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Item 1. Financial Statements

2025-05-08 compared with 2025-02-05 · 230 added, 143 removed, 716 unchanged (34% of the section changed)

39 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three Months Ended December 31, 2024 and 2023

For the Three and Six Months Ended March 31, 2025 and 2024

COMMON STOCK CAPITAL IN

7 unchanged sentences

Dividend — — — ( 8,196 ) — — — — ( 8,196 )

Shares withheld on employee taxes on vested equity awards — — — — 64 ( 5,342 ) — — ( 5,342 )

Shares withheld on employee taxes on vested equity awards including excise taxes — — — — 64 ( 5,342 ) — — ( 5,342 )

Amortization of deferred compensation — — — — — — — 218 218

5 unchanged sentences

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

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

COMMON STOCK CAPITAL IN

7 unchanged sentences

Dividend — — — ( 7,825 ) — — — — ( 7,825 )

Shares withheld on employee taxes on vested equity awards — — — — 221 ( 11,604 ) — — ( 11,604 )

Shares withheld on employee taxes on vested equity awards including excise taxes — — — — 221 ( 11,604 ) — — ( 11,604 )

Amortization of deferred compensation — — — — — — — 520 520

5 unchanged sentences

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

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

2 unchanged sentences

(in thousands, except per share data)

Three Months Ended December 31,

Three Months Ended March 31, Six Months Ended March 31,

2025 2024 2025 2024

Revenue $ 611,746 $ 672,880 $ 1,244,117 $ 1,316,033

28 unchanged sentences

(in thousands)

Three Months Ended December 31,

Six Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Amortization of debt discounts and issuance costs 2,070 2,113

Loss (gain) on sale of assets and investments 168 ( 3 )

Gain on sale of assets and investments ( 27 ) ( 517 )

Gain on sale of real estate ( 8,157 ) ( 558 )

Change in assets and liabilities:

Decrease in accounts receivable 35,445 14,491

(Increase) decrease in accounts receivable 5,225 ( 33,503 )

(Increase) decrease in inventories ( 11,928 ) 56,250

Increase in prepaid and other assets ( 5,066 ) ( 3,631 )

Increase in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities 26,423 36,491

(Increase) decrease in prepaid and other assets 3,136 ( 5,766 )

Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities ( 1,592 ) 7,979

Other changes, net ( 571 ) 1,579

9 unchanged sentences

Payments of long-term debt ( 52,079 ) ( 67,184 )

Financing costs ( 42 ) ( 114 )

Other, net ( 27 ) ( 262 )

2 unchanged sentences

Net cash used in operating activities ( 289 ) ( 3,273 )

Net cash provided by investing activities 137 —

Net cash used in discontinued operations ( 152 ) ( 3,273 )

56 unchanged sentences

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

On December 31, 2024, the fair values of Griffon’s 2028 Senior Notes and Term Loan B facility approximated $ 950,406 and $ 457,275 , respectively.

On March 31, 2025, the fair values of Griffon’s 2028 Senior Notes and Term Loan B facility approximated $ 950,406 and $ 453,000 , respectively.

Fair values were based upon quoted market prices (level 1 inputs).

Insurance contracts with values of $ 4,858 at December 31, 2024 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.

Insurance contracts with values of $ 4,928 at March 31, 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

1 unchanged sentence

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, 2024, 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.

At December 31, 2024, Griffon had $ 43,500 of Australian Dollar contracts at a weighted average rate of $ 1.47 which qualified for hedge accounting (Level 2 inputs).

As of March 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.

At March 31, 2025, Griffon had $ 31,000 of Australian Dollar contracts at a weighted average rate of $ 1.48 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 $ 3,844 ($ 2,690 , net of tax) at December 31, 2024.

Upon settlement, gains of $ 955 were recorded in COGS during the three months ended December 31, 2024.

AOCI included deferred gains of $ 2,124 ($ 1,487 , net of tax) at March 31, 2025.

Upon settlement, gains of $ 1,310 and $ 2,265 were recorded in COGS during the three and six months ended March 31, 2025.

All contracts expire in 30 to 180 days.

At December 31, 2024, Griffon had $ 33,500 of Chinese Yuan contracts at a weighted average rate of $ 7.08 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

At March 31, 2025, Griffon had $ 19,500 of Chinese Yuan contracts at a weighted average rate of $ 7.06 which qualified for hedge accounting (level 2 inputs).

Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in COGS.

AOCI included deferred losses of $ 1,043 ($ 762 , net of tax) at December 31, 2024.

Upon settlement, losses of $ 220 were recorded in COGS during the three months ended December 31, 2024.

Income (Loss) in COGS.

AOCI included deferred losses of $ 458 ($ 334 , net of tax) at March 31, 2025.

Upon settlement, losses of $ 388 and $ 608 were recorded in COGS during the three and six months ended March 31, 2025.

All contracts expire in 2 to 214 days.

At December 31, 2024, Griffon had $ 10,335 of Canadian Dollar contracts at a weighted average rate of $ 1.35 .

At March 31, 2025, Griffon had $ 10,197 of Canadian Dollar contracts at a weighted average rate of $ 1.38 .

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, 2024, fair value gains of $ 242 were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs).

Realized gains of $ 46 were recorded in Other income during the three months ended December 31, 2024 for all settled contracts.

For the three and six months ended March 31, 2025, fair value losses of $ 53 and gains of $ 189 were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs).

Realized gains of $ 89 and $ 135 were recorded in Other income during the three and six months ended March 31, 2025 for all settled contracts.

All contracts expire in 1 to 419 days.

13 unchanged sentences

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 preliminarily allocated to inventory of AUD 16,581 (approximately $ 11,051 ), goodwill of AUD 2,225 (approximately $ 1,483 ) and acquired intangibles, net of deferred taxes, of AUD 2,940 (approximately $ 1,960 ), which was assigned to the CPP segment, and is not deductible for income tax purposes.

The purchase price was preliminarily allocated to inventory of AUD 16,132 (approximately $ 10,752 ), property, plant and equipment, net of AUD 1,289 (approximately $ 859 ), accrued liabilities of AUD 1,194 (approximately $ 795 ), acquired intangibles, net of deferred taxes, of AUD 2,940 (approximately $ 1,960 ), and goodwill of AUD 2,640 (approximately $ 1,759 ), which was assigned to the CPP segment, and is not deductible for income tax purposes.

GRIFFON CORPORATION AND SUBSIDIARIES

4 unchanged sentences

The following table details the components of inventory:

At December 31, 2024 At September 30, 2024

At March 31, 2025 At September 30, 2024

Raw materials and supplies $ 94,511 $ 92,366

2 unchanged sentences

Total $ 431,335 $ 425,489

In connection with the Company's restructuring activities described in Note 17, Restructuring Charges, during the three months ended December 31, 2023, CPP recorded inventory impairment charges of $ 8,482 to adjust inventory to its net realizable value.

There were no impairment charges recorded during the three months ended December 31, 2024.

In connection with the Company's restructuring activities described in Note 17, Restructuring Charges, during the six months ended March 31, 2024, CPP recorded inventory impairment charges of $ 8,482 to adjust inventory to its net realizable value.

There were no impairment charges recorded during the six months ended March 31, 2025.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

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

At December 31, 2024 At September 30, 2024

At March 31, 2025 At September 30, 2024

Land, building and building improvements $ 155,079 $ 153,076

Machinery and equipment (1)

486,250 472,030

Leasehold improvements 37,602 37,833

2 unchanged sentences

Total $ 291,753 $ 288,297

Depreciation and amortization expense for property, plant and equipment was $ 9,850 and $ 9,267 for the quarters ended December 31, 2024 and 2023, respectively.

Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses was $ 4,334 and $ 3,999 for the quarters ended December 31, 2024 and 2023, respectively.

(1) Machinery and Equipment includes approximately $ 39,002 and $ 36,443 of construction in progress assets as of March 31, 2025 and September 30, 2024, respectively.

Depreciation and amortization expense for property, plant and equipment was $ 9,858 and $ 9,499 for the quarters ended March 31, 2025 and 2024, respectively, and $ 19,708 and $ 18,766 for the six months ended March 31, 2025 and 2024, respectively.

Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses was $ 4,088 and $ 4,095 for the quarters ended March 31, 2025 and 2024, respectively and $ 8,422 and $ 8,094 for the six months ended March 31, 2025 and 2024, respectively.

Remaining components of depreciation and amortization, attributable to manufacturing operations, are included in Cost of goods and services.

The net book value of these properties as of December 31, 2024 and September 30, 2024 totaled $ 5,559 and $ 14,532 , respectively.

During the three months ended December 31, 2024, no event or indicator of impairment occurred which would require additional impairment testing of property, plant and equipment.

In connection with the expansion of CPP's global sourcing strategy announced on May 3, 2023, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale, and the net book value of these properties as of March 31, 2025 and September 30, 2024 totaled $ 5,450 and $ 14,532 , respectively.

During the six months ended March 31, 2025, no event or indicator of impairment occurred which would require additional impairment testing of property, plant and equipment.

GRIFFON CORPORATION AND SUBSIDIARIES

4 unchanged sentences

Trade receivables are recorded at their stated amount, less allowances for discounts, credit losses and returns.

The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivables balances and the financial condition of its customers.

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 represent estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency), discounts related to early payment of accounts receivables by customers and estimates for returns.

6 unchanged sentences

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:

Three months ended December 31,

Six months ended March 31,

Beginning Balance, October 1 $ 10,986 $ 11,264

2 unchanged sentences

Other, primarily foreign currency translation ( 15 ) 35

Ending Balance, December 31 $ 11,766 $ 11,985

Ending Balance, March 31 $ 11,155 $ 11,567

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 8 – GOODWILL AND OTHER INTANGIBLES

Indicators of impairment were not present for any of Griffon's reporting units during the three months ended December 31, 2024 and 2023, respectively.

The following table provides a summary of the carrying value of goodwill by segment as of December 31, 2024 and September 30, 2024, as follows:

Indicators of impairment were not present for any of Griffon's reporting units during the six months ended March 31, 2025.

The following table provides a summary of the carrying value of goodwill by segment as of March 31, 2025 and September 30, 2024, as follows:

At September 30, 2024 Goodwill from acquisitions (1)

Foreign currency translation adjustments

At March 31, 2025

Home and Building Products $ 191,253 $ — $ — $ 191,253

1 unchanged sentence

Total $ 329,393 $ 230 $ ( 94 ) $ 329,529

(1) The increase is due to preliminary purchase price allocation adjustments recorded during the three and six months ended March 31, 2025 related to the 2024 Pope acquisition.

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

At December 31, 2024 At September 30, 2024

At March 31, 2025 At September 30, 2024

Gross Carrying Amount Accumulated

7 unchanged sentences

The gross carrying amount of intangible assets was impacted by $ 4,514 related to unfavorable foreign currency translation.

Amortization expense for intangible assets was $ 5,764 and $ 5,556 for the quarters ended December 31, 2024 and 2023, respectively.

Amortization expense for intangible assets was $ 5,792 and $ 5,581 for the quarters ended March 31, 2025 and 2024, respectively, and $ 11,556 and $ 11,137 for the six months ended March 31, 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:

6 unchanged sentences

thereafter $ 191,888 .

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 9 – INCOME TAXES

During the quarter ended December 31, 2024, the Company recognized a tax provision of $ 26,569 on income before taxes of $ 97,420 , compared to a tax provision of $ 17,965 on income before taxes of $ 60,142 in the prior year quarter.

During the quarter ended March 31, 2025, the Company recognized a tax provision of $ 21,875 on income before taxes of $ 78,637 , compared to a tax provision of $ 24,430 on income before taxes of $ 88,573 in the prior year quarter.

The current year quarter results included strategic review costs - retention and other of $ 1,199 ($ 898 , net of tax);

gain on sale of real estate of $ 183 ($ 136 , net of tax);

and discrete and certain other tax benefits, net, that affect comparability of $ 250 .

and discrete and certain other tax provisions, net, that affect comparability of $ 75 .

The prior year quarter results included strategic review costs - retention and other of $ 2,676 ($ 1,997 , net of tax);

1 unchanged sentence

gain on sale of real estate of $ 11 ($ 9 , net of tax);

and discrete and certain other tax benefits, net, that affect comparability of $ 390 .

Excluding these items, the effective tax rates for the quarters ended March 31, 2025 and 2024 were 27.7 % and 27.9 %, respectively.

During the six months ended March 31, 2025, the Company recognized a tax provision of $ 48,444 on income before taxes of $ 176,057 , compared to a tax provision of $ 42,395 on income before taxes of $ 148,715 in the comparable prior year period.

The six month period ended March 31, 2025 included strategic review costs - retention and other of $ 2,850 ($ 2,113 , net of tax);

gain on sale of real estate of $ 8,157 ($ 6,079 , net of tax);

and discrete and other tax benefits, net, that affect comparability of $ 175 .

The six month period ended March 31, 2024 included restructuring charges of $ 14,801 ($ 10,982 , net of tax);

strategic review - retention and other of $ 7,334 ($ 5,497 , net of tax);

gain on sale of real estate of $ 558 ($ 415 , net of tax);

and discrete and certain other tax provisions, net, that affect comparability of $ 393 .

Excluding these items, the effective tax rates for the quarters ended December 31, 2024 and 2023 were 27.7 % and 27.9 %, respectively.

Excluding these items, the effective tax rates for the six months ended March 31, 2025 and 2024 were 27.7 % and 27.9 %, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 10 – LONG-TERM DEBT

Debt at December 31, 2024 and September 30, 2024 consisted of the following:

At December 31, 2024 At September 30, 2024

Debt at March 31, 2025 and September 30, 2024 consisted of the following:

At March 31, 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

7 unchanged sentences

Long-term debt $ 1,542,466 $ ( 385 ) $ ( 13,243 ) $ 1,528,838 $ 1,531,530 $ ( 430 ) $ ( 15,203 ) $ 1,515,897

Interest expense for the three months ended December 31, 2024 and 2023 consists of the following:

Three Months Ended December 31, 2024 Three Months Ended December 31, 2023

Interest expense for the three and six months ended March 31, 2025 and 2024 consists of the following:

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

Effective Interest Rate Cash Interest Amort.

14 unchanged sentences

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

Six Months Ended March 31, 2025 Six Months Ended March 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) 6.0 % $ 28,032 $ ( 24 ) $ 1,010 $ 29,018 6.0 % $ 28,024 $ ( 24 ) $ 1,010 $ 29,010

Term Loan B due 2029 (b) 7.0 % 15,383 69 625 16,077 8.2 % 18,244 85 661 18,990

Revolver due 2028 (b) Variable 3,546 — 373 3,919 Variable 3,139 — 373 3,512

Non US lines of credit (c) Variable 74 — 17 91 Variable 14 — 8 22

Other long term debt (d) Variable 78 — — 78 Variable 417 — 1 418

Capitalized interest ( 366 ) — — ( 366 ) ( 504 ) — — ( 504 )

Totals $ 46,747 $ 45 $ 2,025 $ 48,817 $ 49,334 $ 61 $ 2,053 $ 51,448

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(a) During 2020, Griffon issued, at par, $ 1,000,000 of 5.75 % Senior Notes due 2028 (the “2028 Senior Notes”).

2 unchanged sentences

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 December 31, 2024, outstanding 2028 Senior Notes due totaled $ 974,775 ;

As of March 31, 2025, outstanding 2028 Senior Notes due totaled $ 974,775 ;

interest is payable semi-annually on March 1 and September 1.

1 unchanged sentence

The 2028 Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer.

The fair value of the 2028 Senior Notes approximated $ 950,406 on December 31, 2024 based upon quoted market prices (Level 1 inputs).

At December 31, 2024, $ 6,395 of underwriting fees and other expenses incurred remained to be amortized.

The fair value of the 2028 Senior Notes approximated $ 950,406 on March 31, 2025 based upon quoted market prices (Level 1 inputs).

At March 31, 2025, $ 5,890 of underwriting fees and other expenses incurred remained to be amortized.

(b) On January 24, 2022, Griffon amended and restated its Credit Agreement (the "Credit Agreement") to provide for a new $ 800,000 Term Loan B facility, due January 24, 2029, in addition to the revolving credit facility (the "Revolver") provided for under the Credit Agreement.

The Term Loan B facility was issued at 99.75 % of par value.

Since that time, during 2023 and 2022, Griffon prepaid $ 25,000 and $ 300,000 , respectively, aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance.

As of December 31, 2024, the Term Loan B outstanding balance was $ 455,000 .

Since that time, Griffon prepaid $ 325,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance.

As of March 31, 2025, the Term Loan B outstanding balance was $ 453,000 .

On June 26, 2024, Griffon further amended its Credit Agreement to favorably reprice the Term Loan B facility.

1 unchanged sentence

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 December 31, 2024, unamortized costs of $ 5,107 related to existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan.

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.25 % ( 6.58 % as of December 31, 2024).

At March 31, 2025, $ 4,795 of costs incurred remained to be amortized.

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00 % ( 6.32 % as of March 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.

3 unchanged sentences

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 $ 457,275 on December 31, 2024 based upon quoted market prices (Level 1 inputs).

The fair value of the Term Loan B facility approximated $ 453,000 on March 31, 2025 based upon quoted market prices (Level 1 inputs).

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.

4 unchanged sentences

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 2.00 % ( 6.43 % at December 31, 2024);

SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 2.00 % ( 6.73 % at December 31, 2024);

and base rate loans accrue interest at prime rate plus a margin of 1.00 % ( 8.50 % at December 31, 2024).

Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.75 % ( 6.17 % at March 31, 2025) and base rate loans accrue interest at prime rate plus a margin of 0.75 % ( 8.25 % at March 31, 2025).

At March 31, 2025, under the Credit Agreement, there was $ 122,500 in outstanding borrowings on the Revolver;

outstanding standby letters of credit were $ 12,990 ;

and $ 364,510 was available, subject to certain loan covenants, for borrowing at that date.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

At December 31, 2024, under the Credit Agreement, there were $ 59,500 in outstanding borrowings on the Revolver;

outstanding standby letters of credit were $ 12,990 ;

and $ 427,510 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.

2 unchanged sentences

(“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility.

Effective in December 2023, the facility was amended to replace the Canadian Dollar Offer Rate ("CDOR") with the Canadian Overnight Repo Rate Average ("CORRA").

The facility accrues interest at CORRA plus 1.3 % per annum ( 4.60 % as of December 31, 2024).

The revolving facility matured in December 2024.

In January 2025, Garant entered into a new CAD 20,000 revolving credit facility.

The facility accrues interest at CORRA plus a credit adjustment spread and margin of 1.2 %.

Garant is required to maintain a certain minimum equity.

(“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 % ( 4.27 % as of March 31, 2025).

At March 31, 2025 there was no balance outstanding under the facility with CAD 20,000 ($ 13,992 as of March 31, 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 in 2024 and now matures in March 2025, but is renewable upon mutual agreement with the lender.

The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25 % per annum ( 5.57 % at December 31, 2024).

At December 31, 2024, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 18,645 as of December 31, 2024) available.

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 % ( 5.35 % at March 31, 2025).

At March 31, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 18,918 as of March 31, 2025) available for borrowing.

The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries.

2 unchanged sentences

The balance in other long-term debt consists primarily of finance leases.

At December 31, 2024, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

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

NOTE 11 — SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION

During the three months ended December 31, 2024, the Company paid a quarterly cash dividend of $ 0.18 per share.

During fiscal year 2024, the Company paid four quarterly cash dividends of $ 0.15 per share.

During the six months ended March 31, 2025, the Company paid two quarterly cash dividends each for $ 0.18 per share each.

During 2024, the Company paid four quarterly cash dividends each for $ 0.15 per share, totaling $ 0.60 per share.

The Company currently intends to pay dividends each quarter;

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employees who were not members of a collective bargaining agreement and met certain eligibility requirements became participants in the ESOP.

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.

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 February 4, 2025, the Board of Directors declared a quarterly cash dividend of $ 0.18 per share, payable on March 18, 2025 to shareholders of record as of the close of business on February 25, 2025.

On May 7, 2025, the Board of Directors declared a quarterly cash dividend of $ 0.18 per share, payable on June 18, 2025 to shareholders of record as of the close of business on May 30, 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

10 unchanged sentences

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, 2024, there were 1,893,099 shares available for grant.

As of March 31, 2025, there were 1,877,159 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 maximum number of shares granted, upon achieving certain performance criteria, 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 three to four years , is recognized using the straight-line attribution method and recorded within SG&A expenses.

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.

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

For the Three Months Ended December 31,

Three Months Ended March 31, Six Months Ended March 31,

2025 2024 2025 2024

Restricted stock $ 6,515 $ 3,849 $ 11,893 $ 8,877

— 2,408 — 3,797

Total stock-based compensation $ 6,515 $ 6,257 $ 11,893 $ 12,674

________________________

During the 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.

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.

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 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.

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.

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, 2024 totaled 610,172 shares of common stock, respectively, for a total of $ 42,344 , or an average of $ 69.40 per share.

As of December 31, 2024, $ 390,348 remains available under Griffon's Board authorized repurchase program.

Under the authorized share repurchase program, the Company may, from time to time, purchase

GRIFFON CORPORATION AND SUBSIDIARIES

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

During the quarter ended December 31, 2024, 64,249 shares, with a market value of $ 5,417 , or $ 84.31 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

During the quarter ended December 31, 2024, $ 413 was accrued for excise taxes for share repurchases, which was partially offset by the reversal of $ 74 of excise taxes to adjust for a benefit related to employee vesting and a $ 104 net benefit on ESOP contributions.

As of December 31, 2024, $ 2,220 was accrued for excise taxes for share repurchases.

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 and six months ended March 31, 2025 totaled 420,200 and 1,030,372 shares of common stock, respectively, for a total of $ 30,524 and $ 72,868 , respectively, or an average of $ 72.64 and $ 70.72 per share, respectively.

This excludes excise taxes incurred for share repurchases of $ 303 and $ 716 , for the quarter and six months ended March 31, 2025, respectively.

As of March 31, 2025, $ 359,825 remains available under Griffon's Board authorized repurchase program.

On February 20, 2024, Griffon repurchased 1,500,000 shares of its common stock, par value $ 0.25 per share, 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 .

During the quarter and six months ended March 31, 2025, 519,644 and 583,893 shares, respectively, with a market value of $ 39,860 , or $ 76.71 per share and $ 45,277 , or $ 77.54 per share, respectively, 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 $ 453 and $ 528 for the quarter and six months ended March 31, 2025, respectively.

NOTE 12 – EARNINGS PER SHARE (EPS)

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The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share:

Three Months Ended December 31,

Three Months Ended March 31, Six Months Ended March 31,

2025 2024 2025 2024

Common shares outstanding 47,231 49,637 47,231 49,637

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Information on Griffon’s reportable segments is as follows:

For the Three Months Ended December 31,

For the Three Months Ended March 31, For the Six Months Ended March 31,

REVENUE 2025 2024 2025 2024

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The following table presents revenue disaggregated by end market and segment:

Three Months Ended December 31,

Three Months Ended March 31, Six Months Ended March 31,

2025 2024 2025 2024

Residential repair and remodel $ 174,312 $ 188,529 $ 368,994 $ 375,070

12 unchanged sentences

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

The following table presents revenue disaggregated by geography based on the location of the Company's customer:

For the Three Months Ended December 31,

The following tables present revenue disaggregated by geography based on the location of the Company's customer:

For the Three Months Ended March 31,

HBP CPP Total HBP CPP Total

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Consolidated revenue $ 368,248 $ 243,498 $ 611,746 $ 392,062 $ 280,818 $ 672,880

For the Six Months Ended March 31,

HBP CPP Total HBP CPP Total

United States $ 732,702 $ 272,941 $ 1,005,643 $ 754,954 $ 334,314 $ 1,089,268

Europe — 17,073 17,073 109 23,598 23,707

Canada 26,153 32,310 58,463 29,181 37,391 66,572

Australia — 148,371 148,371 — 121,901 121,901

All other countries 4,794 9,773 14,567 3,609 10,976 14,585

Consolidated revenue $ 763,649 $ 480,468 $ 1,244,117 $ 787,853 $ 528,180 $ 1,316,033

Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are defined as income 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.

5 unchanged sentences

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

For the Three Months Ended December 31,

For the Three Months Ended March 31, For the Six Months Ended March 31,

2025 2024 2025 2024

Segment adjusted EBITDA:

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* Unallocated amounts typically include general corporate expenses not attributable to a reportable segment.

For the Three Months Ended December 31,

For the Three Months Ended March 31, For the Six Months Ended March 31,

DEPRECIATION and AMORTIZATION 2025 2024 2025 2024

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Total consolidated depreciation and amortization $ 15,650 $ 15,080 $ 31,264 $ 29,903

For the Three Months Ended December 31,

For the Three Months Ended March 31, For the Six Months Ended March 31,

2025 2024 2025 2024

CAPITAL EXPENDITURES

7 unchanged sentences

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

ASSETS At December 31, 2024 At September 30, 2024

ASSETS At March 31, 2025 At September 30, 2024

Segment assets:

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___________________

(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 as of December 31, 2024.

The net book value of these properties as of December 31, 2024 and September 30, 2024 totaled $ 5,559 and $ 14,532 , respectively.

(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 March 31, 2025 and September 30, 2024 totaled $ 5,450 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 December 31,

Three Months Ended March 31, Six Months Ended March 31,

2025 2024 2025 2024

Interest cost $ 1,605 $ 1,889 $ 3,210 $ 3,777

6 unchanged sentences

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 quarter ended December 31, 2024 the Plan paid lump sum payments in the amount of $ 4,830 to those participants that elected a lump sum distribution.

On January 23, 2025 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.

During the six months ended March 31, 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 $ 10,895 .

The termination process is expected to be complete in 2025.

NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

Issued but not yet effective accounting pronouncements

In October 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

2023-06, Disclosure Improvements:

Amendments - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative.

The FASB issued the standard to introduce changes to US GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports.

The provisions of the standard are contingent when the SEC removes the related disclosure provisions from Regulation S-X and S-K.

The company does not expect the provisions of the standard to have a material impact on the Company's financial statements and related disclosures.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

Issued but not yet effective accounting pronouncements

In November 2023, the FASB issued ASU No.

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NOTE 16 – DISCONTINUED OPERATIONS

At December 31, 2024 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 $ 7,604 and $ 7,768 , respectively.

At March 31, 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 $ 9,137 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 December 31, 2024 At September 30, 2024

At March 31, 2025 At September 30, 2024

Assets of discontinued operations:

6 unchanged sentences

Total liabilities of discontinued operations $ 9,137 $ 7,768

There was no reported revenues or costs in the three months ended December 31, 2024 and 2023 for discontinued operations.

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

GRIFFON CORPORATION AND SUBSIDIARIES

5 unchanged sentences

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 December 31, 2024 and September 30, 2024.

The net book value of these properties as of December 31, 2024 and September 30, 2024 totaled $ 5,559 and $ 14,532 , respectively.

The closed locations have met the held for sale criteria and have been classified as such on our Condensed Consolidated Balance Sheets as of March 31, 2025 and September 30, 2024.

The net book value of these properties as of March 31, 2025 and September 30, 2024 totaled $ 5,450 and $ 14,532 , respectively.

The adoption of an asset-light business model for these U.S.

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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 quarter ended December 31, 2024, cash proceeds related to the sale of the remaining real estate and equipment held for sale totaled $ 17,155 .

In the quarter ended December 31, 2023, CPP incurred pre-tax restructuring and related exit costs approximating $ 12,400 , comprised of cash charges totaling $ 3,918 and non-cash, asset-related charges of $ 8,482 .

During the six months ended March 31, 2025, cash proceeds related to the sale of the remaining real estate and equipment held for sale totaled $ 17,445 .

In the quarter ended March 31, 2024, CPP incurred pre-tax restructuring and related exit costs comprised of cash charges totaling $ 2,401 .

The cash charges included $ 482 for one-time termination benefits and other personnel-related costs and $ 1,919 for facility exit costs.

In the six months ended March 31, 2024, CPP incurred pre-tax restructuring and related exit costs approximating $ 14,801 , comprised of cash charges totaling $ 6,319 and non-cash, asset-related charges totaling $ 8,482 .

The cash charges included $ 2,329 for one-time termination benefits and other personnel-related costs and $ 3,990 for facility exit costs.

Non-cash charges of $ 8,482 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:

For the Three Months Ended December 31,

Three Months Ended March 31, Six Months Ended March 31,

Cost of goods and services $ 1,334 $ 12,980

Selling, general and administrative expenses 1,067 1,821

Total restructuring charges $ 12,400

For the Three Months Ended December 31,

Total $ 2,401 $ 14,801

For the Three Months Ended March 31, For the Six Months Ended March 31,

Personnel related costs $ 482 $ 2,329

5 unchanged sentences

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

The following tables summarizes the accrued liabilities of the Company's restructuring actions for the three months ended December 31, 2024 and 2023:

The following tables summarizes the accrued liabilities of the Company's restructuring actions for the six months ended March 31, 2025 and 2024:

Cash Charges Non-Cash

4 unchanged sentences

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

Cash Charges Non-Cash

6 unchanged sentences

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

______________________

1 unchanged sentence

NOTE 18 – OTHER INCOME (EXPENSE)

For the quarters ended December 31, 2024 and 2023, Other income (expense) of $ 1,832 and $ 632 , respectively, includes $ 440 and $ 13 , 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 (expense) of $ 301 and $( 34 ), respectively, and net investment income of $ 70 and $ 56 , respectively.

Other income (expense) also includes royalty income of $ 590 and $ 592 for the three months ended December 31, 2024 and 2023, respectively.

For the quarters ended March 31, 2025 and 2024, Other income (expense) of $ 512 and $ 626 , respectively, includes ($ 222 ) and $ 179 , respectively, of net currency exchange transaction gains (losses) from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $ 299 and ($ 35 ), respectively, and net investment income (loss) of ($ 16 ) and $ 29 , respectively.

Other income (expense) also includes royalty income of $ 556 and $ 509 for the three months ended March 31, 2025 and 2024, respectively.

For the six months ended March 31, 2025 and 2024, Other income (expense) of $ 2,344 and $ 1,258 , respectively, includes $ 218 and $ 191 , respectively, of net currency exchange transaction gains from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $ 600 and ($ 69 ), respectively, as well as $ 54 and $ 85 , respectively, of net investment income.

Other income (expense) also included royalty income of $ 1,146 and $ 1,100 for the six months ended March 31, 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)

NOTE 19 – WARRANTY LIABILITY

5 unchanged sentences

Warranty costs expected to be incurred beyond one year are classified in other long-term liabilities.

The short-term warranty liability was $ 13,123 as of December 31, 2024 and $ 13,050 as of September 30, 2024.

The long-term warranty liability was $ 1,239 at both December 31, 2024 and September 30, 2024.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three months ended December 31, 2024 and 2023 were as follows:

Three Months Ended December 31,

The short-term warranty liability was $ 12,253 as of March 31, 2025 and $ 13,050 as of September 30, 2024.

The long-term warranty liability was $ 1,239 at both March 31, 2025 and September 30, 2024.

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three and six months ended March 31, 2025 and 2024 were as follows:

Three Months Ended March 31, Six Months Ended March 31,

2025 2024 2025 2024

Balance, beginning of period $ 13,123 $ 15,461 $ 13,050 $ 20,781

2 unchanged sentences

Balance, end of period $ 12,253 $ 14,903 $ 12,253 $ 14,903

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 20 – OTHER COMPREHENSIVE INCOME (LOSS)

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

For the Three Months Ended December 31,

Three Months Ended March 31,

Pre-tax Tax Net of tax Pre-tax Tax Net of tax

3 unchanged sentences

Total other comprehensive income (loss) $ 2,092 $ 325 $ 2,417 $ ( 3,996 ) $ ( 900 ) $ ( 4,896 )

Six Months Ended March 31,

Pre-tax Tax Net of tax Pre-tax Tax Net of tax

Foreign currency translation adjustments $ ( 17,048 ) $ — $ ( 17,048 ) $ 3,039 $ — $ 3,039

Pension and other defined benefit plans 754 ( 158 ) 596 1,345 ( 282 ) 1,063

Cash flow hedges 1,671 ( 501 ) 1,170 2,110 ( 633 ) 1,477

Total other comprehensive income (loss) $ ( 14,623 ) $ ( 659 ) $ ( 15,282 ) $ 6,494 $ ( 915 ) $ 5,579

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

At December 31, 2024 At September 30, 2024

At March 31, 2025 At September 30, 2024

Foreign currency translation adjustments $ ( 55,634 ) $ ( 38,586 )

3 unchanged sentences

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

For the Three Months Ended December 31,

For the Three Months Ended March 31, For the Six Months Ended March 31,

Gain (Loss) 2025 2024 2025 2024

2 unchanged sentences

Total gain (loss) before tax $ 285 $ ( 1,469 ) $ 384 $ ( 2,269 )

Tax benefit ( 21 ) 168

( 60 ) 308 ( 81 ) 476

Net of tax $ 225 $ ( 1,161 ) $ 303 $ ( 1,793 )

23 unchanged sentences

Components of operating lease costs are as follows:

For the Three Months Ended December 31,

For the Three Months Ended March 31, For the Six Months Ended March 31,

2025 2024 2025 2024

Fixed $ 11,951 $ 11,863 $ 23,585 $ 23,437

Variable (a), (b)

2,669 2,436 5,336 4,910

Short-term (b)

1,192 1,081 2,435 2,662

Total $ 15,812 $ 15,380 $ 31,356 $ 31,009

3 unchanged sentences

Supplemental cash flow information were as follows:

For the Three Months Ended December 31,

For the Six Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities:

6 unchanged sentences

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

December 31, 2024 September 30, 2024

March 31, 2025 September 30, 2024

Operating Leases:

11 unchanged sentences

Total financing lease liabilities $ 324 $ 410

(1) Finance lease assets are recorded net of accumulated depreciation of $ 1,287 and $ 1,463 as of December 31, 2024 and September 30, 2024, respectively.

The aggregate future maturities of lease payments for operating leases and finance leases as of December 31, 2024 are as follows:

(1) Finance lease assets are recorded net of accumulated depreciation of $ 1,312 and $ 1,463 as of March 31, 2025 and September 30, 2024, respectively.

The aggregate future maturities of lease payments for operating leases and finance leases as of March 31, 2025 are as follows:

Operating Leases Finance Leases

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Present value of lease liabilities $ 175,015 $ 324

(a) Excluding the quarter ended December 31, 2024.

(a) Excluding the six months ended March 31, 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

Average lease terms and discount rates at December 31, 2024 were as follows:

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

Weighted-average remaining lease term (years):

44 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements