Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans
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".
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Griffon Corporation 2025 Retiree Medical Plan
On August 5, 2025, we approved a retiree medical arrangement (the "RMA") for each of Ronald J. Kramer, our Chief Executive Officer; Robert F. Mehmel, our President and Chief Operating Officer; Brian G. Harris, our Executive Vice President and Chief Financial Officer; and Seth L. Kaplan, our Senior Vice President, General Counsel and Secretary. 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. Each of Messrs. Kramer, Mehmel, Harris and Kaplan will meet these vesting requirements in August, 2026. 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.
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). 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).
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Item 6. Exhibits
Exhibit Number
Exhibit Description
31.1*
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*
Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Document
101.DEF*
XBRL Taxonomy Extension Definitions Document
101.LAB*
XBRL Taxonomy Extension Labels Document
101.PRE*
XBRL Taxonomy Extension Presentations Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed Herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GRIFFON CORPORATION
/s/ Brian G. Harris
Brian G. Harris
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ W. Christopher Durborow
W. Christopher Durborow
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Date: August 6, 2025
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.