment ~~restricted~~adjusted ~~payments~~EBITDA ~~and~~to ~~investments.~~income ~~Both~~before the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors.taxes:

(c) In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility, which expired in December 2024. In January 2025, Garant entered into a new CAD 20,000 revolving credit facility that matures in January 2026 but is renewable upon mutual agreement with the lender. The new facility accrues interest at Canadian Overnight Repo Rate Average ("CORRA") plus a credit adjustment spread and a margin of 1.2% (4.25% as of June 30, 2025). At June 30, 2025 there was no balance outstanding under the facility with CAD 20,000 ($14,640 as of June 30, 2025) available for borrowing. The facility is secured by substantially all of the assets of Garant. Garant is required to maintain a certain minimum equity and a minimum interest coverage ratio.


	Home and Building Products				Consumer and Professional Products
	For the Three Months Ended December 31,				For the Three Months Ended December 31,
	2025		2024		2025		2024
Revenue	$	408,004	$	395,401	$	241,084	$	236,970
Adjusted costs of goods and services (1)	(216,965)		(201,728)		(165,358)		(166,367)
Adjusted selling, general and administrative expenses (2)	(72,594)		(70,694)		(66,196)		(65,841)
Depreciation and amortization	4,401		4,275		11,129		11,218
Other segment items (3)	(11)		(212)		1,071		2,212
Segment adjusted EBITDA (4)	$	122,835	$	127,042	$	21,730	$	18,192

During 2023, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 15,000 receivable purchase facility to AUD 30,000. The receivable purchase facility was renewed as of March 2025 and now matures in March 2026, but is renewable upon mutual agreement with the lender. The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25% (4.86% at June 30, 2025). At June 30, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($19,617 as of June 30, 2025) available for borrowing. The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level.


	For the Three Months Ended December 31,
	2025		2024
Segment adjusted EBITDA:
Home and Building Products	$	122,835	$	127,042
Consumer and Professional Products	21,730		18,192



Segment adjusted EBITDA	144,565		145,234
Unallocated amounts, excluding depreciation(5)	(14,984)		(14,042)

Net interest expense	(21,747)		(24,481)
Depreciation and amortization	(15,703)		(15,614)
Impact of retirement plan events	(1,609)		—
Loss from debt extinguishment	(556)		—

Gain on sale of real estate	—		7,974
Strategic review - retention and other	—		(1,651)





Income before taxes	$	89,966	$	97,420

_____________________________

(d1) In ~~February~~Adjusted ~~2024,~~costs ~~Griffon~~of ~~repaid~~goods inand ~~full~~services aexcludes ~~loan~~items ~~with~~that ~~the~~may ~~Pennsylvania~~affect ~~Industrial~~comparability, ~~Development~~as ~~Authority.~~applicable, ~~The~~and ~~balance~~includes indepreciation ~~other~~and ~~long-term debt consists primarily of finance leases~~amortization.

At(2) ~~June 30,~~Adjusted ~~2025~~selling, ~~Griffon~~general and ~~its~~administrative ~~subsidiaries~~expenses ~~were~~excludes instrategic ~~compliance~~review ~~with~~- ~~the~~retention ~~terms~~ and ~~covenants~~other ofexpenses, ~~its~~and ~~credit~~includes depreciation and ~~loan agreements~~amortization.

~~NOTE~~(3) 11The —Other ~~SHAREHOLDERS’~~segment ~~EQUITY~~items ~~AND~~category ~~EQUITY~~includes ~~COMPENSATION~~rental income, foreign exchange gains/losses and other miscellaneous expenses.

~~During~~(4) ~~the~~Segment ~~nine~~adjusted ~~months~~EBITDA ~~ended~~includes ~~June 30,~~other ~~2025,~~income ~~the~~and ~~Company~~excludes ~~paid three quarterly cash dividends each for $0.18 per share each. During 2024~~depreciation, ~~the~~amortization ~~Company~~and ~~paid~~normalized ~~four quarterly cash dividends each for $0~~items.~~15 per share, totaling $0.60 per share.~~

~~The~~(5) ~~Company~~Unallocated ~~currently~~amounts ~~intends~~mainly toconsists ~~pay dividends each quarter; however, payment~~ of ~~dividends~~corporate isoverhead ~~determined~~costs bymaintained ~~the Board of Directors~~ at ~~its~~the ~~discretion~~corporate ~~based on various factors~~level, ~~and~~which noare ~~assurance~~not ~~can~~allocated ~~be provided as~~ to the ~~payment~~business ~~of future dividends~~segments. These ~~Dividends~~expenses ~~paid~~include onequity-based ~~shares~~compensation incosts, ~~Griffon's~~expenses ~~Employee~~relating ~~Stock Ownership Plan (the “ESOP”) were used~~ to ~~offset~~treasury, ~~ESOP~~accounting, ~~compensation~~consulting, ~~expense.~~advisory, ~~For all dividends~~legal, atax ~~dividend~~and ~~payable~~audit, isinsurance, ~~established~~financial ~~for~~reporting ~~the~~services ~~holders~~and ofvarious ~~restricted~~administrative ~~shares;~~expenses ~~such~~related ~~dividends~~to ~~will~~corporate ~~be released upon vesting of the underlying restricted shares~~headquarters.

The ESOP was frozen as of September 30, 2024; this means that, for plan years after this date, no additional employees will become participants under the ESOP and no new voluntary contributions will be made to the ESOP. Prior to this date, the Company’s U.S. employees who were not members of a collective bargaining agreement and met certain eligibility requirements became participants in the ESOP. During the first quarter ended December 31, 2024 the final loan payment was made by the ESOP to the Company and compensation expense for the period was fully offset by dividends paid. As of December 31, 2024 there were 4,166,038 shares of common stock in the ESOP, all of which were allocated to participant accounts.

On August 5, 2025, the Board of Directors declared a quarterly cash dividend of $0.18 per share, payable on September 16, 2025 to shareholders of record as of the close of business on August 29, 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan (the "Original Incentive Plan") pursuant to which, among other things, awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted. On January 31, 2018, shareholders approved Amendment No. 1 to the Original Incentive Plan pursuant to which, among other things, 1,000,000 shares were added to the Original Incentive Plan; on January 30, 2020, shareholders approved Amendment No. 2 to the Original Incentive Plan, pursuant to which 1,700,000 shares were added to the Original Incentive Plan; on February 17, 2022, shareholders approved the Amended and Restated 2016 Equity Incentive Plan (the “Amended Incentive Plan”), which amended and restated the Original Incentive Plan and pursuant to which, among other things, 1,200,000 shares were added to the Original Incentive Plan; and on March 20, 2024, shareholders approved an amendment to add 2,600,000 shares to the Amended Incentive Plan. Options granted under the Amended Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100% of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Amended Incentive Plan is 8,850,000 (600,000 of which may be issued as incentive stock options), plus (i) any shares that were reserved for issuance under the Original Incentive Plan as of the effective date of the Original Incentive Plan, and (ii) any shares underlying awards outstanding on such date under the 2011 Incentive Plan that were subsequently canceled or forfeited. As of June 30, 2025, there were 1,889,293 shares available for grant.


	For the Three Months Ended December 31,
DEPRECIATION and AMORTIZATION	2025		2024
Segment:
Home and Building Products	$	4,401	$	4,275
Consumer and Professional Products	11,129		11,218



Total segment depreciation and amortization	15,530		15,493
Corporate	173		121
Total consolidated depreciation and amortization	$	15,703	$	15,614

	For the Three Months Ended December 31,
	2025		2024

CAPITAL EXPENDITURES
Segment:
Home and Building Products	$	5,208	$	8,831
Consumer and Professional Products	2,342		4,361



Total segment capital expenditures	7,550		13,192
Corporate	112		4,264
Total consolidated capital expenditures	$	7,662	$	17,456

Compensation expense for restricted stock and restricted stock units is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares or units granted multiplied by the stock price on the date of grant, and for performance shares, including performance units, the likelihood of achieving the performance criteria. The Company recognizes forfeitures as they occur. Compensation expense for restricted stock granted to four senior executives is calculated as the maximum number of shares granted, upon achieving certain performance criteria or market conditions, multiplied by the stock price as valued by a Monte Carlo Simulation Model. Compensation cost related to stock-based awards with graded vesting, generally over a period of 3 years, is recognized using the straight-line attribution method and recorded within SG&A expenses.


ASSETS	At December 31, 2025		At September 30, 2025
Segment assets:
Home and Building Products	$	757,973	$	770,072
Consumer and Professional Products(1)	1,172,427		1,164,957

Total segment assets	1,930,400		1,935,029
Corporate	118,414		122,607
Total continuing assets	2,048,814		2,057,636

Discontinued operations	5,988		6,001
Consolidated total	$	2,054,802	$	2,063,637

(1) The net book value of certain owned CPP manufacturing properties, which ceased operations and have met the criteria to be classified as held for sale, totaled $5,534 and $5,609 as of December 31, 2025 and September 30, 2025, respectively.

The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Restricted stock	$	5,968	$	4,699	$	17,861	$	13,576
ESOP1	—		2,353		—		6,150
Total stock-based compensation	$	5,968	$	7,052	$	17,861	$	19,726

________________________

1.During the nine months ended June 30, 2025, the final loan payment was made by the ESOP to the Company and compensation expense for the period was fully offset by dividends paid.

During the first quarter of 2025, Griffon granted 142,911 shares of restricted stock and restricted stock units ("RSUs") to 43 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $9,735, or a weighted average fair value of $68.12 per share. During the first quarter of 2025, Griffon also granted 436,947 shares of restricted stock to four senior executives with a vesting period of thirty-six months and a two-year post-vesting holding period, subject to the achievement of certain performance criteria or market conditions, relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index. So long as the minimum performance conditions are attained, the amount of shares that can vest will range from a minimum of 72,827 to a maximum of 436,947, with the target number of shares being 145,649. The total estimated fair value of these restricted shares, assuming achievement of the performance conditions at target, is $12,372, or a weighted average fair value of $84.95 per share. During the second quarter of 2025, Griffon granted 15,940 shares of restricted stock to non-employee directors of Griffon with a vesting period of one year and a fair value of $1,100, or a weighted average fair value of $69.03 per share. During the third quarter of 2025, there were no shares of restricted stock or RSUs granted.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

~~program~~Disaggregation ~~or issuer tender offer, or in privately negotiated transactions. Share repurchases during the quarter and nine months ended June 30, 2025 totaled 581,082 shares and 1,611,454 shares~~ of common stock, respectively, for a total of $40,257 and $113,125, respectively, or an average of $69.28 per share and $70.20 per share, respectively. This excludes excise taxes incurred for share repurchases of $396 and $1,112, for the quarter and nine months ended June 30, 2025, respectively. As of June 30, 2025, $319,568 remains available under Griffon's Board authorized repurchase program. Revenue

~~Share~~Revenue ~~repurchases~~from ~~during~~contracts ~~the~~with ~~quarter~~customers ~~and~~is ~~nine~~disaggregated ~~months~~by ~~ended~~end ~~June 30~~markets, ~~2024~~segments ~~totaled 283,479 shares~~ and 3geographic location,~~721,357~~ ~~shares~~as ofit ~~common~~more ~~stock,~~accurately ~~respectively,~~depicts ~~for~~the anature ~~total~~and amount of ~~$19,080~~the ~~and~~Company’s ~~$206,104,~~revenue. The ~~respectively,~~following ortable anpresents ~~average~~revenue ofdisaggregated ~~$67.31~~by ~~per~~end ~~share~~market and ~~$55.38 per share, respectively.~~segment:

The share repurchases during the nine months ended June 30, 2024 include the repurchase of 1,500,000 shares of common stock, par value $0.25 per share, by the Company on February 20, 2024 pursuant to a stock purchase and cooperation agreement executed by the Company and Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P. and four separately managed accounts of which Voss Capital, LLC is the investment manager, in a private transaction. The purchase price per share was $65.50, for an aggregate purchase price of $98,250.


	Three Months Ended December 31,
	2025		2024
Residential repair and remodel(1)	$	202,111	$	194,682
Commercial	173,414		166,867
Residential new construction(1)	32,479		33,852
Total Home and Building Products	408,004		395,401
Residential repair and remodel	68,202		70,259
Retail	47,340		47,263
Residential new construction	13,678		14,381
Industrial	14,066		13,854
International excluding North America	97,798		91,213
Total Consumer and Professional Products	241,084		236,970








Total Consolidated Revenue	$	649,088	$	632,371

_____________________

~~During~~(1) ~~the~~The ~~nine~~breakout ~~months~~between ~~ended~~residential ~~June 30,~~new ~~2025,~~construction ~~583,893~~and ~~shares,~~residential ~~with~~repair aand ~~market~~remodel ~~value~~contains ofcertain ~~$45,277,~~management ~~or $77.54 per share~~assumptions, ~~were~~such ~~withheld~~as tocustomer ~~settle employee taxes due upon the vesting of restricted stock,~~ and ~~were~~product ~~added to treasury stock~~type. There were no shares withheld to settle employee taxes due upon vesting of restricted stock during the three months ended June 30, 2025. This excludes excise tax benefits of $528 for the nine months ended June 30, 2025.

~~NOTE~~The 12following –table ~~EARNINGS~~presents ~~PER~~revenue ~~SHARE~~disaggregated ~~(EPS)~~by geography based on the location of the Company's customer:

Basic EPS (and diluted EPS in periods when a loss exists) was calculated by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with stock-based compensation.



	For the Three Months Ended December 31,
	2025						2024
	HBP		CPP		Total			HBP		CPP		Total
United States	$	392,792	$	122,525	$	515,317		$	378,258	$	128,823	$	507,081
Europe	—		4,161		4,161			—		4,540		4,540
Canada	11,430		21,330		32,760			14,116		16,004		30,120
Australia	—		89,826		89,826			—		83,131		83,131
All other countries	3,782		3,242		7,024			3,027		4,472		7,499
Consolidated revenue	$	408,004	$	241,084	$	649,088		$	395,401	$	236,970	$	632,371

The ~~following~~Company’s ~~table~~long-lived isassets aare ~~reconciliation~~concentrated primarily in the United States, which accounted for approximately 85% and 84% of the ~~share~~Company’s ~~amounts~~total ~~(in~~long-lived ~~thousands)~~assets ~~used~~as inof ~~computing~~December 31, ~~earnings~~2025 ~~per~~and ~~share:~~September 30, 2025, respectively. No foreign country accounted for more than 10% of the Company’s total long-lived assets as of December 31, 2025 and September 30, 2025, respectively.

	Three Months Ended June 30,		Nine Months Ended June 30,
	2025	2024	2025	2024
Common shares outstanding	46,638	49,354	46,638	49,354
Unallocated ESOP shares	—	(107)	—	(107)
Non-vested restricted stock	(1,599)	(2,337)	(1,599)	(2,337)
Impact of weighted average shares	281	124	466	1,011
Weighted average shares outstanding - basic	45,320	47,034	45,505	47,921
Incremental shares from stock-based compensation	—	1,817	1,406	2,164
Weighted average shares outstanding - diluted	45,320	48,851	46,911	50,085
Anti-dilutive restricted stock excluded from diluted EPS computation	950	—	—	—

For the quarter and nine month period ended June 30, 2024, shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

NOTE 13 – ~~REPORTABLE~~EMPLOYEE ~~SEGMENTS~~BENEFIT PLANS

Defined ~~Griffon~~benefit ~~reports~~pension ~~its~~income ~~operations~~included ~~through~~in ~~two~~Other ~~reportable~~Income ~~segments~~(Expense), net was as follows:

•Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.


	Three Months Ended December 31,
	2025		2024

Interest cost	$	1,359	$	1,605
Expected return on plan assets	(2,197)		(2,542)
Amortization:

Recognized actuarial loss	701		636

Net periodic benefit	$	(137)	$	(301)

~~•Consumer~~During ~~and~~2025, ~~Professional~~the ~~Products~~Company completed the termination of the Hunter Pension Plan (~~“CPP”~~the "Plan"). isIn aconnection ~~global~~with such termination the Plan made lump sum payments of $4,830, and placed $10,859 of assets with an annuity provider, based on the elections of ~~branded~~the ~~consumer~~participants. ~~and~~Additionally, ~~professional~~excess ~~tools;~~cash ~~residential~~of $6,100 ~~industrial~~was ~~and~~transferred ~~commercial~~to ~~fans;~~the ~~home~~Company, ~~storage~~a ~~and~~portion ~~organization~~of ~~products;~~which ~~and~~was ~~products~~transferred ~~that~~directly ~~enhance~~to ~~indoor~~a ~~and~~qualified ~~outdoor~~replacement ~~lifestyles~~plan. ~~CPP~~ ~~sells~~In ~~products~~2025, ~~globally~~the ~~through~~Company recognized a ~~portfolio~~gain on the termination of ~~leading~~the ~~brands~~Plan ~~including~~of ~~AMES~~$2,181, ~~since~~net ~~1774,~~of ~~Hunter~~excise taxes, ~~since~~in ~~1886,~~the ~~True~~Consolidated ~~Temper,~~Statements of Operations and ~~ClosetMaid~~Comprehensive Income (Loss).

~~Information~~In onaddition to the table above, effective August 5, 2025, the Company implemented a new retiree medical plan for certain Griffon’ executives. Under the plan, eligible retirees and their covered spouses are provided company-paid medical, prescription drug and dental coverage through the Company's ~~reportable~~group ~~segments~~health isplans as(or ~~follows:~~if such coverage cannot be provided, an equivalent benefit), along with reimbursement for certain uncovered expenses.

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
REVENUE	2025		2024		2025		2024
Home and Building Products	$	400,244	$	394,214	$	1,163,893	$	1,182,067
Consumer and Professional Products	213,383		253,600		693,851		781,780
Total revenue	$	613,627	$	647,814	$	1,857,744	$	1,963,847

During the quarter ended December 31, 2025, the Company recognized a benefit plan expense of $1,794, which includes a non-cash charge of $1,609 related to the implementation of this retiree medical plan. The Company expects to record non-cash charges related to implementation of the plan of $5,362 in 2026.

~~Disaggregation~~NOTE of14 ~~Revenue~~– RECENT ACCOUNTING PRONOUNCEMENTS

~~Revenue~~Issued ~~from~~but ~~contracts~~not ~~with~~yet ~~customers~~effective isaccounting disaggregated by end markets, segments and geographic location, as it more accurately depicts the nature and amount of the Company’s revenue. The following table presents revenue disaggregated by end market and segment:pronouncements

	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Residential repair and remodel	$	192,942	$	190,874	$	561,936	$	565,944
Commercial	173,120		170,236		502,342		517,969
Residential new construction	34,182		33,104		99,615		98,154
Total Home and Building Products	400,244		394,214		1,163,893		1,182,067
Residential repair and remodel	66,807		92,312		215,404		265,420
Retail	32,194		49,978		131,975		192,767
Residential new construction	14,216		14,998		41,095		42,679
Industrial	21,210		19,534		52,626		50,683
International excluding North America	78,956		76,778		252,751		230,231
Total Consumer and Professional Products	213,383		253,600		693,851		781,780
Total Consolidated Revenue	$	613,627	$	647,814	$	1,857,744	$	1,963,847

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity's operations, tax risks, tax planning and operational opportunities affect its tax rate and future cash flows. The standard requires significant additional disclosures focused on income taxes paid and the rate reconciliation table. Specifically, the amendments in the standard require the Company to disclose disaggregated: (1) income taxes paid by federal, state, and foreign, (2) continuing operations pre-tax income between domestic and foreign, and (3) continuing operations income tax expense by federal, state and foreign. The standard also requires the Company to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This standard is effective for the Company beginning with our fiscal year 2026 annual reporting period, and can be applied prospectively or retrospectively. While the Company is currently evaluating the guidance to determine the impact it may have on its consolidated financial statements, the Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations, or cash flows.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosures and further disaggregation, in the notes to financial statements, of specified information regarding certain costs and expenses. The required disclosures include the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas producing activities included in each relevant expense caption. Additionally, further disclosures are required for certain amounts already required to be disclosed under current GAAP, a qualitative description of amounts remaining in relevant

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

~~The~~expense ~~following~~captions ~~tables~~that ~~present~~are ~~revenue~~not separately disaggregated byquantitatively, ~~geography~~and ~~based~~the total amount of selling expenses, and on an annual basis, the ~~location~~definition of selling expenses. The ASU is effective for the Company beginning with the Company's ~~customer:~~fiscal year 2027 and interim reporting periods beginning with the Company's 2028 fiscal year. Implementation of this standard may be applied prospectively or retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

	For the Three Months Ended June 30
	2025						2024
	HBP		CPP		Total			HBP		CPP		Total
United States	$	386,647	$	122,884	$	509,531		$	376,616	$	162,516	$	539,132
Europe	—		17,270		17,270			3		19,342		19,345
Canada	10,975		11,081		22,056			14,741		12,998		27,739
Australia	—		57,212		57,212			—		52,706		52,706
All other countries	2,622		4,936		7,558			2,854		6,038		8,892
Consolidated revenue	$	400,244	$	213,383	$	613,627		$	394,214	$	253,600	$	647,814

NOTE 15 – DISCONTINUED OPERATIONS

	For the Nine Months Ended June 30,
	2025						2024
	HBP		CPP		Total		HBP		CPP		Total
United States	$	1,119,349	$	395,825	$	1,515,174	$	1,131,570	$	496,830	$	1,628,400
Europe	—		34,343		34,343		112		42,940		43,052
Canada	37,128		43,391		80,519		43,922		50,389		94,311
Australia	—		205,583		205,583		—		174,607		174,607
All other countries	7,416		14,709		22,125		6,463		17,014		23,477
Consolidated revenue	$	1,163,893	$	693,851	$	1,857,744	$	1,182,067	$	781,780	$	1,963,847

At December 31, 2025 and September 30, 2025, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves, and total $7,984 and $8,726, respectively. Griffon's assets for discontinued operations primarily relate to insurance claims. The following amounts summarize the total assets and liabilities which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets:

Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are defined as income (loss) before taxes, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable. Segment adjusted EBITDA also excludes unallocated amounts, mainly corporate overhead. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of segment adjusted EBITDA and adjusted EBITDA to income (loss) before taxes:


	At December 31, 2025		At September 30, 2025
Assets of discontinued operations:
Prepaid and other current assets	$	1,300	$	1,302
Other long-term assets	4,688		4,699
Total assets of discontinued operations	$	5,988	$	6,001

Liabilities of discontinued operations:
Accrued liabilities, current	$	3,241	$	3,956
Other long-term liabilities	4,743		4,770
Total liabilities of discontinued operations	$	7,984	$	8,726

There was no reported revenues or costs in the three months ended December 31, 2025 and 2024 for discontinued operations.

NOTE 16 – OTHER INCOME (EXPENSE)

For the quarters ended December 31, 2025 and 2024, Other income (expense) of $(1,090) and $1,832, respectively, includes $71 and $440, respectively, of net currency exchange gains in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income of $137 and $301, respectively, net gains (losses) on investments of $(129) and $70, respectively, and royalty income of $518 and $590, respectively. Additionally, Other income (expense) includes a charge of $1,609 recorded in the three months ended December 31, 2025 associated with the establishment of a new retiree medical plan. Refer to Note 13 - Employee Benefit Plans for additional details.

NOTE 17 – WARRANTY LIABILITY

HBP and CPP offer warranties against product defects for periods generally ranging from one to ten years, with limited lifetime warranties on certain door and fan models. Typical warranties require HBP and CPP to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience, and periodically assesses its warranty obligations and adjusts the liability as necessary. CPP offers an express limited warranty for a period of ninety days on all products from the date of original purchase unless otherwise stated on the product or packaging from the date of original purchase. Warranty costs expected to be incurred in the next 12 months are classified in accrued liabilities. Warranty costs expected to be incurred beyond one year are classified in other long-term liabilities. The short-term warranty liability was $11,064 as of December 31, 2025 and $10,143 as of September 30, 2025. The long-term warranty liability was $1,239 at both December 31, 2025 and September 30, 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2025		2024		2025		2024
Segment adjusted EBITDA:
Home and Building Products	$	128,755	$	118,516	$	365,231	$	372,159
Consumer and Professional Products	19,222		22,263		61,140		47,923
Segment adjusted EBITDA	147,977		140,779		426,371		420,082
Unallocated amounts, excluding depreciation *	(13,264)		(15,285)		(41,941)		(44,006)
Adjusted EBITDA	134,713		125,494		384,430		376,076
Net interest expense	(23,568)		(26,255)		(71,271)		(76,642)
Depreciation and amortization	(15,822)		(15,247)		(47,086)		(45,150)
Loss from debt extinguishment	—		(1,700)		—		(1,700)
Restructuring charges	—		(18,688)		—		(33,489)
Gain (loss) on sale of real estate	122		(725)		8,279		(167)
Strategic review - retention and other	(1,033)		(1,870)		(3,883)		(9,204)
Goodwill and intangible asset impairments	(243,612)		—		(243,612)		—
Income (loss) before taxes	$	(149,200)	$	61,009	$	26,857	$	209,724

(Unless otherwise indicated, references to years or year-end refer to Griffon’s fiscal period ending September 30)

*Changes ~~Unallocated~~in ~~amounts~~Griffon’s ~~typically~~warranty ~~include~~liability, ~~general~~included ~~corporate~~in ~~expenses~~Accrued ~~not~~liabilities, ~~attributable~~for tothe athree ~~reportable~~months ~~segment.~~ended December 31, 2025 and 2024 were as follows:

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	Three Months Ended December 31,
DEPRECIATION and AMORTIZATION	2025		2024		2025		2024
	2025		2024
Segment:
Balance, beginning of period	$	10,143	$	13,050
Home and Building Products	$	4,440	$	3,883	$	13,049	$	11,288
Warranties issued and changes in estimated pre-existing warranties	4,191		5,202
Consumer and Professional Products	11,238		11,225		33,634		33,453
Actual warranty costs incurred	(3,270)		(5,129)
Total segment depreciation and amortization	15,678		15,108		46,683		44,741
Balance, end of period	$	11,064	$	13,123
Corporate	144		139		403		409
Total consolidated depreciation and amortization	$	15,822	$	15,247	$	47,086	$	45,150
	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2025		2024		2025		2024
CAPITAL EXPENDITURES
Segment:
Home and Building Products	$	5,305	$	8,533	$	23,495	$	31,566
Consumer and Professional Products	3,315		5,944		11,777		16,061
Total segment	8,620		14,477		35,272		47,627
Corporate	73		83		4,595		222
Total consolidated capital expenditures	$	8,693	$	14,560	$	39,867	$	47,849

21NOTE 18 – OTHER COMPREHENSIVE INCOME (LOSS)

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

ASSETS	At June 30, 2025		At September 30, 2024
Segment assets:
Home and Building Products	$	764,895	$	737,992
Consumer and Professional Products(1)	1,154,947		1,495,489
Total segment assets	1,919,842		2,233,481
Corporate	161,463		133,408
Total assets	2,081,305		2,366,889
Discontinued operations	6,015		4,065
Consolidated total	$	2,087,320	$	2,370,954

(1) In connection with the expansion of CPP's global sourcing strategy, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale. The net book value of these properties as of June 30, 2025 and September 30, 2024 totaled $5,289 and $14,532, respectively.

NOTE 14 – EMPLOYEE BENEFIT PLANS

Defined benefit pension expense (income) included in Other Income (Expense), net was as follows:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Interest cost	$	1,604	$	1,889	$	4,814	$	5,666
Expected return on plan assets	(2,542)		(2,543)		(7,625)		(7,629)
Amortization:
Recognized actuarial loss	636		688		1,909		2,066
Net periodic (benefit) expense	$	(302)	$	34	$	(902)	$	103

The Hunter Fan Pension Plan (the "Plan") was terminated with an effective date of April 30, 2024. This was communicated to Plan participants in February 2024. At the time of termination, the Plan was fully funded and the Company did not anticipate making additional funding contributions as of the benefit distribution dates. During the nine months ended June 30, 2025 the Plan paid lump sum payments in the amount of $4,830 to those participants that elected a lump sum distribution. Additionally, the Company selected an insurance company to hold the annuity and provide pension benefits to the plan participants currently receiving benefit payments and those that elected to continue their future benefit with an annuity provider. This decision included a transfer of plan assets valued at $10,859. In July 2025, Griffon completed the termination of the Plan and $6,100 of excess cash was transferred to the Company, a portion of which was transferred directly to a qualified replacement plan. Additionally, the Company will recognize a gain on the termination of approximately $2,300, net of excise taxes, in Other Income in the fourth quarter 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

Issued but not yet effective accounting pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This standard expands disclosures regarding a public entity’s reportable segments and requires additional information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The standard does not change the definition of operating segments. This standard is effective with the Company's fiscal year 2025. The standard should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosure. The standard requires significant additional disclosures focused on income taxes paid and the rate reconciliation table. Specifically, the amendments in the standard require the Company to disclose disaggregated: (1) income taxes paid by federal, state, and foreign, (2) continuing operations pre-tax income between domestic and foreign, and (3) continuing operations income tax expense by federal, state and foreign. The standard also requires the Company to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This standard is effective for the Company beginning with our fiscal year 2026, with retrospective application permitted. The Company is currently evaluating the potential changes to its income tax disclosures and related impact on its financial reporting processes and information technology systems. The Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations, or cash flows.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This guidance requires disclosures regarding specific information about certain costs and expenses, including but not limited to, inventory purchases, employee compensation, depreciation, amortization and selling expenses. The guidance is effective for the Company beginning with the Company's fiscal year 2027 and interim reporting periods beginning with our 2028 fiscal year. Implementation of this standard may be applied prospectively or retrospectively. The Company does not expect the adoption of this standard to have a material impact on the Company's financial statements and related disclosures.

NOTE 16 – DISCONTINUED OPERATIONS

At June 30, 2025 and September 30, 2024, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves, and total $9,035 and $7,768, respectively. The increase in assets and liabilities was primarily associated with insurance claims receivable and payable. The following amounts summarize the total assets and liabilities which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Condensed Consolidated Balance Sheets:

	At June 30, 2025		At September 30, 2024
Assets of discontinued operations:
Prepaid and other current assets	$	1,303	$	648
Other long-term assets	4,712		3,417
Total assets of discontinued operations	$	6,015	$	4,065
Liabilities of discontinued operations:
Accrued liabilities, current	$	4,545	$	4,498
Other long-term liabilities	4,490		3,270
Total liabilities of discontinued operations	$	9,035	$	7,768

There was no reported revenues or costs in the nine months ended June 30, 2025 and 2024 for discontinued operations.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

NOTE 17 – RESTRUCTURING CHARGES

Griffon announced in May 2023 that CPP was expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines for the U.S. market. This initiative was successfully completed as of September 30, 2024, ahead of the previously announced date of December 31, 2024.

As a result of this global sourcing expansion initiative, manufacturing operations have concluded at four manufacturing sites and four wood mills, resulting in a total facility footprint reduction of approximately 1.2 million square feet, or approximately 15% of CPP's square footage, and a headcount reduction of approximately 600. The closed locations have met the held for sale criteria and have been classified as such on our Condensed Consolidated Balance Sheets as of June 30, 2025 and September 30, 2024. The net book value of these properties as of June 30, 2025 and September 30, 2024 totaled $5,289 and $14,532, respectively.

The adoption of an asset-light business model for these U.S. products has positioned CPP to better serve customers with a more flexible and cost-effective sourcing model that leverages supplier relationships around the world, and improved its competitive positioning.

Implementation of this strategy over the duration of the project resulted in charges of $133,777, which included $51,082 of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and $82,695 of non-cash charges primarily related to asset write-downs. In addition, there were $2,678 of capital investments to effectuate the project. This excludes cash proceeds from the sale of real estate and equipment, which at the conclusion of the project as of September 30, 2024 totaled $13,271, and excludes future proceeds from the sale of remaining real estate and equipment designated as held for sale on the condensed consolidated balance sheets. During the nine months ended June 30, 2025, cash proceeds related to the sale of the remaining real estate and equipment held for sale totaled $17,729.

In the quarter ended June 30, 2024, CPP incurred pre-tax restructuring and related exit costs totaling $18,688, which consisted of cash charges totaling $4,191 and non-cash, asset-related charges of $14,497. The cash charges included $709 for one-time termination benefits and other personnel-related costs and $3,482 for facility exit costs. Non-cash charges of $14,497 were recorded to adjust inventory to its net realizable value.

In the nine months ended June 30, 2024, CPP incurred pre-tax restructuring and related exit costs approximating $33,489, comprised of cash charges totaling $10,510 and non-cash, asset-related charges totaling $22,979. The cash charges included $3,038 for one-time termination benefits and other personnel-related costs and $7,472 for facility exit costs. Non-cash charges of $22,979 were recorded to adjust inventory to its net realizable value.

A summary of the restructuring and other related charges included in Cost of goods and services and SG&A expenses in the Company's Condensed Consolidated Statements of Operations were as follows:

	Three Months Ended June 30,		Nine Months Ended June 30,
	2024		2024
Cost of goods and services	$	15,744	$	28,724
Selling, general and administrative expenses	2,944		4,765
Total	$	18,688	$	33,489

	Three Months Ended June 30,		Nine Months EndedJune 30,
	2024		2024
Personnel related costs	$	709	$	3,038
Facilities, exit costs and other	3,482		7,472
Non-cash facility and other	14,497		22,979
Total	$	18,688	$	33,489

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

The following tables summarizes the accrued liabilities of the Company's restructuring actions for the nine months ended June 30, 2025 and 2024:

	Cash Charges				Non-Cash
	Personnel related costs		Facilities &Exit Costs		Facility and Other Costs		Total
Accrued liability at September 30, 2024	$	8,182	$	4,816	$	—	$	12,998
Q1 Cash payments	(5,009)		(1,064)		—		(6,073)
Accrued liability at December 31, 2024	$	3,173	$	3,752	$	—	$	6,925
Q2 Cash payments	(83)		(1,649)		—		(1,732)
Accrued Liability at March 31, 2025	$	3,090	$	2,103	$	—	$	5,193
Q3 Cash payments	—		(630)		—		(630)
Accrued Liability at June 30, 2025	$	3,090	$	1,473	$	—	$	4,563

	Cash Charges				Non-Cash
	Personnel related costs		Facilities &Exit Costs		Facility and Other Costs(1)		Total
Accrued liability at September 30, 2023	$	14,107	$	5,551	$	—	$	19,658
Q1 Restructuring charges	1,847		2,071		8,482		12,400
Q1 Cash payments	(7,215)		(3,362)		—		(10,577)
Q1 Non-cash charges	—				(8,482)		(8,482)
Accrued liability at December 31, 2023	$	8,739	$	4,260	$	—	$	12,999
Q2 Restructuring charges	482		1,919		—		2,401
Q2 Cash payments	(608)		(1,919)		—		(2,527)
Accrued liability at March 31, 2024	$	8,613	$	4,260	$	—	$	12,873
Q3 Restructuring charges	709		3,482		14,497		18,688
Q3 Cash payments	(2,671)		(4,345)		—		(7,016)
Q3 Non-cash charges	—		—		(14,497)		(14,497)
Accrued liability at June 30, 2024	$	6,651	$	3,397	$	—	$	10,048

______________________

(1) Non-cash charges in Facility and Other Costs represent non-cash impairment charges to adjust inventory to its net realizable value.

NOTE 18 – OTHER INCOME (EXPENSE)

For the quarters ended June 30, 2025 and 2024, Other income (expense) of $247 and $350, respectively, includes $163 and $120, respectively, of net currency exchange transaction losses from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $302 and ($34), respectively, and net investment income (loss) of ($424) and $10, respectively. Other income (expense) also includes royalty income of $501 and $549 for the three months ended June 30, 2025 and 2024, respectively.

For the nine months ended June 30, 2025 and 2024, Other income (expense) of $2,591 and $1,608, respectively, includes $54 and $72, respectively, of net currency exchange transaction gains from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $902 and ($103), respectively, as well as $(370) and $95, respectively, of net investment income (loss). Other income (expense) also includes royalty income of $1,647 and $1,649 for the nine months ended June 30, 2025 and 2024, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

NOTE 19 – WARRANTY LIABILITY

HBP and CPP offer warranties against product defects for periods generally ranging from one to ten years, with limited lifetime warranties on certain door and fan models. Typical warranties require HBP and CPP to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience, and periodically assesses its warranty obligations and adjusts the liability as necessary. CPP offers an express limited warranty for a period of ninety days on all products from the date of original purchase unless otherwise stated on the product or packaging from the date of original purchase. Warranty costs expected to be incurred in the next 12 months are classified in accrued liabilities. Warranty costs expected to be incurred beyond one year are classified in other long-term liabilities. The short-term warranty liability was $10,706 as of June 30, 2025 and $13,050 as of September 30, 2024. The long-term warranty liability was $1,239 at both June 30, 2025 and September 30, 2024.

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three and nine months ended June 30, 2025 and 2024 were as follows:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Balance, beginning of period	$	12,253	$	14,903	$	13,050	$	20,781
Warranties issued and changes in estimated pre-existing warranties	4,007		7,716		14,328		17,760
Actual warranty costs incurred	(5,554)		(6,966)		(16,672)		(22,888)
Balance, end of period	$	10,706	$	15,653	$	10,706	$	15,653

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

NOTE 20 – OTHER COMPREHENSIVE INCOME (LOSS)

The amounts recognized in other comprehensive income (loss) were as follows:

Three Months Ended June 30,

For the Three Months Ended December 31,

2025

2024

Pre-tax

Tax

Net of tax

Pre-tax

Tax

Net of tax

Foreign currency translation adjustments

123,~~244~~601

—

123,~~244~~601

(~~827~~20,018)

—

(~~827~~20,018)

Pension and other defined benefit plans

12,~~136~~310

(~~239~~382)

~~897~~1,928

~~673~~69

(~~141~~14)

~~532~~55

Cash flow hedges

(~~993~~1,396)

~~298~~419

(~~695~~977)

(13,~~324)~~234

~~397~~(970)

~~(927)~~2,264

Total other comprehensive income (loss)

124,~~387~~515

5937

124,~~446~~552

(116,~~478~~715)

~~256~~(984)

(117,~~222~~699)

	Nine Months Ended June 30,
	2025						2024
	Pre-tax		Tax		Net of tax		Pre-tax		Tax		Net of tax
Foreign currency translation adjustments	$	(4,804)	$	—	$	(4,804)	$	2,212	$	—	$	2,212
Pension and other defined benefit plans	1,890		(397)		1,493		2,018		(423)		1,595
Cash flow hedges	678		(203)		475		786		(236)		550
Total other comprehensive income (loss)	$	(2,236)	$	(600)	$	(2,836)	$	5,016	$	(659)	$	4,357

The components of Accumulated other comprehensive income (loss) are as follows:

	At June 30, 2025		At September 30, 2024
	At December 31, 2025		At September 30, 2025
Foreign currency translation adjustments	$	(4341,~~390~~554)	$	(3845,~~586~~155)
Pension and other defined benefit plans	(1725,~~634~~560)		(1927,~~127~~488)
Cash flow hedges	~~164~~(254)		~~(311)~~723
Total	$	(6067,~~860~~368)	$	(5871,~~024~~920)

Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows:

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	For the Three Months Ended December 31,
Gain (Loss)	2025		2024		~~2025~~		~~2024~~
Pension amortization	$	(~~636~~2,310)	$	(~~688~~636)	$	~~(1,909)~~	$	~~(2,066)~~
Cash flow hedges	~~463~~598		~~(69)~~735		~~2,120~~		~~(960)~~
Total gain (loss) before tax	$	(~~173~~1,712)	$	~~(757)~~99	$	~~211~~	$	~~(3,026)~~
Tax	37		159		(44)		635
Tax benefit	360		(21)
Net of tax	$	(~~136~~1,352)	$	~~(598)~~78	$	~~167~~	$	~~(2,391)~~

2721

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

NOTE 2119 — LEASES

The Company recognizes right-of-use ("ROU") assets and lease liabilities on the balance sheet, with the exception of leases with a term of twelve months or less. The Company determines if an arrangement is a lease at inception. The ROU assets and short and long-term liabilities associated with our Operating leases are shown as separate line items on our Condensed Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, net, ~~other~~and ~~accrued~~the ~~liabilities,~~related ~~and~~finance ~~other~~lease ~~non-current~~obligations ~~liabilities.~~are presented within debt on our Condensed Consolidated Balance Sheets. The Company's finance leases are immaterial. ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment.

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. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments primarily include rent and insurance costs (lease components). The Company's leases also include non-lease components such as real estate taxes and common-area maintenance costs. The Company elected the practical expedient to account for lease and non-lease components as a single component. In certain of the Company's leases, the non-lease components are variable and in accordance with the standard are therefore excluded from lease payments to determine the ROU asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases, ~~and~~the ~~impaired~~ROU ~~operating~~asset ~~leases~~is included in property, ~~the~~plant ~~ROU~~and ~~asset~~equipment, net and is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets. Variable lease ~~cost~~costs ~~for~~are ~~both operating and finance leases, if any, is~~ recognized as incurred. Components of operating lease costs are as follows:

For the Three Months Ended June 30,

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

2025

2024

~~2025~~

~~2024~~

Fixed

11,~~878~~745

11,~~555~~634

~~35,463~~

~~34,992~~

Variable (a), (b)

2,~~586~~455

2,~~472~~667

~~7,922~~

~~7,382~~

Short-term (b)

1,~~032~~803

~~808~~1,243

~~3,467~~

~~3,470~~

Total

1516,~~496~~003

1415,~~835~~544

~~46,852~~

~~45,844~~

________________

(a) Primarily relates to common-area maintenance and property taxes.

(b) Not recorded on the balance sheet.

~~Supplemental cash flow information were as follows:~~22

	For the Nine Months Ended June 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	32,574	$	34,361
Financing cash flows from finance leases	117		239
Total	$	32,691	$	34,600

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

Supplemental cash flow information were as follows:


	For the Three Months Ended December 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	9,664	$	10,893
Financing cash flows from finance leases	38		42
Total	$	9,702	$	10,935


Right of use assets obtained in exchange for new lease obligations:
Operating leases	$	21,337	$	8,804
Finance leases	179		—
Total	$	21,516	$	8,804

Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows:

	June 30, 2025		September 30, 2024
	December 31, 2025		September 30, 2025
Operating Leases:
Right of use assets:
Operating right-of-use assets	$	~~162~~181,~~819~~170	$	~~171~~167,~~211~~829
Lease Liabilities:
Current portion of operating lease liabilities	$	3134,~~997~~370	$	3532,~~065~~307
Long-term operating lease liabilities	~~142~~159,~~213~~299		147,~~369~~203
Total operating lease liabilities	$	~~174~~193,~~210~~669	$	~~182~~179,~~434~~510
Finance Leases:
Property, plant and equipment, net(1)	$	~~523~~525	$	~~808~~430
Lease Liabilities:
Notes payable and current portion of long-term debt	$	~~123~~117	$	~~155~~102
Long-term debt, net	~~171~~267		~~255~~149
Total financing lease liabilities	$	~~294~~384	$	~~410~~251

(1) Finance lease assets are recorded net of accumulated depreciation of $~~1,391~~755 and $1,~~463~~399 as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, respectively.

~~The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2025 are as follows:~~23

	Operating Leases		Finance Leases
2025(a)	$	11,359	$	42
2026	40,239		115
2027	35,468		55
2028	29,935		49
2029	24,649		49
2030	17,080		12
Thereafter	55,941		—
Total lease payments	$	214,671	$	322
Less: Imputed Interest	(40,461)		(28)
Present value of lease liabilities	$	174,210	$	294

(a) Excluding the nine months ended June 30, 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

~~Average~~The aggregate future maturities of lease ~~terms~~payments for operating leases and ~~discount~~finance ~~rates~~leases atas ~~June~~of December 3031, 2025 ~~were~~are as follows:

Weighted-average remaining lease term (years):
	Operating Leases		Finance Leases
Operating leases			6.7
2026(a)	$	33,871	$	109
Finance Leases			3.7
2027	41,559		95
Weighted-average discount rate:
2028	35,645		90
Operating Leases			6.37%
2029	30,363		82
Finance Leases			6.76%
2030	22,721		44
2031	16,136		10
Thereafter	57,120		—
Total lease payments	$	237,415	$	430
Less: Imputed Interest	(43,746)		(46)
Present value of lease liabilities	$	193,669	$	384

~~NOTE~~(a) 22Excluding —the ~~COMMITMENTS~~quarter ~~AND~~ended ~~CONTINGENCIES~~December 31, 2025.

Average lease terms and discount rates at December 31, 2025 were as follows:


Weighted-average remaining lease term (years):
Operating Leases						6.75
Finance Leases						4.03

Weighted-average discount rate:
Operating Leases						6.12%
Finance Leases						6.01%

NOTE 20 — COMMITMENTS AND CONTINGENCIES

Legal and environmental

Peekskill Site. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted lamp manufacturing and metal finishing operations at a location in the Town of Cortlandt, New York, just outside the city of Peekskill, New York (the “Peekskill Site”). which was owned by ISC Properties, Inc. (“ISCP”), a wholly-owned subsidiary of Griffon, ~~owned the Peekskill Site~~ for approximately three years. ISCP sold the Peekskill Site in ~~November~~December 1982.

Based upon studies conducted by ISCP and the New York Department of Environmental Conservation, soils and groundwater beneath the Peekskill Site contain chlorinated solvents and metals. Stream sediments downgradient from the Peekskill Site also contain metals. On May 15, 2019 the United States Environmental Protection Agency ("EPA") added the Peekskill Site to the National Priorities List under CERCLA and has since reached agreement with Lightron and ISCP pursuant to which Lightron and ISCP will perform a Remedial Investigation/Feasibility Study (“RI/FS”). Performance of the RI/FS is expected to be completed in ~~2025~~2027.

Lightron has not engaged in any operations in over three decades. ISCP functioned solely as a real estate holding company and has not held any real property in over three decades. Griffon does not acknowledge any responsibility to perform any investigation or remediation at the Peekskill Site. Lightron and ISCP are being defended by an insurance company, subject to a reservation of rights, and ~~this~~the ~~insurer~~insurance company is paying the costs of the RI, with Lightron and ISCP paying for the FS.

Memphis, TN site. Hunter Fan Company (“Hunter”) operated headquarters and a production plant in Memphis, TN for over 50 years (the “Memphis Site”). While Hunter completed certain on-site remediation of PCB-contaminated soils, Hunter did not investigate the extent to which PCBs existed beneath the building itself nor determine whether off-site areas had been impacted. Hunter vacated the site approximately twenty years ago, and the on-site buildings have now been demolished.

The State of Tennessee Department of Environment and Conservation (“TDEC”) identified the Memphis site as being potentially contaminated, raising the possibility that site operations could have resulted in soil and groundwater contamination involving volatile organic compounds and metals. In 2021, the TDEC performed a preliminary assessment of the site and recommended to the EPA that it include the site on the National Priorities List established under CERCLA. The TDEC further recommended that the EPA fund an investigation of potential soil gas contamination in receptors near the site. The TDEC has also indicated that it will proceed with this investigation if the EPA does not act. Since 2021, there has been no further action by the EPA or TDEC relating to the Memphis site.24

It is unknown whether the EPA will add the Memphis Site to the National Priorities List, whether a site investigation will reveal contamination and, if there is contamination, the extent of any such contamination. However, given that certain PCB work was not completed in the past and the TDEC’s stated intent for the EPA to perform an investigation (and the statement by the TDEC that it will perform the investigation if the EPA will not), liability is probable in this matter. There are other potentially responsible parties for this site, including a former owner of Hunter; Hunter has notified such former owner of this matter.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(US dollars and non US currencies in thousands, except per share data)

(Unaudited)

investigate the extent to which PCBs existed beneath the building itself nor determine whether off-site areas had been impacted. Hunter vacated the site approximately twenty years ago, and the on-site buildings have now been demolished.

If the EPA decides to add this site to the National Priorities List, a Remedial Investigation/Feasibility Study (“RI/FS”) will be required. Hunter expects that the EPA will ask it to perform this work. If Hunter does not reach an agreement with the EPA to perform this work, the EPA will implement the RI/FS on its own. Should the EPA implement the RI/FS or perform further studies and/or subsequently remediate the site without first reaching an agreement with one or more relevant parties, the EPA would likely seek reimbursement from such parties, including Hunter, for the costs incurred.

General legal

Griffon is subject to various laws and regulations relating to the protection of the environment and is a party to legal proceedings arising in the ordinary course of business. Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows.

31NOTE 21 — SUBSEQUENT EVENT

On February 5, 2026, Griffon announced it entered into a definitive agreement to form a joint venture with ONCAP, the mid-market private equity platform of Onex Corporation (TSX:ONEX), to create a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers. The joint venture will combine the United States and Canada businesses of Griffon’s AMES Companies (“AMES”) with the Bellota Tools, Corona, and Burgon & Ball businesses of Venanpri, an ONCAP majority-owned portfolio company. The joint venture will be managed as a subsidiary of Venanpri which, together with other affiliates of ONCAP, will hold a 57% equity interest. Upon closing of the transaction, Griffon will receive consideration of $100,000 in cash, subject to working capital adjustments, will enter into a credit agreement with the joint venture to evidence a $161,100 second-lien loan provided to the joint venture, and will participate in the governance and oversight of the joint venture as a 43% equity holder. Griffon will accrue interest receivable on the second-lien loan through the date of maturity. The joint venture will be financed through committed debt financing, in addition to the second-lien loan provided by Griffon. This transaction is subject to customary closing conditions and, after closing, which is expected to occur by June 2026, Griffon’s interest in the joint venture will be accounted for as an equity method investment. Any gain or loss as the result of this transaction will be determined at closing. Additionally, Griffon announced the initiation of a comprehensive review of strategic alternatives for its AMES Australia operations and AMES United Kingdom operations. As a result of these actions, beginning with Griffon’s second quarter 2026 reporting, AMES’ U.S., Canada, Australia, and U.K. operations, which are currently part of Griffon’s CPP segment, will be reported as discontinued operations. Furthermore, in connection with these actions, we announced that the remaining reporting unit within the CPP segment, the Hunter Fan Company, will be combined with Griffon’s HBP segment.

Table of Contents

(Unless otherwise indicated, US Dollars and non-US currencies are in thousands, except per share data)

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS

Overview

Griffon Corporation (the “Company”,” “Griffon”,” "we" or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries. The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF).

Business Strategy

Our strategic objective is to maintain leading positions in the markets we serve by providing innovative, branded products with superior quality and industry-leading service. We place emphasis on our iconic and well-respected brands, which helps to differentiate us and our offerings from our competitors and strengthens our relationship with our customers and those who ultimately use our products.

Through operating a diverse portfolio of businesses, we expect to reduce variability caused by external factors such as market cyclicality, seasonality, and weather. We achieve diversity by providing various product offerings and brands through multiple sales and distribution channels and conducting business across multiple countries which we consider our home markets.

Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as divestitures. As long-term investors, we intend to continue to grow and strengthen our existing businesses, and to diversify further through investments in our businesses and acquisitions.

Since 2017, we have undertaken a series of transformative transactions to strengthen our core businesses and increase shareholder value. We divested our specialty plastics business in 2018 and our defense electronics (Telephonics) business in 2022 to focus on our core markets and improve our free cash flow conversion. In our Home and Building Products ("HBP") segment, we acquired CornellCookson, Inc. ("CornellCookson") in 2018, which has helped establish us as a leading North American manufacturer and marketer of residential garage doors and sectional commercial doors, and rolling steel doors and grille products, under brands that include Clopay, Ideal, Cornell and Cookson. In our Consumer and Professional Products ("CPP") segment, we expanded the scope of our brands through the acquisition of ClosetMaid, LLC ("ClosetMaid") in 2018 and Hunter Fan Company ("Hunter") in January 2022; and ~~ClosetMaid~~in 2024 we acquired substantially all the assets of Pope, ~~LLC~~a ~~("ClosetMaid")~~leading inAustralian ~~2018~~provider of residential watering products.

On ~~July~~February 15, ~~2024~~2026, Griffon announced ~~that~~it ~~its~~entered ~~subsidiary~~into a definitive agreement to form a joint venture with ONCAP, ~~The~~the ~~AMES~~mid-market ~~Companies~~private equity platform of Onex Corporation (TSX:ONEX), ~~Inc.~~to create a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers. The joint venture will combine the United States and Canada businesses of Griffon’s AMES Companies ("“AMES"”) ~~expanded~~with the ~~scope~~Bellota Tools, Corona, and Burgon & Ball businesses of ~~its~~Venanpri, ~~Australian~~an ~~operations~~ONCAP bymajority-owned ~~acquiring~~portfolio ~~substantially~~company. The ~~all~~joint ~~the~~venture ~~assets~~will be managed as a subsidiary of ~~Pope~~Venanpri which, together with other affiliates of ONCAP, will hold a ~~leading~~57% ~~Australian~~equity ~~provider~~interest. Upon closing of ~~residential~~the ~~watering~~transaction, ~~products~~Griffon will receive consideration of $100,000 ~~from~~in ~~The~~cash, ~~Toro~~subject ~~Company~~to ~~(NYSE:TTC)~~working ~~for~~capital adjustments, will enter into a ~~purchase~~credit ~~price~~agreement ofwith ~~approximately~~the ~~AUD~~joint ~~21,800~~venture ~~(approximately~~to evidence a $14161,~~500)~~100 second-lien loan provided to the joint venture, and will participate in ~~cash~~the governance and oversight of the joint venture as a 43% equity holder. Griffon will accrue interest receivable on the second-lien loan through the date of maturity. The joint venture will be financed through committed debt financing, in addition to the second-lien loan provided by Griffon. This transaction is ~~CPP's~~subject ~~seventh~~to ~~acquisition~~customary inclosing ~~Australia~~conditions ~~since~~and, ~~2013~~after closing, ~~and~~which ~~further~~is ~~expands~~expected ~~AMES's~~to ~~product~~occur ~~portfolio~~by June 2026, Griffon’s interest in the ~~Australian~~joint ~~market~~venture will be accounted for as an equity method investment. ~~Pope~~Any ~~generated~~gain ~~over~~or ~~$25~~loss as the result of this transaction will be determined at closing. Additionally,~~000~~ inGriffon ~~revenue~~announced inthe initiation of a comprehensive review of strategic alternatives for its ~~first~~AMES ~~full~~Australia ~~year~~operations and AMES United Kingdom operations. As a result of these actions, beginning with Griffon’s second quarter 2026 reporting, AMES’ U.S., Canada, Australia, and U.K. operations, which are currently part of Griffon’s CPP segment, will be reported as discontinued operations. Furthermore, in connection with these actions, we announced that the remaining reporting unit within the CPP segment, the Hunter Fan Company, will be combined with Griffon’s HBP segment.

~~Further Information~~26

Griffon posts and makes available, free of charge through its website at www.griffon.com, its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as well as press releases, as soon as reasonably practicable after such materials are published or filed with or furnished to the Securities and Exchange Commission (the “SEC”). The information found on Griffon's website is not part of this or any other report it files with or furnishes to the SEC.

For information regarding revenue, profit and total assets of each segment, see the Reportable Segments footnote in the Notes to Consolidated Financial Statements.

Table of Contents

Available Information

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and, in accordance therewith, file periodic reports, proxy statements, and other information, including our Code of Conduct, with the U.S. Securities and Exchange Commission (the “SEC”). Such periodic reports, proxy statements, and other information are available on the SEC's website at www.sec.gov.

Griffon posts and makes available, free of charge through its website at www.griffon.com, its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as well as press releases, as soon as reasonably practicable after such materials are published or filed with or furnished to the SEC. The information found on Griffon's website is not incorporated into this or any other report it files with or furnishes to the SEC.

For information regarding revenue, profit and total assets of each segment, see the Reportable Segments footnote in the Notes to Consolidated Financial Statements.

Reportable Segments:

Griffon conducts its operations through two reportable segments:

3327

Table of Contents

OVERVIEW

Revenue for the quarter ended ~~June~~December 3031, 2025 was $~~613~~649,~~627~~088 compared to $~~647~~632,~~814~~371 in the prior year quarter, aan ~~decrease~~increase of $3416,~~187~~717, or 53%, primarily due to ~~the decreased revenue at CPP of 16%, partially offset by~~ increased revenue at both HBP ofand 2%CPP. Net ~~loss~~income ~~for the third quarter ended June 30, 2025~~ was $~~120~~64,~~139~~387 or $21.6541 per share, compared to ~~net income of~~ $4170,~~086~~851, or $01.8449 per share, in the prior year quarter.

The current year quarter results from operations included the following:

– ~~Goodwill~~Impact ~~and~~of ~~intangible~~retirement ~~asset~~plan ~~impairments~~events of $~~243~~1,~~612~~609 ($~~217~~1,~~154~~224, net of tax, or $40.6903 per share);

– ~~Strategic~~Loss ~~review~~from -debt ~~retention~~extinguishment ~~and other~~ of $~~1,033~~556 ($~~773~~423, net of tax, or $0.0201 per share); and

– ~~Gain~~ Discrete onand ~~sale~~certain ofother ~~real~~tax ~~estate of $122 ($90~~provisions, net, of ~~tax,~~$268 or $0.0001 per share~~); and~~.

– Discrete and certain other tax benefits, net, of $28,451 or $0.61 per share.

The prior year quarter results from operations included the following:

– ~~Restructuring~~Gain ~~charges~~on sale of real estate of $187,~~688~~974 ($135,~~991~~943, net of tax, or $0.2913 per share);

– Strategic review - retention and other of $1,~~870~~651 ($1,~~390~~215, net of tax, or $0.03 per share); and

– ~~Loss~~ Discrete onand ~~debt~~certain ~~extinguishment~~other oftax $1benefits,~~700~~ ~~($1~~net,~~292,~~ ~~net~~ of ~~tax,~~$250 or $0.0301 per share);.

~~– Loss~~Excluding onthese ~~sale~~items offrom ~~real~~the ~~estate~~respective ofquarterly results, net income would have been $~~725~~66,302, (or $~~520~~1.45 per share in the quarter ended December 31, ~~net~~2025 ofcompared ~~tax~~to $65,873, or $01.0139 per share);, ~~and~~in the prior year quarter.

~~– Discrete and certain other tax provisions, net, of $2,247 or $0.05 per share.~~28

Excluding these items from the respective quarterly results, net income would have been $69,247, or $1.50 per share in the three months ended June 30, 2025 compared to $60,526, or $1.24 per share, in the prior year quarter.

Revenue for the nine months ended June 30, 2025 was $1,857,744 compared to $1,963,847 in the prior year period, a decrease of $106,103, or 5%, due to the decreased revenue at HBP and CPP of 2% and 11%, respectively. Net income for the nine months ended June 30, 2025 was $7,474 or $0.16 per share, compared to $147,406, or $2.94 per share, in the prior year period.

The current year-to-date results from operations included the following:

– Goodwill and intangible asset impairments of $243,612 ($217,154, net of tax, or $4.63 per share);

– Strategic review - retention and other of $3,883 ($2,886, net of tax, or $0.06 per share);

– Gain on sale of real estate of $8,279 ($6,169, net of tax, or $0.13 per share); and

– Discrete and certain other tax benefits, net, of $28,626 or $0.61 per share.

The prior year-to-date results from operations included the following:

– Restructuring charges of $33,489 ($24,973, net of tax, or $0.50 per share);

– Strategic review - retention and other of $9,204 ($6,887, net of tax, or $0.14 per share);

– Loss on debt extinguishment of $1,700 ($1,292, net of tax, or $0.03 per share);

– Loss on sale of real estate of $167 ($105, net of tax, or $0.00 per share); and

– Discrete and certain other tax provisions, net, of $2,640 or $0.05 per share.

Excluding these items from the respective periods, net income would have been $192,719, or $4.11 per share in the nine months ended June 30, 2025, compared to $183,303, or $3.66 per share, in the prior year period.

Table of Contents

Griffon evaluates performance based on adjusted net income and the related adjusted earnings per share, which are non-GAAP measures that exclude ~~restructuring~~the ~~charges~~impact of retirement plan events, non-cash impairment charges, loss from debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of net income ~~(loss)~~ to adjusted net income and earnings ~~(loss)~~ per share to adjusted earnings per share:

	For the Three Months Ended June 30,					For the Nine Months Ended June 30,
			For the Three Months Ended December 31,
	~~2025~~		~~2024~~			2025		2024
	~~(Unaudited)~~				(Unaudited)
Net income (loss)	$	(120,139)	$	41,086		$	7,474	$	147,406
Net income						$	64,387	$	70,851
Adjusting items:
Restructuring charges(1)	—		18,688			—		33,489
Impact of retirement plan events(1)						1,609		—
Goodwill and intangible asset impairments	243,612		—			243,612		—
Loss from debt extinguishment						556		—
(Gain) loss on sale of real estate	(122)		725			(8,279)		167
Gain on sale of real estate						—		(7,974)
Loss from debt extinguishment	—		1,700			—		1,700
Strategic review - retention and other						—		1,651
Strategic review - retention and other	1,033		1,870			3,883		9,204
Tax impact of above items(2)						(518)		1,595
Tax impact of above items(2)	(26,686)		(5,790)			(25,345)		(11,303)
Discrete and certain other tax provisions (benefits), net(3)						268		(250)
Discrete and certain other tax provisions (benefits), net(3)	(28,451)		2,247			(28,626)		2,640
Adjusted net income						$	66,302	$	65,873
Adjusted net income	$	69,247	$	60,526		$	192,719	$	183,303
Earnings per common share						$	1.41	$	1.49
Earnings (loss) per common share	$	(2.65)	$	0.84		$	0.16	$	2.94
Adjusting items, net of tax:
Adjusting items, net of tax:
Impact of retirement plan events(1)						0.03		—
Anti-dilutive share impact(4)	0.05		—			—		—
Loss from debt extinguishment						0.01		—
Restructuring charges(1)	—		0.29			—		0.50
Gain on sale of real estate						—		(0.13)
Goodwill and intangible asset impairments	4.69		—			4.63		—
Strategic review - retention and other						—		0.03
(Gain) loss on sale of real estate	—		0.01			(0.13)		—
Discrete and certain other tax provisions (benefits), net(3)						0.01		(0.01)
Loss from debt extinguishment	—		0.03			—		0.03
Adjusted earnings per common share						$	1.45	$	1.39
Strategic review - retention and other	0.02		0.03			0.06		0.14
Diluted weighted-average shares outstanding (in thousands)						45,765		47,541
Discrete and certain other tax provisions (benefits), net(3)	(0.61)		0.05			(0.61)		0.05
Adjusted earnings per common share	$	1.50	$	1.24		$	4.11	$	3.66
Weighted-average shares outstanding (in thousands)	45,320		47,034			45,505		47,921
Diluted weighted-average shares outstanding (in thousands)	46,270		48,851			46,911		50,085

Note: Due to rounding, the sum of earnings per common share and adjusting items, net of tax, may not equal adjusted earnings per common share.

(1) For the three ~~and nine~~ months ended ~~June~~December 3031, ~~2024~~2025, ~~restructuring~~the ~~charges~~impact ~~related~~of toretirement ~~the~~plan ~~CPP~~events ~~global~~relates ~~sourcing~~to ~~expansion,~~a ofnon-cash ~~which~~charge of $151,~~744~~609 ~~and~~included ~~$28~~in Other,~~724,~~ ~~are~~net ~~included~~associated inwith ~~Cost~~the establishment of ~~goods~~a ~~and~~retiree ~~services~~medical ~~and~~plan. The ~~$2,944~~Company ~~and~~will ~~$4,765~~recognize ~~are~~a ~~included~~non-cash incharge ~~SG&A~~related into ~~the~~such ~~Company's~~plan ~~Condensed~~of ~~Consolidated~~$5,362 ~~Statement~~ratably over the first 10 months of ~~Operations~~fiscal 2026.

(2) The tax impact for the above reconciling adjustments from GAAP net income to non-GAAP ~~Net~~adjusted net income and the related adjusted EPS is determined by comparing the Company's tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments.

(3) Discrete and certain other tax provisions (benefits), ~~net~~ primarily relate to the impact of a rate differential between the statutory and annual effective tax rates on items impacting the quarter.

(4) For the quarter ended June 30, 2025, earnings (loss) per common share was calculated using basic weighted-average shares outstanding, as presented on the face of the Statement of Operations. The anti-dilutive share impact represents the impact of converting from basic shares used in calculating earnings (loss) per common share to the diluted shares used in calculating earnings (loss) per common share from a net loss. 29

Table of Contents

RESULTS OF OPERATIONS

Three ~~and Nine~~ Months ended ~~June~~December 3031, 2025 and 2024

Griffon evaluates performance and allocates resources based on each segment adjusted EBITDA, a non-GAAP measure, which is defined as income ~~(loss)~~ before taxes, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, ~~restructuring charges, gain/loss from debt extinguishment~~ and acquisition related expenses, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors for the same reason. See table provided in Note 1312 - Reportable Segments for a reconciliation of adjusted EBITDA to income ~~(loss)~~ before taxes.

Home and Building Products

	For the Three Months Ended June 30,								For the Nine Months Ended June 30,
	For the Three Months Ended December 31,
	2025				2024				~~2025~~				~~2024~~
Residential	$	~~227~~234,~~124~~590			$	~~223~~228,~~978~~534			$	~~661,551~~			$	~~664,098~~
Commercial	173,~~120~~414				~~170~~166,~~236~~867				~~502,342~~				~~517,969~~
Total Revenue	$	~~400~~408,~~244~~004			$	~~394~~395,~~214~~401			$	~~1,163,893~~			$	~~1,182,067~~
Adjusted EBITDA	$	~~128~~122,~~755~~835	3230.21	%	$	~~118~~127,~~516~~042	3032.1	%	$	~~365,231~~	~~31.4~~	%	$	~~372,159~~	~~31.5~~	%
Depreciation and amortization	$	4,~~440~~401			$	34,~~883~~275			$	~~13,049~~			$	~~11,288~~

For the quarter ended ~~June~~December 3031, 2025, HBP revenue increased $612,~~030~~603, or 23%, compared to the prior year quarter, primarily due to favorable ~~price~~pricing and mix of 37% for both residential and commercial, partially offset by ~~decreased~~reduced volume of 14% driven by residential.

For the quarter ended ~~June~~December 3031, 2025, adjusted EBITDA of $~~128~~122,~~755~~835 ~~increased~~decreased $104,~~239,~~207 or 93%, compared to $~~118~~127,~~516~~042 in the prior year quarter, resulting from increased ~~revenue~~material ~~noted~~costs, ~~above~~labor costs and operating expenses and the impact of reduced ~~material~~volume ~~costs~~on absorption, partially offset by increased ~~labor~~revenue ~~costs~~noted above.

For the ~~nine~~quarter ~~months~~ ended ~~June~~December 3031, 2025, ~~revenue~~segment ~~decreased~~depreciation ~~$18,174,~~and oramortization ~~2%,~~increased $126 compared towith the prior year ~~period,~~quarter due to ~~decreased~~new ~~volume~~assets ofplaced ~~3%,~~in ~~partially offset by favorable price and mix of 1%~~service.

For the nine months ended June 30, 2025, adjusted EBITDA of $365,231 decreased $6,928, or 2%, compared to $372,159 in the prior year period, resulting from decreased revenue noted above and the related volume impact on overhead absorption, and increased labor costs, partially offset by reduced material costs.

For the quarter and nine months ended June 30, 2025, segment depreciation and amortization increased $557 and $1,761, respectively, compared to the prior year periods, due to new assets placed in service.

Consumer and Professional Products

For the Three Months Ended June 30,

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

2025

2024

~~2025~~

~~2024~~

United States

122,~~884~~525

~~162~~128,~~516~~823

~~395,825~~

~~496,830~~

Europe

174,~~270~~161

194,~~342~~540

~~34,343~~

~~42,940~~

Canada

1121,~~081~~330

1216,~~998~~004

~~43,391~~

~~50,389~~

Australia

5789,~~212~~826

5283,~~706~~131

~~205,583~~

~~174,607~~

All other countries

43,~~936~~242

64,~~038~~472

~~14,709~~

~~17,014~~

Total Revenue

~~213~~241,~~383~~084

~~253~~236,~~600~~970

~~693,851~~

~~781,780~~

Adjusted EBITDA

~~19,222~~$

21,730

9.0

2218,~~263~~192

87.87

~~61,140~~

~~8.8~~

~~47,923~~

~~6.1~~

Depreciation and amortization

11,~~238~~129

11,~~225~~218

~~33,634~~

~~33,453~~

36For the quarter ended December 31, 2025, revenue increased $4,114, or 2%, compared to the prior year quarter, primarily driven by price and mix with increased volume in Australia and Canada, offset by decreased volume in the United States.

For the quarter ended December 31, 2025, adjusted EBITDA of $21,730 increased $3,538 compared to $18,192 in the prior year quarter, primarily due to the net increase in revenue noted above.

For the quarter ended December 31, 2025, segment depreciation and amortization remained consistent with the prior year quarter.

Table of Contents

For the quarter ended June 30, 2025, revenue decreased $40,217, or 16%, compared to the prior year quarter, primarily driven by decreased volume of 19% due to reduced consumer demand across all geographic regions, except Australia, and disrupted historical customer ordering patterns in the U.S. due to increased tariffs. CPP benefited from price and mix of 2% and incremental revenue from the Pope acquisition contributed 1%. Foreign currency did not have a material impact on the current quarter revenue.

For the quarter ended June 30, 2025, adjusted EBITDA of $19,222 decreased $3,041 compared to $22,263 in the prior year quarter, primarily due to decreased revenue noted above, partially offset by the benefits from the U.S. global sourcing expansion initiative, improved margins across all geographic regions, and reduced administrative expenses. Foreign currency had a 1% unfavorable impact on the current quarter adjusted EBITDA.

For the nine months ended June 30, 2025, revenue decreased $87,929, or 11%, compared to the prior year period, driven by decreased volume of 13% due to reduced consumer demand across all geographic regions, except Australia, and disrupted historical customer ordering patterns in the U.S. due to increased tariffs. CPP benefited in Australia from increased organic volume and incremental revenue from the Pope acquisition contributed 3%. Foreign currency had a 1% unfavorable impact on the current nine month period revenue.

For the nine months ended June 30, 2025, adjusted EBITDA of $61,140 increased $13,217 compared to $47,923 in the prior year period, primarily due to the benefits from the U.S. global sourcing expansion initiative and increased volume in Australia, partially offset by the decreased revenue noted above. Foreign currency had a 2% unfavorable impact on the current nine month period adjusted EBITDA.

For the quarter and nine months ended June 30, 2025, segment depreciation and amortization remained consistent with prior year periods.

On July 1, 2024 Griffon announced that its subsidiary, AMES, expanded the scope of its Australian operations by acquiring substantially all the assets of Pope, a leading Australian provider of residential watering products, from The Toro Company (NYSE:TTC) for a purchase price of approximately AUD 21,800 (approximately $14,500) in cash. This is CPP's seventh acquisition in Australia since 2013, and further expands AMES’s product portfolio in the Australian market. Pope generated over $25,000 in revenue in its first full year of operations.

Unallocated

For the quarter ended ~~June~~December 3031, 2025, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs ~~totaling~~of $1314,~~264 compared to $15~~984,~~285~~ inincreasing ~~the prior year quarter; and for the nine months ended June 30, 2025, unallocated amounts totaled~~ $~~41,941~~942 compared to ~~$44,006 in~~ the prior year ~~period. The decrease in the current~~ quarter ~~compared~~of ~~to the prior year quarter was primarily due to a decrease in Employee Stock Ownership Plan (ESOP) costs. The decrease in the current nine month period ended June 30~~$14,042, ~~2025 compared to the prior year comparable period was primarily~~ due to ~~a decrease in ESOP costs, partially offset by~~ an increase in ~~stock~~equity ~~based~~ compensation expense.

Goodwill and intangible asset impairments

For the quarter ended June 30, 2025, indicators of impairment were present for the Hunter Fan reporting unit within the CPP reportable segment, driven by a decrease in year-to-date and forecasted sales and operating results primarily due to ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns. Accordingly, a quantitative assessment was performed, which resulted in a non-cash, pre-tax impairment charge for Hunter Fan’s goodwill and indefinite-lived intangible assets of $136,612 and $107,000, respectively, recorded in the third fiscal quarter of 2025. See Note 8 - Goodwill and Other Intangibles.

Strategic review

During the three months ended June 30, 2025 and 2024, we incurred strategic review expenses of $1,033 ($773, net of tax) and $1,870 ($1,390, net of tax), respectively, and during the nine months ended June 30, 2025 and 2024, we incurred strategic review expenses of $3,883 ($2,886, net of tax) and $9,204 ($6,887, net of tax), respectively, primarily for retention payments and other costs related to the strategic review process that concluded in April 2023.

Table of Contents

Segment Depreciation and Amortization

For the three months ended ~~June~~December 3031, 2025, segment depreciation and amortization of $15,~~678~~530 ~~increased~~remained ~~$570~~consistent ~~compared~~with ~~to $15,108 in~~ the prior year quarter~~, and for the nine months ended June 30, 2025, segment depreciation and amortization of $46,683 increased $1,942 compared to $44,741 in the prior year period~~. ~~The increase in both the three and nine months ended June 30, 2025, is primarily due to depreciation for new assets placed in service.~~

Other Income (Expense)

For the quarters ended ~~June~~December 3031, 2025 and 2024, Other income (expense) of $~~247~~(1,090) and $~~350~~1,832, respectively, includes $~~163~~71 and $~~120~~440, respectively, of net currency exchange ~~transaction~~gains ~~losses~~in ~~from~~connection with the translation of receivables and payables ~~held~~denominated in ~~non-~~currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income of $137 and $301, respectively, net gains (~~expense~~losses) on investments of $~~302~~(129) and ($~~34)~~70, respectively, and ~~net~~royalty ~~investment~~ income ~~(loss)~~ of ($~~424)~~518 and $10590, respectively. Additionally, Other income (expense) ~~also~~ includes ~~royalty~~a ~~income~~charge of $~~501~~1,609 ~~and~~recorded ~~$549~~in ~~for~~ the three months ended ~~June~~December 3031, 2025 ~~and~~associated ~~2024,~~with ~~respectively~~the establishment of a new retiree medical plan.

For the nine months ended June 30, 2025 and 2024, Other income (expense) of $2,591 and $1,608, respectively, includes $54 and $72, respectively, of net currency exchange transaction gains from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $902 and ($103), respectively, as well as ($370) and $95, respectively of net investment income (loss). Other income (expense) also includes royalty income of $1,647 and $1,649, for the nine months ended June 30, 2025 and 2024, respectively.

Provision for income taxes

During the quarter ended ~~June~~December 3031, 2025, the Company recognized a tax ~~benefit~~provision of $2925,~~061~~579 on aincome ~~loss~~ before taxes of $~~149~~89,~~200~~966, compared to a tax provision of $1926,~~923~~569 on income before taxes of $6197,~~009~~420 in the prior year quarter. The current year quarter results included ~~goodwill~~the ~~and~~impact ~~intangible asset impairments~~ of ~~$243,612~~retirement ~~($217,154,~~plan ~~net~~events of ~~tax); strategic review costs - retention and other of~~ $1,~~033~~609 ($~~773~~1,224, net of tax); ~~gain~~loss onfrom ~~sale~~debt ofextinguishment ~~real estate~~ of $~~122~~556 ($90423, net of tax); and discrete and certain other tax ~~benefits~~provisions, net, that affect comparability of $~~28,451~~268. The prior year quarter results included ~~restructuring~~a ~~charges~~gain on the sale of real estate of $187,~~688~~974 ($135,~~991~~943, net of tax); strategic review costs - retention and other of $1,~~870~~651 ($1,~~390~~215, net of tax); ~~loss on debt extinguishment of $1,700 ($1,292, net of tax); loss on sale of real estate of $725 ($520 net of tax);~~ and discrete and certain other tax ~~provisions~~benefits, net, that affect comparability of $~~2,247~~250. Excluding these items, the effective tax rates for the quarters ended ~~June~~December 3031, 2025 and 2024 were 2728.40% and 27.97%, respectively.

During the nine months ended June 30, 2025, the Company recognized a tax provision of $19,383 on income before taxes of $26,857, compared to a tax provision of $62,318 on income before taxes of $209,724 in the comparable prior year period. The nine month period ended June 30, 2025 included goodwill and intangible asset impairments of $243,612 ($217,154, net of tax); gain on sale of real estate of $8,279 ($6,169, net of tax); strategic review - retention and other of $3,883 ($2,886, net of tax); and discrete and other tax benefits, net, that affect comparability of $28,626. The nine month period ended June 30, 2024 included restructuring charges of $33,489 ($24,973, net of tax); strategic review - retention and other of $9,204 ($6,887, net of tax); loss on debt extinguishment of $1,700 ($1,292, net of tax); loss on sale of real estate of $167 ($105, net of tax); and discrete and other certain tax provisions, net, that affect comparability of $2,640. Excluding these items, the effective tax rates for the nine months ended June 30, 2025 and 2024 were 27.6% and 27.9%, respectively.

Stock-based compensation

For the quarters ended ~~June~~December 3031, 2025 and 2024, stock based compensation expense, ~~which~~related ~~includes~~to ~~expense for both~~ restricted stock ~~grants~~ and ~~the~~restricted ~~ESOP, totaled $5,968 and $7,052, respectively. For the nine months ended June 30, 2025 and 2024,~~ stock ~~based~~unit ~~compensation~~awards ~~expense~~ totaled $176,~~861~~427 and $195,~~726~~378, respectively. The decrease in expense for the three and nine month periods ended June 30, 2025 compared to the prior year periods was primarily due to a decrease in ESOP expense, partially offset by an increase in stock compensation expense driven by the timing of equity awards granted.

The decrease in the ESOP expense was due to the plan being frozen as of September 30, 2024 (meaning that, for plan years after this date, no additional employees will become participants under the ESOP and no new voluntary contributions will be made to the ESOP). Additionally, during the first quarter ended December 31, 2024 the final loan payment was made by the ESOP to the Company and compensation expense was fully offset by dividends paid. As of December 31, 2024 there were 4,166,038 shares of common stock in the ESOP, all of which were allocated to participant accounts.

Table of Contents

Comprehensive income (loss)

For the quarter ended ~~June~~December 3031, 2025, total other comprehensive income, net of taxes, of $124,~~446~~552 included a gain of $123,~~244~~601 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian ~~Dollar~~ and Canadian Dollar, all in comparison to the U.S. Dollar; ~~and~~ a $~~897~~977 ~~benefit~~loss ~~from~~on ~~pension~~cash ~~amortization,~~flow ~~partially~~hedges; ~~offset~~and by a $~~695~~1,928 ~~loss~~benefit onfrom ~~cash~~pension ~~flow hedges~~amortization.

For the quarter ended ~~June~~December 3031, 2024, total other comprehensive loss, net of taxes, of $117,~~222~~699 included a ~~$927~~ loss ~~on cash flow hedges and a loss~~ of $~~827~~20,018 from foreign currency translation adjustments primarily due to the weakening of the Euro, British Pound and Australian and Canadian Dollar, all in comparison to the U.S. Dollar; ~~partially~~a ~~offset~~$2,264 bygain on cash flow hedges; and a $~~532~~55 benefit from pension amortization.

For the nine months ended June 30, 2025, total other comprehensive loss, net of taxes, of $2,836 included a loss of $4,804 from foreign currency translation adjustments primarily due to the weakening of the Australian Dollar and Canadian Dollar, partially offset by the strengthening of the Euro and British Pound, all in comparison to the U.S. Dollar; partially offset by a $1,493 benefit from pension amortization; and a $475 gain on cash flow hedges.

For the nine months ended June 30, 2024, total other comprehensive income, net of taxes, of $4,357 included a gain of $2,212 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian Dollar, partially offset by the weakening of the Canadian Dollar, all in comparison to the U.S. Dollar; a $1,595 benefit from pension amortization; and a $550 gain on cash flow hedges.

DISCONTINUED OPERATIONS

At ~~June~~December 3031, 2025 and September 30, ~~2024~~2025, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves totaling $97,~~035~~984 and $78,~~768~~726, respectively. Griffon's assets for discontinued operations primarily relate to insurance claims. There were no reported ~~revenue~~revenues or ~~expenses~~costs in the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024 for discontinued operations.

3931

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Management assesses Griffon’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. Significant factors affecting liquidity include cash flows from operating activities, capital expenditures, acquisitions, dispositions, bank lines of credit and the ability to attract long-term capital under satisfactory terms. Griffon believes it has sufficient liquidity available to invest in existing businesses and strategic acquisitions while managing its capital structure on both a short-term and long-term basis.

As of ~~June~~December 3031, 2025, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $5841,~~800~~600. Our intent is to permanently reinvest these funds, except in limited circumstances, outside the U.S., and we do not currently anticipate that we will need funds generated from foreign operations to fund our domestic operations. The Company may repatriate cash from its non-U.S. subsidiaries if the Company determines that it is beneficial for the company and tax efficient. The Company has accrued a deferred tax liability for withholding taxes on previously taxed earnings and profit (PTEP) which are not considered permanently reinvested. In the event we determine that additional funds from non-U.S. operations are needed to fund operations in the U.S., we will be required to accrue and pay U.S. taxes to repatriate these additional funds.

Griffon's primary sources of liquidity are cash flows generated from operations, cash on hand and our secured $500,000 revolving credit facility ("Revolver"), which matures in August 2028. During the ~~nine~~three months ended ~~June~~December 3031, 2025, the Company generated $~~282~~106,~~481~~992 of net cash from operating activities and, as of ~~June~~December 3031, 2025, the Company had $~~449~~485,~~510~~672 available, subject to certain loan covenants, for borrowing under the Revolver. The Company had cash and ~~cash~~ equivalents of $~~107~~95,~~279~~280 at ~~June~~December 3031, 2025.

The following table is derived from the Condensed Consolidated Statements of Cash Flows:

Cash Flows from Operations	For the Nine Months Ended June 30,
Cash Flows	For the Three Months Ended December 31,
	2025		2024
Net Cash Flows Provided by (Used In):
Operating activities	$	~~282~~106,~~481~~992	$	~~307~~142,~~938~~922
Investing activities	(217,~~972~~662)		(~~34,277~~236)
Financing activities	(~~269~~101,~~538~~554)		(~~238~~108,~~712~~121)

Cash flows provided by operating activities for the ~~nine~~three months ended ~~June~~December 3031, 2025 was $~~282~~106,~~481~~992, compared to $~~307~~142,~~938~~922 in the prior year period. In ~~The~~both ~~variance~~the ~~was~~three ~~primarily~~months ~~driven~~ended December 31, 2025 and 2024, cash provided by anoperating ~~increase~~activities benefited from increased cash generated from operations at HBP and decreases in net working capital,. The ~~mainly~~net ~~due~~working tocapital ~~higher~~decrease ~~inventory~~for ~~levels~~the ~~and~~three ~~decreases~~months ended December 31, 2025 was primarily driven by a decrease in accounts ~~payable~~receivable, ~~and~~while ~~accrued~~the ~~liabilities. This~~decrease for the three months ended December 31, 2024 was ~~partially~~primarily ~~offset~~driven by a decrease in accounts receivable and an increase in ~~cash~~accounts ~~generated~~payable ~~from~~and ~~operations~~accrued liabilities.

Cash flows used in investing activities is primarily comprised of capital expenditures and proceeds from the sale of property, plant and equipment. During the ~~nine~~three months ended ~~June~~December 3031, 2025, cash flows used in investing activities was $217,~~972~~662 compared to $~~34,277~~236 in the prior year period. Cash flows used in investing activities in the current period consisted of capital expenditures ~~totaling $39,867, partially offset by proceeds~~ of $177,~~895 primarily from the sale of real estate~~662. In the prior year period, cash flows used in investing activities consisted primarily of capital expenditures ~~totaling~~of $4717,~~849~~456, partially offset by proceeds oftotaling $1317,~~572~~220 from the sale of real estate.

During the ~~nine~~three months ended ~~June~~December 3031, 2025, cash used in financing activities totaled $~~269~~101,~~538~~554 compared to $~~238~~108,~~712~~121 in the prior year period. Cash flows used in financing activities in the current period consisted of the purchase of shares of common stock in connection with the board authorized share repurchase program, including excise taxes, and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $~~161~~30,~~709~~308, ~~net~~the ~~repayments~~payment of dividends of $11,196 and payments of long-term debt of $7660,~~117,~~000 ~~primarily~~ related to the ~~Revolver,~~Term ~~and~~Loan ~~the payment of dividends of $31,622~~B. Cash flows used in financing activities in the prior year period consisted primarily of repayments of long-term debt of $50,000, primarily related to the Revolver, the purchase of shares of common stock in connection with the Board authorized share repurchase program and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $~~241~~49,~~501~~083, and the payment of dividends of $289,~~770, partially offset by net proceeds from long-term debt of $32,773, primarily related to the Revolver~~037.

During the nine months ended June 30, 2025, 583,893 shares, with a market value of $45,277, or an average of $77.54 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. This amount excludes excise tax benefits of $528 for the nine months ended June 30, 2025.32

Table of Contents

During the ~~nine~~ ~~months~~quarter ended ~~June~~December 3031, 2025, ~~the~~159,856 ~~Board~~shares, ofwith ~~Directors~~a ~~approved~~market ~~and~~value ~~paid~~of ~~three quarterly cash dividends each for~~ $~~0.18 per share. During fiscal 2024~~11,989, ~~the~~or ~~Board~~an average of ~~Directors approved and paid four quarterly cash dividends each for~~ $075.1500 per share, ~~totaling~~were ~~$0.60~~withheld ~~per share. The Company currently intends~~ to ~~pay~~settle ~~dividends~~employee ~~each~~taxes ~~quarter;~~due ~~however,~~upon ~~payment of dividends is determined by~~ the ~~Board~~vesting of ~~Directors~~restricted ~~at its discretion based on various factors~~stock, and nowere ~~assurance~~added ~~can~~to betreasury ~~provided~~stock. This asexcludes toexcise ~~the~~tax ~~payment~~benefits of ~~future dividends~~$143.

OnDuring ~~August~~the 5three months ended December 31, 2025, the Board of Directors ~~declared~~approved and paid a quarterly cash dividend of $0.1822 per share. During fiscal 2025, ~~payable~~the onBoard ~~September~~of 16Directors approved four quarterly cash dividends each for $0.18 per share, ~~2025~~totaling $0.72 per share for the year. The Company currently intends to ~~shareholders~~pay ofdividends ~~record~~each asquarter; however, payment of dividends is determined by the ~~close~~Board of ~~business~~Directors at its discretion based on ~~August~~various 29factors, ~~2025~~and no assurance can be provided as to the payment of future dividends.

On ~~November~~February 134, ~~2024~~2026, ~~Griffon announced that~~ the Board of Directors ~~approved~~declared ana ~~additional~~quarterly ~~increase~~cash dividend of $~~400,000 to its share repurchase authorization~~0. ~~Under~~22 ~~the~~per ~~authorized~~ share ~~repurchase program~~, ~~the~~payable ~~Company~~on ~~may,~~March ~~from time to time~~18, ~~purchase~~2026 ~~shares of its common stock in the open market, including pursuant~~ to ashareholders 10b5-1 plan, pursuant to an accelerated share repurchase program or issuer tender offer, or in privately negotiated transactions. Share repurchases during the nine months ended June 30, 2025 totaled 1,611,454 shares of ~~common~~record ~~stock,~~as ~~for a total~~ of ~~$113,125,~~the orclose ~~an average~~ of ~~$70.20~~business ~~per~~on ~~share. This~~February ~~amount excludes excise taxes incurred for share repurchases of $1~~27,~~112~~ ~~for the nine months ended June 30, 2025~~2026. ~~As of June 30, 2025, $319,568 remained under the Board authorized repurchase program.~~

~~During~~On November 13, 2024, Griffon announced that the ~~nine~~Board ~~months~~of ~~ended~~Directors ~~June 30,~~approved ~~2025~~an ~~and~~additional ~~2024~~increase of $400,000 ~~cash~~to ~~used~~its inshare ~~discontinued~~repurchase ~~operations~~authorization. Under ~~from~~the ~~operating~~authorized ~~activities~~share ~~was~~repurchase ~~$820~~program, ~~and~~the $3Company may,~~707~~ from time to time, ~~respectively~~purchase shares of its common stock in the open market, ~~primarily~~including ~~related~~pursuant to ~~the~~a ~~settling~~10b5-1 ofplan, ~~certain~~pursuant ~~liabilities~~to ~~and~~an ~~environmental~~accelerated ~~costs~~share repurchase program or issuer tender offer, or in privately negotiated transactions. ~~During~~Share repurchases during the ~~nine~~three months ended ~~June~~December 3031, 2025, ~~cash~~totaled ~~provided~~246,737 byshares ~~discontinued~~of ~~operations~~common stock, for ~~investing~~a ~~activities~~total of $~~137~~18,063, ~~related~~or toan ~~proceeds~~average ~~from~~of an$73.21 ~~insurance~~per ~~recovery~~share, excluding excise taxes of $181. As of December 31, 2025, $279,950 remained under the Board authorized repurchase program.

Cash and Equivalents and Debt	June 30,		September 30,
	2025		2024
Cash and equivalents	$	107,279	$	114,438
Notes payable and current portion of long-term debt	8,123		8,155
Long-term debt, net of current maturities	1,442,855		1,515,897
Debt discount/premium and issuance costs	12,591		15,633
Total gross debt	1,463,569		1,539,685
Debt, net of cash and equivalents	$	1,356,290	$	1,425,247

During the three months ended December 31, 2025 and 2024, cash used in discontinued operations from operating activities was $730 and $180, respectively, primarily related to the settling of certain liabilities and environmental costs.

During 2020, Griffon issued, at par, $1,000,000 of 5.75% Senior Notes due 2028 (the “2028 Senior Notes”). Proceeds from the 2028 Senior Notes were used to redeem $1,000,000 of 5.25% Senior Notes due in 2022. In connection with the issuance and exchange of the 2028 Senior Notes, Griffon capitalized $16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes. During 2022, Griffon purchased $25,225 of 2028 Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161. As of June 30, 2025, outstanding 2028 Senior Notes due totaled $974,775; interest is payable semi-annually on March 1 and September 1.


Cash and Equivalents and Debt	December 31,		September 30,
	2025		2025
Cash and equivalents	$	95,280	$	99,045
Notes payable and current portion of long-term debt	8,119		8,103
Long-term debt, net of current maturities	1,346,110		1,404,387
Debt discount/premium and issuance costs	9,930		11,536
Total gross debt	1,364,159		1,424,026
Debt, net of cash and equivalents	$	1,268,879	$	1,324,981

~~The~~During ~~2028~~2020, Griffon issued, at par, $1,000,000 of 5.75% Senior Notes ~~are~~due ~~senior~~2028 ~~unsecured~~(the ~~obligations~~“Senior ofNotes”). Proceeds ~~Griffon~~from ~~guaranteed~~the bySenior ~~certain~~Notes ~~domestic~~were ~~subsidiaries~~used to redeem $1,000,000 ~~and~~of ~~subject~~5.25% toSenior ~~certain~~Notes ~~covenants,~~due ~~limitations~~in 2022. In connection with the issuance and ~~restrictions. The~~exchange ~~2028~~of the Senior Notes, ~~were~~Griffon ~~registered~~capitalized ~~under~~$16,448 ~~the~~of ~~Securities~~underwriting ~~Act~~fees ofand ~~1933~~other expenses incurred, aswhich ~~amended~~is ~~(the~~being ~~"Securities~~amortized ~~Act")~~over ~~via~~the anterm ~~exchange~~of ~~offer~~such notes. ~~The~~During ~~fair~~2022, ~~value~~Griffon ofpurchased ~~the~~$25,225 ~~2028~~of Senior Notes ~~approximated~~in ~~$971,120~~the onopen ~~June 30,~~market ~~2025~~at ~~based~~a ~~upon~~weighted ~~quoted~~average ~~market~~discount ~~prices~~of ~~(Level~~91.82% 1of ~~inputs)~~par, or $23,161. As Atof ~~June~~December 3031, 2025, outstanding Senior Notes due totaled $5974,~~386~~775; ofinterest ~~underwriting~~is ~~fees~~payable ~~and~~semi-annually ~~other~~on ~~expenses~~March ~~incurred~~1 ~~remained~~and toSeptember ~~be amortized~~1.

OnThe ~~January~~Senior ~~24,~~Notes ~~2022,~~are ~~Griffon~~senior ~~amended~~unsecured ~~and~~obligations ~~restated~~of ~~its~~Griffon ~~Credit~~guaranteed ~~Agreement~~by ~~(the~~certain ~~"Credit~~domestic ~~Agreement")~~subsidiaries, toand ~~provide~~subject ~~for~~to acertain ~~new $800~~covenants,~~000~~ ~~Term~~limitations ~~Loan~~and Brestrictions. The ~~facility,~~Senior ~~due~~Notes ~~January~~were ~~24,~~registered ~~2029,~~under inthe ~~addition~~Securities toAct ~~the~~of ~~revolving~~1933, ~~credit~~as ~~facility~~amended (the "~~Revolver~~Securities Act") ~~provided~~via ~~for~~an ~~under~~exchange ~~the Credit Agreement~~offer. The ~~Term~~fair ~~Loan~~value ~~B facility was issued at 99.75%~~ of ~~par~~the ~~value. Since~~Senior ~~that~~Notes ~~time,~~approximated ~~Griffon prepaid~~ $~~325~~972,~~000~~338 ~~aggregate~~on ~~principal~~December 31, ~~amount~~2025 ofbased ~~the~~upon ~~Term~~quoted ~~Loan~~market B,prices ~~which~~(Level ~~permanently~~1 ~~reduced the outstanding balance~~inputs). As ofAt ~~June~~December 3031, 2025, ~~the~~$4,376 ~~Term~~of ~~Loan~~underwriting Bfees ~~outstanding~~and ~~balance~~other ~~was~~expenses ~~$451,000~~incurred remained to be amortized.

On ~~June~~January 2624, ~~2024~~2022, Griffon ~~further~~ amended and restated its Credit Agreement (the "Credit Agreement") to ~~favorably~~provide ~~reprice~~for ~~the~~a new $800,000 Term Loan B facility., ~~The~~due ~~amendment~~January ~~reduced~~24, ~~the~~2029, ~~margin~~in ~~above~~addition ~~Secured~~to ~~Overnight~~the ~~Financing~~revolving ~~Rate~~credit facility (the "~~SOFR~~Revolver") byprovided ~~0.25%,~~for ~~eliminated~~under the ~~credit~~Credit ~~spread~~Agreement. ~~adjustment~~The ~~and~~Term ~~reduced~~Loan ~~the~~B ~~SOFR~~facility ~~floor~~was ~~from~~issued 0at 99.5075% toof 0%par value. InAdditionally, ~~connection~~during ~~with~~2024 ~~the amendment,~~ Griffon ~~recognized~~further aamended ~~$1,700~~its ~~loss~~Credit onAgreement ~~debt~~to ~~extinguishment~~favorably ~~primarily~~reprice ~~consisting of~~ the ~~write-off~~Term ofLoan ~~unamortized~~B ~~debt~~facility. The ~~issuance~~amendment ~~costs~~reduced ~~and~~the ~~original~~margin ~~issue~~above ~~discount~~Secured ~~related~~Overnight toFinancing ~~portions~~Rate of("SOFR") ~~the~~by ~~Term~~0.25%, ~~Loan~~eliminated Bthe ~~facility~~credit ~~that~~spread ~~were~~adjustment ~~repaid~~ and ~~then~~reduced ~~reborrowed~~the ~~from~~SOFR ~~new~~floor ~~lenders~~from 0.50% ~~At June 30, 2025, $4,482 of costs incurred remained~~ to ~~be amortized~~0%.

41The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00% (5.68% as of December 31, 2025). The Term Loan B facility continues to require nominal quarterly principal payments of $2,000, potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds and a final balloon payment due at maturity. Term Loan B borrowings may generally be repaid without penalty. Once repaid, Term Loan B borrowings may not be reborrowed. The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver

Table of Contents

~~The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.25%~~ (~~6.58%~~ as of June 30, 2025). The Term Loan B facility continues to require nominal quarterly principal payments of $2,000, potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds and a final balloon payment due at maturity. Term Loan B borrowings may generally be repaid without penalty. Once repaid, Term Loan B borrowings may not be reborrowed. The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver (as described below), but is not subject to any financial maintenance covenants. Term Loan B borrowings are secured by the same collateral that secures borrowings under the Revolver, on an equal and ratable basis. The fair value of the Term Loan B facility approximated $~~451~~390,~~564~~459 on ~~June~~December 3031, 2025 based upon quoted market prices (Level 1 inputs).

OnDuring ~~August~~the 1quarter ended December 31, ~~2023~~2025, Griffon ~~amended~~prepaid ~~and~~$58,000 ~~restated~~of the ~~Credit~~aggregate ~~Agreement~~principal toamount ~~increase~~outstanding under the ~~maximum~~Term ~~borrowing~~Loan ~~availability~~B ~~under~~facility, in addition to the ~~Revolver~~required ~~from~~principal ~~$400,000~~payment toof $~~500~~2,000. ~~and~~In ~~extend~~connection ~~the~~with ~~maturity~~this ~~date~~prepayment ofGriffon ~~the~~recognized ~~Revolver~~a ~~from~~$556 ~~March~~loss ~~22,~~on ~~2025~~debt ~~to August 1~~extinguishment, ~~2028.~~$500 Inrelated ~~the~~to ~~event~~ the ~~2028~~write-off ~~Senior~~of ~~Notes~~underwriting ~~are~~fees ~~not~~and ~~repaid,~~other ~~refinanced,~~expenses orand ~~replaced~~$56 ~~prior~~of tothe ~~December~~original 1,issue ~~2027,~~discount. Since the ~~Revolver~~inception ~~will~~of ~~mature~~the ~~on December 1~~loan, ~~2027. The~~Griffon ~~amendment~~has ~~also~~prepaid ~~modified~~$383,000 ~~certain~~aggregate ~~other~~principal ~~provisions~~amount of the ~~Credit~~Term ~~Agreement~~Loan B, ~~including~~which ~~increasing~~permanently reduced the ~~letter~~outstanding balance. As of ~~credit~~December 31, ~~sub-facility~~2025, ~~under~~ the ~~Revolver~~Term ~~from~~Loan B outstanding balance was $~~100~~389,000. toAt ~~$125~~December 31,~~000~~ ~~and~~2025, ~~increasing~~unamortized ~~the~~costs ~~customary~~of ~~accordion~~$3,356 ~~feature~~related ~~from~~to aexisting ~~minimum~~and ofnew ~~$375,000~~Term toLoan aB ~~minimum~~facility oflenders ~~$500,000. The~~will ~~Revolver~~continue ~~also~~to ~~includes~~be aamortized ~~multi-currency~~over ~~sub-facility~~the term of ~~$200,000.~~the loan.

~~Borrowings~~On August 1, 2023, Griffon amended and restated the Credit Agreement to increase the maximum borrowing availability under the Revolver ~~may~~from be$400,000 ~~repaid~~to $500,000 and ~~re-borrowed~~extend atthe ~~any~~maturity ~~time.~~date ~~Interest~~of isthe ~~payable~~Revolver onfrom ~~borrowings~~March at22, ~~either~~2025 ato ~~SOFR~~August 1, ~~Sterling~~2028. ~~Overnight~~In ~~Index~~the ~~Average~~event ~~("SONIA")~~the orSenior ~~base~~Notes ~~rate~~are ~~benchmark~~not ~~rate~~repaid, ~~plus~~refinanced, anor ~~applicable~~replaced ~~margin~~prior to December 1, ~~which~~2027, ~~adjusts~~the ~~based~~Revolver will mature on ~~financial~~December ~~performance~~1, 2027. ~~Griffon's~~The ~~SOFR~~amendment ~~loans~~also ~~accrue~~modified ~~interest~~certain atother ~~Term~~provisions ~~SOFR~~of ~~plus~~the aCredit ~~credit~~Agreement, ~~adjustment~~including ~~spread~~increasing ~~and~~the aletter ~~margin~~ of ~~2.00%~~credit ~~(6.43%~~sub-facility atunder ~~June 30~~the Revolver from $100,000 ~~2025)~~to $125,000 and ~~base~~increasing ~~rate~~the ~~loans~~customary ~~accrue~~accordion ~~interest~~feature atfrom ~~prime~~a ~~rate~~minimum ~~plus~~of $375,000 to a ~~margin~~minimum of 1$500,000.~~00%~~ ~~(8.50%~~The atRevolver ~~June 30,~~also ~~2025)~~includes a multi-currency sub-facility of $200,000.

AtBorrowings ~~June 30,~~under ~~2025~~the Revolver may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a SOFR, ~~under~~Sterling ~~the~~Overnight ~~Credit~~Index ~~Agreement~~Average ("SONIA") or base rate benchmark rate, ~~there~~plus ~~was~~an ~~$37~~applicable margin,~~500~~ inwhich ~~outstanding~~adjusts ~~borrowings~~based on ~~the~~financial ~~Revolver;~~performance. ~~outstanding~~Griffon's ~~standby~~SOFR ~~letters~~loans ofaccrue interest at Term SOFR plus a credit ~~were~~adjustment ~~$12~~spread and a margin of 1.75% (5.53% at December 31,~~990~~ 2025); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and ~~$449,510~~a ~~was~~margin ~~available~~of 1.75% (5.51% at December 31, ~~subject~~2025); toand ~~certain~~base ~~loan~~rate ~~covenants,~~loans ~~for~~accrue ~~borrowing~~interest at ~~that~~prime ~~date~~rate plus a margin of 0.75% (7.50% at December 31, 2025).

At December 31, 2025, under the Credit Agreement, there were no outstanding borrowings on the Revolver; outstanding standby letters of credit were $14,328; and $485,672 was available, subject to certain loan covenants, for borrowing at that date.

The Revolver has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Both the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors.

In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility, which expired in December 2024. In January 2025, Garant entered into a new CAD 20,000 revolving credit facility that ~~matures~~was renewed in January 2026 ~~but~~and is renewable annually upon mutual agreement with the lender. The new facility accrues interest at Canadian Overnight Repo Rate Average ("“CORRA"”) plus a credit adjustment spread and a margin of 1.2% (43.2580% as of ~~June~~December 3031, 2025). At ~~June~~December 3031, 2025, there ~~was~~were no ~~balance~~ outstanding borrowings under the revolving credit facility with CAD 20,000 ($14,~~640~~618 as of ~~June~~December 3031, 2025) available ~~for borrowing~~. ~~The facility is secured by substantially all of the assets of Garant. Garant is required to maintain a certain minimum equity and a minimum interest coverage ratio.~~

During 2023, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 15,000 receivable purchase facility to AUD 30,000. The receivable purchase facility was renewed asin of March 2025 and now matures in March 2026, but is renewable annually upon mutual agreement with the lender. The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25% per annum (4.8680% at ~~June~~December 3031, 2025). At ~~June~~December 3031, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($1920,~~617~~109 as of ~~June~~December 3031, 2025) available ~~for borrowing~~. The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level.

~~In February 2024, Griffon repaid in full a loan with the Pennsylvania Industrial Development Authority.~~ The balance in other long-term debt consists ~~primarily~~ of finance leases.

At ~~June~~December 3031, 2025, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements. Net debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company. The Credit Agreement defines the Company's net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA (as defined above) and TTM stock-based compensation expense. Net Debt to EBITDA, as calculated in accordance with this definition, was 2.3x at December 31, 2025.

Net debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company. The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA 34

Table of Contents

(as defined above) and TTM stock-based compensation expense. Net Debt to EBITDA, as calculated in accordance with the definition in the Credit Agreement, was 2.5x at June 30, 2025.

Capital Resource Requirements

Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028, and related annual interest payments of approximately $56,~~058~~050, a Term Loan B facility maturing in 2029 with an outstanding balance of $~~451~~389,000 onat ~~June~~December 3031, 2025 and Revolver maturing in 2028 ~~with~~which anhad no outstanding ~~balance~~borrowings ofat ~~$37~~December 31,~~500~~ 2025. The Term Loan B facility accrues interest at the Term SOFR plus a spread of 2.2500% (65.5868% as of ~~June~~December 3031, 2025). The Term Loan B facility continues to require nominal quarterly principal payments of $2,000, potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds, and a balloon payment due at maturity. ~~The~~ ~~Revolver~~For ~~accrues~~the Revolver, interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance. Griffon's SOFR loans accrue interest at Term SOFR plus a credit spread adjustment and a margin of 21.0075% (65.4353% at ~~June~~December 3031, 2025); SONIA loans accrue interest at SONIA Base Rate plus a credit spread adjustment and a margin of 1.75% (5.51% at December 31, 2025); and base rate loans accrue interest at prime rate plus a margin of 10.0075% (87.50% at ~~June~~December 3031, 2025).

Customers

A small number of customers account for, and are expected to continue to account for, a substantial portion of Griffon’s consolidated revenue. For the ~~nine~~ three months ended ~~June~~December 3031, 2025, our largest customer, The Home Depot, represented 1012% of Griffon’s consolidated revenue, 9% of HBP’s revenue and 1217% of CPP's revenue.

No other customer is expected to exceed 10% of consolidated revenue. Future operating results will continue to depend substantially on the success of Griffon’s largest customers and our ongoing relationships with them. Orders from these customers are subject to change and may fluctuate materially. The loss of all or a portion of the volume from any one of these customers could have a material adverse impact on Griffon’s liquidity and results of operations.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally by Clopay Corporation, The AMES Companies, Inc., Clopay AMES Holding Corp., ClosetMaid LLC, AMES Hunter Holdings Corporation, Hunter Fan Company, CornellCookson, LLC and Cornell Real Estate Holdings, LLC, all of which are indirectly 100% owned by Griffon. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act, presented below are summarized financial information of the Parent (Griffon) subsidiaries and the Guarantor subsidiaries as of ~~June~~December 3031, 2025 and September 30, ~~2024~~2025 and for the ~~nine~~three months ended ~~June~~December 3031, 2025 and for the year ended September 30, ~~2024~~2025. All intercompany balances and transactions between subsidiaries under Parent and subsidiaries under the Guarantor have been eliminated. The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis. The summarized information excludes financial information of the non-Guarantors, including earnings from and investments in these entities. The financial information may not necessarily be indicative of the results of operations or financial position of the guarantor companies or non-guarantor companies had they operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly-owned subsidiaries accounted for under the equity method.

The indentures relating to the Senior Notes (the “Indentures”) contain terms providing that, under certain limited circumstances, a guarantor will be released from its obligations to guarantee the Senior Notes. These circumstances include (i) a sale of at least a majority of the stock, or all or substantially all the assets, of the subsidiary guarantor as permitted by the Indentures; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indentures (generally, a business the EBITDA of which constitutes less than 50% of the segment adjusted EBITDA of the Company for the most recently ended four fiscal quarters), and that meets certain other specified conditions as set forth in the Indentures; (iii) the designation of a guarantor as an “unrestricted subsidiary” as defined in the Indentures, in compliance with the terms of the Indentures; (iv) Griffon exercising its right to defease the Senior Notes, or to otherwise discharge its obligations under the Indentures, in each case in accordance with the terms of the Indentures; and (v) upon obtaining the requisite consent of the holders of the Senior Notes.

4335

Table of Contents

Summarized Statements of Operations and Comprehensive Income (Loss)

	For the Nine Months Ended				For the Year Ended
	For the Three Months Ended				For the Year Ended
	June 30, 2025				September 30, 2024
	December 31, 2025				September 30, 2025
	Parent Company		Guarantor Companies		Parent Company		Guarantor Companies
Net sales	$	—	$	1515,~~509,473~~311	$	—	$	2,~~147~~043,~~788~~181
Gross profit	$	—	$	~~664~~216,~~158~~782	$	—	$	~~871~~897,~~822~~806
Income (loss) from operations	$	(196,~~603~~398)	$	86

Filing Compare · GRIFFON CORP