What changed in this filing

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Item 1. Business

2025-11-19 compared with 2024-11-13 · 40 added, 44 removed, 308 unchanged (21% of the section changed)

Griffon Corporation (the “Company” or “Griffon”, "we", "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries.

Griffon Corporation (the “Company,” “Griffon,” "we," or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries.

The Company, founded in 1959, is a Delaware corporation headquartered in New York, N.Y.

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In our Home and Building Products ("HBP") segment, we acquired CornellCookson, Inc.

("CornellCookson") in 2018, which has established us as a leading North American manufacturer and marketer of residential garage doors and sectional commercial doors, and rolling steel doors and grille products, under brands that include Clopay, Ideal, Cornell and Cookson.

in 2018, which has established us as a leading North American manufacturer and marketer of residential garage doors and sectional commercial doors, and rolling steel doors and grille products, under brands that include Clopay, Ideal, Cornell and Cookson.

In our Consumer and Professional Products ("CPP") segment, we expanded the scope of our brands through the acquisition of Hunter Fan Company ("Hunter") in January 2022 and ClosetMaid, LLC ("ClosetMaid") in 2018.

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This is CPP's seventh acquisition in Australia since 2013, and further expands AMES's product portfolio in the Australian market.

Pope is expected to contribute approximately $25,000 in revenue in the first twelve months after this acquisition.

On June 27, 2022 we completed the sale of our Defense Electronics segment which consisted of our Telephonics subsidiary for $330,000 in cash, excluding customary post-closing adjustments.

As such, the results of operations of our Telephonics business is classified as a discontinued operation in the Consolidated Statements of Operations for all periods presented and the related assets and liabilities have been classified as assets and liabilities of the discontinued operation in the Consolidated Balance Sheets.

Accordingly, all references made to results and information in this Annual Report on Form 10-K are to Griffon's continuing operations, unless noted otherwise.

On January 24, 2022, Griffon acquired Hunter, a market leader in residential ceiling, commercial, and industrial fans, from MidOcean Partners (“MidOcean”) for a contractual purchase price of $845,000.

Hunter, which is part of Griffon's Consumer and Professional Products segment, complements and diversifies our portfolio of leading consumer brands and products.

Pope generated over $25,000 in revenue in its first full year of operations.

CPP Global Sourcing Strategy Expansion and Restructuring Charges

Griffon announced in May 2023 that CPP was expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines for the U.S.

This initiative was successfully completed as of September 30, 2024, ahead of the previously announced date of December 31, 2024.

This initiative was successfully completed as of September 30, 2024.

As a result of this global sourcing expansion initiative, manufacturing operations have concluded at four manufacturing sites and four wood mills, resulting in a total facility footprint reduction of approximately 1.2 million square feet, or approximately 15% of CPP's square footage, and a headcount reduction of approximately 600.

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

The net book value of these properties as of September 30, 2025 and September 30, 2024 totaled $5,609 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 through September 30, 2024 were $13,271, and excludes future proceeds from the sale of remaining real estate and equipment.

Further Information

During the year ended September 30, 2025, cash proceeds related to the sale of remaining real estate and equipment held for sale totaled $17,729.

Available Information

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and, in accordance therewith, file periodic reports, proxy statements, and other information, including our Code of Conduct, with the SEC.

Such periodic reports, proxy statements, and other information are available on the SEC's website at www.sec.gov.

Griffon posts and makes available, free of charge through its website at www.griffon.com , its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as well as press releases, as soon as reasonably practicable after such materials are published or filed with or furnished to the Securities and Exchange Commission (the “SEC”).

The information found on Griffon's website is not part of this or any other report it files with or furnishes to the SEC.

The information found on Griffon's website is not incorporated into this or any other report it files with or furnishes to the SEC.

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

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Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes.

Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.

• Consumer and Professional Products (“CPP”) is a leading global provider of branded consumer and professional tools;

Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Clopay, Cornell and Cookson brands.

• Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools;

residential, industrial and commercial fans;

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The HBP segment consists of Clopay.

Founded in 1964 and acquired by Griffon in 1986, Clopay has grown organically and through acquisitions to become the largest manufacturer and marketer of residential and commercial garage doors, and rolling steel doors in North America.

Founded in 1964 and acquired by Griffon in 1986, Clopay has grown organically and through acquisitions to become the largest manufacturer and marketer of both residential and commercial garage doors, and rolling steel doors, in North America.

The majority of Clopay's sales come from home remodeling and renovation projects, with the balance from commercial construction and new residential housing construction.

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These distribution centers allow Clopay to maintain an inventory of garage doors near installing dealers and provide quick-ship service to retail and professional dealer customers.

Clopay is currently the exclusive supplier of residential and commercial garage doors to Home Depot and Menards locations throughout North America, and has had relationships with each for more than 25 years.

Clopay is currently the exclusive supplier of residential and commercial garage doors to Home Depot and Menards locations throughout North America, and has maintained long-standing relationships with Home Depot for 40 years and with Menards for over 30 years.

The loss of either of these customers would have a material adverse effect on Clopay and Griffon.

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CONSUMER AND PROFESSIONAL PRODUCTS

Consumer and Professional Products (“CPP”) is a leading global provider of branded consumer and professional tools;

Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools;

residential, industrial and commercial fans;

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(“Lowe’s”), Rona Inc., Bunnings Warehouse (“Bunnings”) and Woodies (with the average length of the relationship with these customers being approximately 30 years);

(2) mass market, specialty, and hardware retailers including Tractor Supply Corporation (“Tractor Supply”), Wal-Mart Stores Inc.

("Walmart"), Target Corporation ("Target"), Canadian Tire Corporation, Limited ("Canadian Tire"), Costco Wholesale Corporation ("Costco"), Ace, Do-It-Best and True Value Company;

(2) mass market, specialty, and hardware retailers including Tractor Supply Corporation, Wal-Mart Stores Inc., Target Corporation, Canadian Tire Corporation, Limited, Costco Wholesale Corporation, Ace, Do-It-Best and True Value Company;

(3) industrial distributors, such as W.W.

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Horton, KB Home, Lennar and NVR, Inc.;

and (5) E-commerce platforms, such as Amazon Inc.

(“Amazon”), Wayfair Inc., (“Wayfair), Hayneedle Inc., “(Hayneedle”), Beyond, Inc.

and (5) E-commerce platforms, such as Amazon Inc., Wayfair Inc.

(“Wayfair”), Hayneedle Inc.

(“Hayneedle”), Beyond, Inc.

(“Beyond”), and Spreetail LLC.

(“Spreetail”).

Home Depot, Lowe's and Bunnings are significant customers of CPP.

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Francois, Quebec, Canada.

CPP operates smaller manufacturing facilities, including wood mills, at several other locations in the United States, and internationally in Jiangmen, China, and Grafton, New South Wales and Wonthaggi, Victoria, both in Australia.

CPP also operates two wood mills, of which one is located in Canada and the other is located in the United States.

Internationally CPP operates manufacturing facilities in Grafton, New South Wales and Wonthaggi, Victoria, both in Australia.

CPP has three principal distribution facilities in the United States:

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a 997,000 square foot facility in Reno, Nevada;

and a 600,000 square foot facility in Byhalia, MS.

and a 600,000 square foot facility in Byhalia, Mississippi.

Finished goods are transported to these facilities by both an internal fleet, as well as over the road trucking and rail.

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in Ocala, Florida, and internationally in Canada, Australia, the United Kingdom and Ireland.

Discontinued Operation:

DEFENSE ELECTRONICS

On June 27, 2022, Griffon completed the sale of its Defense Electronics segment, which consisted of Griffon's Telephonics subsidiary, for $330,000, excluding certain customary post-closing adjustments.

As such, the results of operations of our Telephonics business is classified as a discontinued operation in the Consolidated Statements of Operations for the year ended September 30, 2022.

Accordingly, all references made to results and information in this Annual Report on Form 10-K are to Griffon's continuing operations, unless noted otherwise.

Griffon Corporation

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Griffon follows a practice of actively protecting and enforcing its proprietary rights in the U.S.

and throughout the world where Griffon’s products are sold.

and throughout the world where Griffon’s products are produced and sold.

All intellectual property information presented in this section is as of September 30, 2025.

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Griffon and its operating companies have always taken into account environmental, social and governance (“ESG”) considerations in the management of our businesses.

Griffon is a subscriber to the United Nations Global Compact (UNGC) and published its inaugural annual ESG report in August 2022, in relation to fiscal 2021, benchmarked to both United Nations Global Compact (UNGC) Sustainable Development Goals and to the Sustainability Accounting Standards Board (SASB) criteria.

Since then, Griffon published an annual ESG report in November 2023 in relation to calendar 2022.

The Griffon ESG policy, and annual ESG Report, can be found on the Griffon website at www.griffon.com.

Beginning with the calendar 2023 report, the report will be renamed as our annual Sustainability Report.

Griffon is a subscriber to the United Nations Global Compact (“UNGC”) and published its inaugural annual Sustainability Report in August 2022, in relation to fiscal 2021, benchmarked to both United Nations Global Compact (“UNGC”) Sustainable Development Goals and to the Sustainability Accounting Standards Board (“SASB”) criteria.

Since then, Griffon published an annual Sustainability Report in November 2024 in relation to calendar 2023;

and in November 2023 in relation to calendar 2022.

The Griffon ESG policy, and annual Sustainability Report, can be found on the Griffon website at www.griffon.com.

We expect to file our calendar year 2024 Sustainability Report before the end of calendar 2025.

The annual Sustainability reports discuss employee safety, employee education and welfare, carbon emissions, air emissions, energy consumption, water consumption, waste generation, recycled raw materials, and packaging initiatives, as well as community involvement and charitable giving.

The annual Sustainability Report discusses employee safety, employee education and welfare, carbon emissions, air emissions, energy consumption, water consumption, waste generation, recycled raw materials, and packaging initiatives, as well as community involvement and charitable giving.

In our calendar 2022 report, we set an overarching goal of 30 percent reduction across six key metrics by 2030:

carbon emissions, air emissions, water consumption, hazardous waste generated, lost time rates, and recordable injury rates.

In addition, in 2023, in connection with the announcement of an expansion of CPP's global sourcing strategy, in 2023 we adopted a Supplier Code of Conduct (SCC) that essentially binds our suppliers to the same ESG goals and criteria to which Griffon adheres.

In addition, in 2023, in connection with the announcement of an expansion of CPP's global sourcing strategy, we adopted a Supplier Code of Conduct (“SCC”) that essentially binds our suppliers to the same ESG goals and criteria to which Griffon adheres.

Griffon has assessed the environmental risk from its operations and focused its efforts to date on areas with the potential to have the greatest environmental impact.

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Our communities know they can count on our support.

Over the last five years, we have invested millions of dollars in capital improvements relating to employee safety and health.

Over the last six years, we have invested millions of dollars in capital improvements relating to employee safety and health.

These improvements include major upgrades to our loading and unloading operations (which had been the source of a significant portion of our worker injuries), ergonomic improvements, machine guarding and elimination of certain high-risk repetitive jobs through the use of robotics.

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More importantly, we view our employees as more than just workers.

Through our Employee Stock Ownership Plan, our U.S.

Through our Employee Stock Ownership Plan ("ESOP"), our U.S.

employees own approximately nine percent of Griffon stock.

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We also have a variety of onboarding programs, onsite job training programs, leadership development programs, and tuition reimbursement and education assistance policies to further the development and advancement of our employees.

In all of our geographies, we use on-site inspections of suppliers and specific contractual terms to manage our supply chains to ensure compliance with environmental and social laws and regulations, as well as with our policies, including with respect to human rights, child labor, slave labor and unsafe working conditions.

In all of our geographies, we conduct regular audits of suppliers and utilize contractual terms that require our suppliers to comply with environmental and social laws and regulations, as well as with our policies, including with respect to human rights, child labor, slave labor and unsafe working conditions.

Our SCC requires that all new suppliers, major volume suppliers and suppliers in higher risk areas submit a formal certification of compliance with our SCC.

All significant suppliers worldwide will be required to periodically submit to an SCC audit, which evaluates not only quality control and vendor capabilities, but assesses to what extent each supplier emphasizes environmental, labor and social considerations in the operation of its business.

Griffon companies are phasing in the SCC over the next several years, with the initial year to include training and program roll-out.

All key suppliers worldwide are required to periodically submit to an SCC audit, which evaluates not only quality control and vendor capabilities, but assesses to what extent each supplier emphasizes environmental, labor and social considerations in the operation of its business.

Griffon companies are in the process of phasing in the SCC over a multi-year period;

the initial year included training and program roll-out.

Honesty, transparency, and ethical practices have been ordinary course at Griffon for decades, and we continue to review and upgrade our programs in these areas.

Our Code of Business Ethics and Conduct ("Code"), to which every employee certifies annually, requires that each and every employee conduct business to the highest ethical standards.

Our Code of Business Conduct and Ethics ("Code"), to which every employee certifies annually, requires that each and every employee conduct business to the highest ethical standards.

Any acts of bribery are strictly prohibited, as is human trafficking and activities supporting human trafficking, such as the use of conflicts minerals.

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Our Corporate Governance Guidelines are published on our website.

While the guidelines require that a majority of directors be independent, currently all of our directors are independent except our CEO (constituting over 92% of our directors).

While the guidelines require that a majority of directors be independent, currently all of our directors are independent except our CEO (constituting approximately 91% of our directors).

Griffon has appointed a lead independent director and has four principal board committees - Audit, Compensation, Nominating and Corporate Governance, and Finance - each of which has its responsibilities set forth in a charter available on the Griffon website.

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From 1999 to 2001, Managing Director at Dresdner Kleinwort Wasserstein, an investment banking firm, and its predecessor Wasserstein Perella & Co.

Member of the board of directors of Entain plc (LSE:ENT), Franklin BSP Capital Corporation and Franklin BSP Private Credit Fund.

Member of the board of directors of Franklin BSP Capital Corporation and Franklin BSP Private Credit Fund.

Former member of the board of directors of Douglas Elliman Inc.

DOUG), from December 2021 to July 2024.

DOUG), from December 2021 to July 2024, and of Entain pls (LSE:ENT), from March 2024 to March 2025.

Mehmel 63 President and Chief Operating Officer since December 2012, director from May 2018 to March 2022.

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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-K

Item 1. Business