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Item 1. Financial Statements

2025-08-06 compared with 2025-05-08 · 199 added, 138 removed, 808 unchanged (29% of the section changed)

39 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

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

For the Three and Nine Months Ended June 30, 2025

COMMON STOCK CAPITAL IN

23 unchanged sentences

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

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

GRIFFON CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Nine Months Ended June 30, 2024

COMMON STOCK CAPITAL IN

25 unchanged sentences

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.

2 unchanged sentences

(in thousands, except per share data)

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

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

3 unchanged sentences

Selling, general and administrative expenses 147,637 159,810 450,865 469,830

Income from operations 101,164 113,448 213,259 197,286

Goodwill and intangible asset impairments 243,612 — 243,612 —

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)

1 unchanged sentence

Interest income 569 769 1,683 1,830

Gain on sale of real estate 183 11 8,157 558

Gain (loss) on sale of real estate 122 ( 725 ) 8,279 ( 167 )

Loss from debt extinguishment — ( 1,700 ) — ( 1,700 )

Other, net 247 350 2,591 1,608

Total other expense, net ( 23,199 ) ( 28,330 ) ( 60,401 ) ( 76,901 )

Income before taxes 78,637 88,573 176,057 148,715

Provision for income taxes 21,875 24,430 48,444 42,395

Net income $ 56,762 $ 64,143 $ 127,613 $ 106,320

Basic earnings per common share $ 1.24 $ 1.34 $ 2.80 $ 2.20

Income (loss) before taxes ( 149,200 ) 61,009 26,857 209,724

Provision (benefit) for income taxes ( 29,061 ) 19,923 19,383 62,318

Net income (loss) $ ( 120,139 ) $ 41,086 $ 7,474 $ 147,406

Basic earnings (loss) per common share $ ( 2.65 ) $ 0.87 $ 0.16 $ 3.08

Basic weighted-average shares outstanding 45,320 47,034 45,505 47,921

Diluted earnings per common share $ 1.21 $ 1.28 $ 2.70 $ 2.10

Diluted earnings (loss) per common share $ ( 2.65 ) $ 0.84 $ 0.16 $ 2.94

Diluted weighted-average shares outstanding 45,320 48,851 46,911 50,085

Dividends paid per common share $ 0.18 $ 0.15 $ 0.54 $ 0.45

Net income $ 56,762 $ 64,143 $ 127,613 $ 106,320

Net income (loss) $ ( 120,139 ) $ 41,086 $ 7,474 $ 147,406

Other comprehensive income (loss), net of taxes:

3 unchanged sentences

Total other comprehensive income (loss), net of taxes 12,446 ( 1,222 ) ( 2,836 ) 4,357

Comprehensive income, net $ 59,179 $ 59,247 $ 112,331 $ 111,899

Comprehensive income (loss), net $ ( 107,693 ) $ 39,864 $ 4,638 $ 151,763

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

2 unchanged sentences

(in thousands)

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Stock-based compensation 17,861 19,726

Goodwill and intangible asset impairments 243,612 —

Asset impairment charges - restructuring — 22,979

1 unchanged sentence

Amortization of debt discounts and issuance costs 3,124 3,169

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

Loss from debt extinguishment — 1,700

Deferred income tax benefit ( 25,000 ) —

Loss (gain) on sale of assets and investments 16 ( 1,448 )

Gain on sale of real estate ( 8,279 ) —

15 unchanged sentences

Payments of long-term debt ( 139,117 ) ( 146,727 )

Financing costs — ( 907 )

Other, net ( 90 ) ( 307 )

5 unchanged sentences

Effect of exchange rate changes on cash and equivalents 2,553 ( 679 )

NET INCREASE IN CASH AND EQUIVALENTS 13,383 20,141

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS ( 7,159 ) 30,563

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 114,438 102,889

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

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).

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.

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

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 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).

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.

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 $ 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.

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 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).

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.

4 unchanged sentences

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.

AOCI included deferred gains of $ 16 ($ 12 , net of tax) at June 30, 2025.

Upon settlement, losses of $ 295 and $ 903 were recorded in COGS during the three and nine months ended June 30, 2025, respectively.

All contracts expire in 3 to 304 days.

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

At June 30, 2025, Griffon had $ 8,565 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 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.

For the three and nine months ended June 30, 2025, fair value losses of $ 436 and $ 247 were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs).

Realized gains of $ 14 and $ 148 were recorded in Other income during the three and nine months ended June 30, 2025 for all settled contracts.

All contracts expire in 30 to 420 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 16,132 (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.

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

4 unchanged sentences

The following table details the components of inventory:

At March 31, 2025 At September 30, 2024

At June 30, 2025 At September 30, 2024

Raw materials and supplies $ 91,659 $ 92,366

2 unchanged sentences

Total $ 445,913 $ 425,489

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.

In connection with the Company's restructuring activities described in Note 17 - Restructuring Charges, during the 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.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

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

At March 31, 2025 At September 30, 2024

At June 30, 2025 At September 30, 2024

Land, building and building improvements $ 156,690 $ 153,076

5 unchanged sentences

Total $ 292,385 $ 288,297

(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.

(1) Machinery and Equipment includes approximately $ 35,012 and $ 36,443 of construction in progress assets as of June 30, 2025 and September 30, 2024, respectively.

Depreciation and amortization expense for property, plant and equipment was $ 9,974 and $ 9,389 for the quarters ended June 30, 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 $ 4,253 and $ 4,124 for the quarters ended June 30, 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.

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.

In connection with the expansion of CPP's U.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 June 30, 2025 and September 30, 2024 totaled $ 5,289 and $ 14,532 , respectively.

During the quarter ended June 30, 2025, in connection with the goodwill and intangible indefinite-lived asset impairment event described in Note 8, the Company also evaluated property, plant and equipment assets for potential impairment.

The review did not result in any impairment charges to property, plant and equipment.

GRIFFON CORPORATION AND SUBSIDIARIES

13 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:

Six months ended March 31,

Nine months ended June 30,

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

2 unchanged sentences

Other, primarily foreign currency translation 337 26

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

Ending Balance, June 30 $ 11,485 $ 11,009

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 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)

For the quarter ended June 30, 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 June 30, 2025.

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

At September 30, 2024 Impairment Charges Goodwill from acquisitions (2)

Foreign currency translation adjustments

At March 31, 2025

At June 30, 2025

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

AMES 1,528 — 230 ( 94 ) 1,664

Hunter Fan (1)

136,612 ( 136,612 ) — — —

Consumer and Professional Products 138,140 ( 136,612 ) 230 ( 94 ) 1,664

Total $ 329,393 $ ( 136,612 ) $ 230 $ ( 94 ) $ 192,917

(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.

(1) Accumulated impairment charges at June 30, 2025 and September 30, 2024 were $ 250,612 and $ 114,000 , respectively.

(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.

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 March 31, 2025 At September 30, 2024

At June 30, 2025 At September 30, 2024

Gross Carrying Amount Accumulated

7 unchanged sentences

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

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 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:

10 unchanged sentences

NOTE 9 – INCOME TAXES

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 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);

restructuring charges of $ 2,401 ($ 1,769 , net of tax);

During the quarter ended June 30, 2025, the Company recognized a tax benefit of $ 29,061 on a loss before taxes of $ 149,200 , compared to a tax provision of $ 19,923 on income before taxes of $ 61,009 in the prior year quarter.

The current year quarter results included goodwill and intangible asset impairments of $ 243,612 ($ 217,154 , net of tax);

strategic review costs - retention and other of $ 1,033 ($ 773 , net of tax);

gain on sale of real estate of $ 122 ($ 90 , net of tax);

and discrete and certain other tax benefits, net, that affect comparability of $ 28,451 .

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);

The prior year quarter results included restructuring charges of $ 18,688 ($ 13,991 , net of tax);

strategic review costs - retention and other of $ 1,870 ($ 1,390 , 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, net, that affect comparability of $ 2,247 .

Excluding these items, the effective tax rates for the quarters ended June 30, 2025 and 2024 were 27.4 % and 27.9 %, 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);

strategic review costs - retention and other of $ 3,883 ($ 2,886 , net of tax);

gain on sale of real estate of $ 8,279 ($ 6,169 , net of tax);

and discrete and other tax benefits, net, that affect comparability of $ 28,626 .

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

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);

gain on sale of real estate of $ 558 ($ 415 , 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 certain other tax provisions, net, that affect comparability of $ 2,640 .

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

Excluding these items, the effective tax rates for the nine months ended June 30, 2025 and 2024 were 27.6 % and 27.9 %, respectively.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S.

The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in the Company's fiscal year 2025 and others implemented through 2027.

The Company is currently evaluating the OBBBA and does not expect a material impact on its financial position or results of operations.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 10 – LONG-TERM DEBT

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

At March 31, 2025 At September 30, 2024

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

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

7 unchanged sentences

Long-term debt $ 1,455,446 $ ( 362 ) $ ( 12,229 ) $ 1,442,855 $ 1,531,530 $ ( 430 ) $ ( 15,203 ) $ 1,515,897

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

Interest expense for the three and nine months ended June 30, 2025 and 2024 consists of the following:

Three Months Ended June 30, 2025 Three Months Ended June 30, 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

Nine Months Ended June 30, 2025 Nine Months Ended June 30, 2024

Effective Interest Rate Cash Interest Amort.

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

As of June 30, 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 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.

The fair value of the 2028 Senior Notes approximated $ 971,120 on June 30, 2025 based upon quoted market prices (Level 1 inputs).

At June 30, 2025, $ 5,386 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.

1 unchanged sentence

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 .

As of June 30, 2025, the Term Loan B outstanding balance was $ 451,000 .

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 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).

At June 30, 2025, $ 4,482 of costs incurred remained to be amortized.

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.

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 $ 453,000 on March 31, 2025 based upon quoted market prices (Level 1 inputs).

The fair value of the Term Loan B facility approximated $ 451,564 on June 30, 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 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;

Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 2.00 % ( 6.43 % at June 30, 2025) and base rate loans accrue interest at prime rate plus a margin of 1.00 % ( 8.50 % at June 30, 2025).

At June 30, 2025, under the Credit Agreement, there was $ 37,500 in outstanding borrowings on the Revolver;

outstanding standby letters of credit were $ 12,990 ;

9 unchanged sentences

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 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.

2 unchanged sentences

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 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.

2 unchanged sentences

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

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

At June 30, 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 six months ended March 31, 2025, the Company paid two quarterly cash dividends each for $ 0.18 per share each.

During the nine months ended June 30, 2025, the Company paid three 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.

10 unchanged sentences

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 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.

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

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 March 31, 2025, there were 1,877,159 shares available for grant.

As of June 30, 2025, there were 1,889,293 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.

3 unchanged sentences

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

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

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

3 unchanged sentences

________________________

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 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.

3 unchanged sentences

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.

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

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

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

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.

program 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.

Share repurchases during the quarter and nine months ended June 30, 2024 totaled 283,479 shares and 3,721,357 shares of common stock, respectively, for a total of $ 19,080 and $ 206,104 , respectively, or an average of $ 67.31 per share and $ 55.38 per share, respectively.

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 .

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.

During the nine months ended June 30, 2025, 583,893 shares, with a market value of $ 45,277 , or $ 77.54 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

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 12 – EARNINGS PER SHARE (EPS)

Basic EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period.

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.

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

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

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

6 unchanged sentences

Weighted average shares outstanding - diluted 45,320 48,851 46,911 50,085

Shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share.

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

13 unchanged sentences

Information on Griffon’s reportable segments is as follows:

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

For the Three Months Ended June 30, For the Nine Months Ended June 30,

REVENUE 2025 2024 2025 2024

5 unchanged sentences

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

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

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

14 unchanged sentences

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

For the Three Months Ended March 31,

For the Three Months Ended June 30

HBP CPP Total HBP CPP Total

5 unchanged sentences

Consolidated revenue $ 400,244 $ 213,383 $ 613,627 $ 394,214 $ 253,600 $ 647,814

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

HBP CPP Total HBP CPP Total

5 unchanged sentences

Consolidated revenue $ 1,163,893 $ 693,851 $ 1,857,744 $ 1,182,067 $ 781,780 $ 1,963,847

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.

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 before taxes:

The following table provides a reconciliation of segment adjusted EBITDA and adjusted EBITDA to income (loss) before taxes:

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

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

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

7 unchanged sentences

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 on sale of real estate 183 11 8,157 558

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 )

Income before taxes $ 78,637 $ 88,573 $ 176,057 $ 148,715

Goodwill and intangible asset impairments ( 243,612 ) — ( 243,612 ) —

Income (loss) before taxes $ ( 149,200 ) $ 61,009 $ 26,857 $ 209,724

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

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

For the Three Months Ended June 30, For the Nine Months Ended June 30,

DEPRECIATION and AMORTIZATION 2025 2024 2025 2024

4 unchanged sentences

Total consolidated depreciation and amortization $ 15,822 $ 15,247 $ 47,086 $ 45,150

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

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

8 unchanged sentences

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

ASSETS At March 31, 2025 At September 30, 2024

ASSETS At June 30, 2025 At September 30, 2024

Segment assets:

9 unchanged sentences

(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.

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 March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

7 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 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.

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 .

The termination process is expected to be complete in 2025.

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

26 unchanged sentences

NOTE 16 – DISCONTINUED OPERATIONS

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.

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 March 31, 2025 At September 30, 2024

At June 30, 2025 At September 30, 2024

Assets of discontinued operations:

6 unchanged sentences

Total liabilities of discontinued operations $ 9,035 $ 7,768

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

There was no reported revenues or costs in the nine months ended June 30, 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 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 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.

3 unchanged sentences

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 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 .

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.

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 .

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.

1 unchanged sentence

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 March 31, Six Months Ended March 31,

Three Months Ended June 30, Nine Months Ended June 30,

Cost of goods and services $ 15,744 $ 28,724

1 unchanged sentence

Total $ 18,688 $ 33,489

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

Three Months Ended June 30, Nine Months Ended

Personnel related costs $ 709 $ 3,038

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 six months ended March 31, 2025 and 2024:

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

6 unchanged sentences

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

9 unchanged sentences

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 unchanged sentence

NOTE 18 – OTHER INCOME (EXPENSE)

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.

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

8 unchanged sentences

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

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,

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

8 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

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

3 unchanged sentences

Total other comprehensive income (loss) $ 12,387 $ 59 $ 12,446 $ ( 1,478 ) $ 256 $ ( 1,222 )

Six Months Ended March 31,

Nine Months Ended June 30,

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

4 unchanged sentences

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

At March 31, 2025 At September 30, 2024

At June 30, 2025 At September 30, 2024

Foreign currency translation adjustments $ ( 43,390 ) $ ( 38,586 )

3 unchanged sentences

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

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

For the Three Months Ended June 30, For the Nine Months Ended June 30,

Gain (Loss) 2025 2024 2025 2024

28 unchanged sentences

Components of operating lease costs are as follows:

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

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

9 unchanged sentences

Supplemental cash flow information were as follows:

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

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:

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Operating Leases:

11 unchanged sentences

Total financing lease liabilities $ 294 $ 410

(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:

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

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

Operating Leases Finance Leases

9 unchanged sentences

Present value of lease liabilities $ 174,210 $ 294

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

(a) Excluding the nine months ended June 30, 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 March 31, 2025 were as follows:

Average lease terms and discount rates at June 30, 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