1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: During the quarter ended March 31, 2025 , the following trading plan was adopted by Ronald J.
−Removed: Kramer, our Chief Executive Officer and Chairman of the Board.
−Removed: Such plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as amended.
−Removed: Executive Date of Adoption of Plan Aggregate Number of Shares of Common Stock to be sold pursuant to Trading Arrangement Period of Plan
−Removed: Kramer , Chief Executive Officer and Chairman of the Board
−Removed: February 12, 2025 200,000 May 13, 2025 - May 13, 2027
+Added: During the quarter ended June 30, 2025 , none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement".
+Added: Departure of Directors or Certain Officers;
+Added: Election of Directors;
+Added: Appointment of Certain Officers;
+Added: Compensatory Arrangements of Certain Officers.
+Added: Griffon Corporation 2025 Retiree Medical Plan
+Added: On August 5, 2025, we approved a retiree medical arrangement (the "RMA") for each of Ronald J.
+Added: Kramer, our Chief Executive Officer;
+Added: Mehmel, our President and Chief Operating Officer;
+Added: Harris, our Executive Vice President and Chief Financial Officer;
+Added: Kaplan, our Senior Vice President, General Counsel and Secretary.
+Added: To vest and qualify for benefits under the RMA, each executive must have age plus years of service equal to 72 or greater and must remain employed by Griffon for one year following approval of the RMA.
+Added: Each of Messrs.
+Added: Kramer, Mehmel, Harris and Kaplan will meet these vesting requirements in August, 2026.
+Added: If, prior to vesting, an executive’s employment is terminated by Griffon without cause, by the executive for good reason, or due to the death or disability of the executive, the executive will immediately fully vest under the RMA.
+Added: Under the RMA, Griffon has agreed to provide coverage under its major medical plans for the executive and the executive’s spouse, following the executive’s retirement, for the life of the executive and the executive’s spouse (or, if such coverage cannot be provided, an equivalent benefit).
+Added: Griffon will also be obligated to reimburse each executive up to $35,000 a year (indexed 3% a year for inflation, with the base year being 2025) for qualified medical expenses, incurred by the executive or the executive’s spouse, that are not covered by Griffon’s major medical plans (such as deductibles, co-payments, and out-of-network costs).
Exhibit Number
Exhibit Description
−Removed: 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Griffon Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed March 13, 2025 (Commission File No.
−Removed: 3.2 Amendment No.
−Removed: 3 to Amended and Restated By-laws of Griffon Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed March 13, 2025 (Commission File No.
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
18 unchanged sentences
(Principal Accounting Officer)
+Added: August 6, 2025
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.