Management’s Discussion and Analysis of Financial Condition and Results of Operations
−Removed: (Unless otherwise indicated, all references to years or year-end refers to the fiscal year ending September 30 and dollars are in thousands, except per share data)
+Added: (Unless otherwise indicated, all references to years or year-end refer to the fiscal year ending September 30 and dollars are in thousands, except per share data)
Griffon Corporation (the “Company,” “Griffon,” "we" or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries.
8 unchanged sentences
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.
−Removed: Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.
+Added: Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Clopay, Cornell and Cookson brands.
HBP revenue was 63%, 61% and 59% of Griffon’s consolidated revenue in 2025, 2024 and 2023, respectively.
−Removed: • Consumer and Professional Products (“CPP”) is a leading global provider of branded consumer and professional tools;
+Added: • Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools;
residential, industrial and commercial fans;
3 unchanged sentences
CPP revenue was 37%, 39% and 41% of Griffon’s consolidated revenue in 2025, 2024 and 2023, respectively.
−Removed: 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.
−Removed: This initiative was successfully completed as of September 30, 2024, ahead of the previously announced date of December 31, 2024.
−Removed: Refer to Note 10 - Restructuring Charges for further detail.
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 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.
This is CPP's seventh acquisition in Australia since 2013, and further expands AMES's product portfolio in the Australian market.
−Removed: Pope is expected to contribute approximately $25,000 in revenue in the first twelve months after this acquisition.
−Removed: On June 27, 2022, we completed the sale of our Defense Electronics ("DE") segment, which consisted of our Telephonics Corporation ("Telephonics") subsidiary, for $330,000 in cash, excluding customary post-closing adjustments.
−Removed: 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.
−Removed: 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.
−Removed: On January 24, 2022, Griffon acquired Hunter Fan Company (“Hunter”), a market leader in residential ceiling, commercial, and industrial fans, from MidOcean Partners (“MidOcean”) for a contractual purchase price of $845,000.
−Removed: Hunter, part of our CPP segment, complements and diversifies our portfolio of leading consumer brands and products.
+Added: Pope generated over $25,000 in revenue in its first full year of operations.
+Added: 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.
+Added: This initiative was successfully completed as of September 30, 2024.
+Added: Refer to Note 10 - Restructuring Charges for further detail.
CONSOLIDATED RESULTS OF OPERATIONS
1 unchanged sentence
Revenue for the year ended September 30, 2025 of $2,519,926 decreased 4% compared to $2,623,520 for the year ended September 30, 2024.
−Removed: The decrease was primarily due to a 6% decline in revenue at CPP, while HBP's revenue remained consistent with the prior year.
+Added: The decrease was due to a 10% decline in revenue at CPP, while HBP's revenue remained consistent with the prior year.
Gross profit for 2025 was $1,058,005 compared to $1,019,935 in 2024.
Gross profit as a percent of sales (“gross margin”) for 2025 and 2024 was 42.0% and 38.9%, respectively.
−Removed: In the years ended 2024 and 2023, gross profit included restructuring charges of $35,806 and $82,028, respectively.
−Removed: In 2024, gross profit also included amortization of $491 related to the fair value step-up of acquired inventory sold in connection with the Pope acquisition.
−Removed: Excluding these charges from both years, gross profit would have been $1,056,232 or 40.3% of revenue, compared to $1,030,849 or 38.4% in the prior year.
+Added: In 2025, gross profit did not include any nonrecurring charges;
+Added: however, in 2024, gross profit included restructuring charges of $35,806 and amortization of $491 related to the fair value step-up of acquired inventory sold in connection with the Pope acquisition.
+Added: Excluding these charges from 2024, gross profit would have been $1,058,005 or 42.0% of revenue, compared to $1,056,232 or 40.3% of revenue in the prior year.
Selling, general and administrative (“SG&A”) expenses in 2025 of $608,116, or 24.1% of revenue, decreased 2% from $621,638, or 23.7% of revenue, in 2024.
−Removed: 2024 SG&A expenses included restructuring charges of $5,503, strategic review (retention and other) of $10,594 and Pope acquisition costs of $441.
−Removed: 2023 SG&A expenses included restructuring charges of $10,440, strategic review (retention and other) of $20,225, special dividend ESOP charges of $15,494 and proxy expenses of $2,685.
−Removed: In 2023, proxy expenses of $2,685 related to a settlement entered into with a shareholder that had submitted a slate of director nominees.
−Removed: Excluding these items from both periods, 2024 SG&A expenses would have been $605,100, or 23.1% of revenue compared to $593,890, or 22.1%, with the increase in expenses primarily due to increased selling and administrative costs.
−Removed: In connection with the preparation of our financial statements for the fiscal years ended September 30, 2024 and 2023, Griffon performed its annual impairment testing of its goodwill and indefinite lived intangibles.
−Removed: Griffon performed a quantitative assessment of the CPP reporting units and indefinite-lived intangible assets.
−Removed: The assessments in both fiscal years did not result in an impairment to goodwill.
−Removed: Also, in 2024, the impairment test did not result in impairment charges to CPP's gross carrying amount of intangible assets;
−Removed: however, in 2023, the impairment tests did result in pre-tax non-cash impairment charges totaling $109,200 ($81,313 net of tax) to CPP's gross carrying amount of intangible assets.
+Added: 2025 SG&A expenses included strategic review (retention and other) expenses of $3,883 and the impact of retirement plan events of $2,505, primarily related to costs associated with the termination of the Hunter Fan Pension Plan.
+Added: 2024 SG&A expenses included restructuring charges of $5,503, strategic review (retention and other) expenses of $10,594, and Pope acquisition costs of $441.
+Added: Excluding these items from both periods, 2025 SG&A expenses would have been $601,728, or 23.9% of revenue, compared to 2024 SG&A expenses of $605,100, or 23.1% of revenue, with the decrease in expenses primarily due to decreases in stock compensation and management incentives.
+Added: During the third quarter of fiscal 2025, indicators of goodwill and indefinite-lived intangible asset 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.
+Added: As such, we performed a quantitative assessment of the Hunter Fan reporting unit goodwill and indefinite-lived intangible assets.
+Added: Based on the results of these tests, we recorded a pre-tax, non-cash impairment charge of $136,612, representing the remaining goodwill of the Hunter Fan reporting unit, and a pre-tax, non-cash impairment charge of $107,000 related to the Hunter Fan trademark in the third quarter of fiscal 2025.
+Added: In preparation of our financial statements during the year ended September 30, 2025, we performed qualitative assessments of goodwill and indefinite-lived intangibles for our CPP and HBP reporting units, and concluded that it was not more likely than not that the fair values of these reporting units or indefinite-lived intangible assets were less than their carrying amounts.
+Added: The quantitative assessment in 2024 did not result in any impairment charges to CPP's goodwill or indefinite-lived intangible assets.
For HBP, in both 2025 and 2024, Griffon performed qualitative assessments and determined that indicators that fair value was less than the carrying amount were not present.
−Removed: Interest expense in 2024 of $104,086 increased 3% compared to 2023 interest expense of $101,445, primarily as a result of increased outstanding borrowings and increased variable interest rates on both our Revolving Credit Facility and Term Loan B.
−Removed: Other income (expense) of $1,766 and $2,928 in 2024 and 2023, respectively, includes ($333) and $302, respectively, of net currency exchange transaction gains (losses) from receivables and payables held in non-functional currencies, $148 and $469, respectively, of net gains (losses) on investments, and $(137) and $(866), respectively, of net periodic benefit plan income (expense).
+Added: Interest expense in 2025 of $96,012 decreased 8% compared to 2024 interest expense of $104,086, primarily as a result of decreased outstanding borrowings and decreased variable interest rates on both our Revolving Credit Facility and Term Loan B.
+Added: Other income (expense) of $6,672 and $1,766 in 2025 and 2024, respectively, includes $474 and ($333), respectively, of net currency exchange transaction gains (losses) from receivables and payables held in non-functional currencies, ($948) and $148, respectively, of net gains (losses) on investments, and $5,411 and ($137), respectively, of retirement benefit plan income (expense).
Other income (expense) also includes royalty income of $2,201 and $2,198 in 2025 and 2024, respectively.
−Removed: Griffon reported income before tax from continuing operations for 2024 of $296,650 compared to $112,682 for 2023.
+Added: Griffon reported income before tax for 2025 of $127,371 compared to $296,650 for 2024.
The income tax provision recognized in 2025 and 2024 translated to an effective income tax rate of 59.9% and 29.2%, respectively.
−Removed: The 2024 and 2023 tax rates included discrete and certain other tax provisions, net, and other items that affect comparability, as listed below.
−Removed: Excluding the discrete and certain other tax provisions, net, and other items that affect comparability, as listed below, the effective income tax rates for 2024 and 2023 were 27.6% and 27.3%, respectively.
+Added: The 2025 and 2024 tax rates included discrete and certain other tax provisions (benefits), net, and other items that affect comparability, as listed below.
+Added: Excluding the discrete and certain other tax provisions (benefits), net, and other items that affect comparability, as listed below, the effective income tax rates for 2025 and 2024 were 27.9% and 27.6%, respectively.
These rates reflect the impact of tax reserves and changes in earnings mix between U.S.
−Removed: Income from continuing operations for 2024 was $209,897, or $4.23 per share, compared to $77,617, or $1.42 per share in 2023.
−Removed: The 2024 income from continuing operations included the following:
+Added: Net income for 2025 was $51,110, or $1.09 per share, compared to $209,897, or $4.23 per share in 2024.
+Added: 2025 net income included the following:
+Added: – Goodwill and intangible asset impairments of $243,612 ($217,154, net of tax, or $4.65 per share);
+Added: – Impact of retirement plan events of $1,165 ($1,089, net of tax, or $0.02 per share);
+Added: – Strategic review - retention and other of $3,883 ($2,886, net of tax, or $0.06 per share);
+Added: – Gain on sale of real estate of $8,279 ($6,169, net of tax, or $0.13 per share);
+Added: – Discrete and certain other tax benefits, net, of $303, or $0.01 per share.
+Added: 2024 net income included the following:
– Restructuring charges of $41,309 ($30,824, net of tax, or $0.62 per share);
– Strategic review - retention and other of $10,594 ($7,934, net of tax, or $0.16 per share);
−Removed: – Loss on sale of buildings $61 ($25, net of tax, or $0.00 per share);
−Removed: – Debt extinguishment, net $1,700 ($1,292, net of tax, or $0.03 per share);
+Added: – Loss on sale of real estate of $61 ($25, net of tax, or $0.00 per share);
+Added: – Debt extinguishment, net of $1,700 ($1,292, net of tax, or $0.03 per share);
– Fair value step-up of acquired inventory sold of $491 ($354, net of tax, or $0.01 per share);
– Acquisition costs of $441 ($335, net of tax, or $0.01 per share);
−Removed: – Discrete and certain other tax provision, net, of $3,586 or 0.07 per share.
−Removed: The 2023 income from continuing operations included the following:
−Removed: – Restructuring charges of $92,468 ($68,779, net of tax, or $1.26 per share);
−Removed: – Gain on sale of buildings $12,655 ($9,586, net of tax, or $0.18 per share);
−Removed: – Debt extinguishment, net $437 ($332, net of tax, or $0.01 per share);
−Removed: – Strategic review - retention and other of $20,225 ($15,253, net of tax, or $0.28 per share);
−Removed: – Special dividend ESOP charges of $15,494 ($11,779, net of tax, or $0.22 per share);
−Removed: – Proxy expenses of $2,685 ($2,059, net of tax, or $0.04 per share);
−Removed: – Intangible asset impairments of $109,200 ($81,313, net of tax, or $1.49 per share);
– Discrete and certain other tax provisions, net, of $3,586, or $0.07 per share.
−Removed: Excluding these items from both reporting periods, 2024 income from continuing operations would have been $254,247, or $5.12 per share compared to $247,721, or $4.54 per share, in 2023.
+Added: Excluding these items from both reporting periods, 2025 net income would have been $263,589, or $5.65 per share, compared to $254,247, or $5.12 per share, in 2024.
2024 Compared to 2023
−Removed: Revenue for the year ended September 30, 2023 of $2,685,183 decreased 6% compared to $2,848,488 for the year ended September 30, 2022, resulting from decreased revenue of 18% at CPP, partially offset by increased revenue of 5% at HBP.
−Removed: Adjusting for the period Griffon did not own Hunter in the prior year, organic revenue decreased 8% to $2,609,417.
−Removed: Hunter contributed $75,766 of incremental revenue during 2023.
+Added: Revenue for the year ended September 30, 2024 of $2,623,520 decreased 2% compared to $2,685,183 for the year ended September 30, 2023.
+Added: The decrease was due to a 6% decline in revenue at CPP, while HBP's revenue remained consistent with the prior year.
Gross profit for 2024 was $1,019,935 compared to $948,821 in 2023.
1 unchanged sentence
In the years ended 2024 and 2023, gross profit included restructuring charges of $35,806 and $82,028, respectively.
−Removed: In the year ended 2022, gross profit also included amortization of $5,401 related to the fair value step-up of acquired inventory sold in connection with the Hunter Fan acquisition.
+Added: In 2024, gross profit also included amortization of $491 related to the fair value step-up of acquired inventory sold in connection with the Pope acquisition.
Excluding these charges from both years, gross profit would have been $1,056,232 or 40.3% of revenue, compared to $1,030,849 or 38.4% in the prior year.
−Removed: SG&A expenses in 2023 of $642,734 or 23.9% of revenue, increased 6% from $608,926, or 21.4% of revenue, in 2022.
+Added: SG&A expenses in 2024 of $621,638, or 23.7% of revenue, decreased 3% from $642,734, or 23.9% of revenue, in 2023.
+Added: 2024 SG&A expenses included restructuring charges of $5,503, strategic review (retention and other) of $10,594 and Pope acquisition costs of $441.
2023 SG&A expenses included restructuring charges of $10,440, strategic review (retention and other) of $20,225, special dividend ESOP charges of $15,494 and proxy expenses of $2,685.
−Removed: 2022 SG&A expenses included restructuring charges of $8,818, acquisition costs of $9,303, strategic review (retention and other) of $9,683, special dividend ESOP charges of $10,538 and proxy expenses of $6,952.
In 2023, proxy expenses of $2,685 related to a settlement entered into with a shareholder that had submitted a slate of director nominees.
−Removed: In 2022, proxy expenses of $6,952 (including legal and advisory fees) were the result of a proxy contest initiated by a shareholder which was completed at the shareholder meeting on February 17, 2022.
−Removed: Excluding these items from both periods, 2023 SG&A expenses would have been $593,890, or 22.1% of revenue compared to $563,632 or 19.8%, with the increase in expenses primarily due to a full year of Hunter Fan expenses as well as increased management incentives, marketing, advertising and administrative expenses.
+Added: Excluding these items from both periods, 2024 SG&A expenses would have been $605,100, or 23.1% of revenue compared to $593,890, or 22.1%, with the increase in expenses primarily due to increased selling and administrative costs.
In connection with the preparation of our financial statements for the fiscal years ended September 30, 2024 and 2023, Griffon performed its annual impairment testing of its goodwill and indefinite-lived intangibles.
−Removed: For the fiscal year ended September 30, 2023, Griffon performed a quantitative assessment of the CPP reporting units and indefinite-lived intangible assets.
−Removed: The assessments did not result in an impairment to goodwill.
−Removed: However, the impairment tests did result in pre-tax non-cash impairment charges totaling $109,200 ($81,313 net of tax) to CPP's gross carrying amount of intangible assets.
−Removed: For the fiscal year ended September 30, 2022, indicators of impairment were present due to decreases in comparable company market multiples for the CPP reporting units and increased interest rates, and the related impact on weighted average cost of capital rates.
−Removed: Accordingly, a quantitative assessment was performed, which resulted in non-cash, pre-tax impairment charges for goodwill and indefinite lived intangibles of $342,027 and $175,000.
−Removed: respectively.
−Removed: For the HBP reporting units, Griffon performed qualitative assessments and determined that indicators that fair value was less than the carrying amount were not present for the years ended September 30, 2023 and 2022.
−Removed: Interest expense in 2023 of $101,445 increased 20% compared to 2022 interest expense of $84,379, primarily as a result of an increased effective interest rate related to the $800,000 Term Loan B facility entered into in fiscal 2022 in connection with the Hunter acquisition, of which Griffon repaid $25,000 and $300,000 aggregate principal amount in 2023 and 2022, respectively.
−Removed: Other income (expense) of $2,928 and $6,881 in 2023 and 2022, respectively, includes $302 and $305, respectively, of net currency exchange transaction gains from receivables and payables held in non-functional currencies, $469 and $(225), respectively, of net gains (losses) on investments, and $(866) and $4,256, respectively, of net periodic benefit plan income
−Removed: Other income (expense) also includes rental income of $212 and $689 and royalty income of $2,104 and $2,250 for the years ended September 30, 2023 and 2022, respectively.
−Removed: Griffon reported income before tax from continuing operations for 2023 of $112,682 compared to a loss before tax from continuing operations of $270,879 in 2022.
−Removed: The income tax provision in 2023 and 2022 translated to an effective income tax rate of 31.1% and 6.2%, respectively.
+Added: Griffon performed a quantitative assessment of the CPP reporting units and indefinite-lived intangible assets.
+Added: The assessments in both fiscal years did not result in an impairment to goodwill.
+Added: Also, in 2024, the impairment test did not result in any impairment charges to CPP's gross carrying amount of indefinite-lived intangible assets;
+Added: however, in 2023, the impairment test did result in pre-tax, non-cash impairment charges totaling $109,200 ($81,313 net of tax) to CPP's gross carrying amount of indefinite-lived intangible assets.
+Added: For HBP, in both 2024 and 2023, Griffon performed qualitative assessments and determined that indicators that fair value was less than the carrying amount were not present.
+Added: Interest expense in 2024 of $104,086 increased 3% compared to 2023 interest expense of $101,445, primarily as a result of increased outstanding borrowings and increased variable interest rates on both our Revolving Credit Facility and Term Loan B.
+Added: Other income (expense) of $1,766 and $2,928 in 2024 and 2023, respectively, includes ($333) and $302, respectively, of net currency exchange transaction gains (losses) from receivables and payables held in non-functional currencies, $148 and $469, respectively, of net gains on investments, and ($137) and ($866), respectively, of net periodic benefit plan income (expense).
+Added: Other income (expense) also includes royalty income of $2,198 and $2,104 for the years ended September 30, 2024 and 2023, respectively.
+Added: Griffon reported income before tax for 2024 of $296,650 compared to $112,682 for 2023.
+Added: The income tax provision recognized in 2024 and 2023 translated to an effective income tax rate of 29.2% and 31.1%, respectively.
The 2024 and 2023 tax rates included discrete and certain other tax provisions, net, and other items that affect comparability, as listed below.
1 unchanged sentence
These rates reflect the impact of tax reserves and changes in earnings mix between U.S.
−Removed: Income from continuing operations for 2023 was $77,617, or $1.42 per share, compared to a loss from continuing operations of $287,715, or $5.57 per share in 2022.
−Removed: The 2023 income from continuing operations included the following:
+Added: Net income for 2024 was $209,897, or $4.23 per share, compared to $77,617, or $1.42 per share in 2023.
+Added: 2024 net income included the following:
– Restructuring charges of $41,309 ($30,824, net of tax, or $0.62 per share);
−Removed: – Gain on sale of buildings $12,655 ($9,586, net of tax, or $0.18 per share);
−Removed: – Debt extinguishment, net $437 ($332, net of tax, or $0.01 per share);
– Strategic review - retention and other of $10,594 ($7,934, net of tax, or $0.16 per share);
−Removed: – Special dividend ESOP charges of $15,494 ($11,779, net of tax, or $0.22 per share);
−Removed: – Proxy expenses of $2,685 ($2,059, net of tax, or $0.04 per share);
−Removed: – Intangible asset impairments of $109,200 ($81,313, net of tax, or $1.49 per share);
+Added: – Loss on sale of real estate of $61 ($25, net of tax, or $0.00 per share);
+Added: – Debt extinguishment, net $1,700 ($1,292, net of tax, or $0.03 per share);
+Added: – Fair value step-up of acquired inventory sold of $491 ($354, net of tax, or $0.01 per share);
+Added: – Acquisition costs of $441 ($335, net of tax, or $0.01 per share);
– Discrete and certain other tax provisions, net, of $3,586, or $0.07 per share.
−Removed: The 2022 loss from continuing operations included the following:
+Added: 2023 net income included the following:
– Restructuring charges of $92,468 ($68,779, net of tax, or $1.26 per share);
+Added: – Gain on sale of real estate of $12,655 ($9,586, net of tax, or $0.18 per share);
– Debt extinguishment, net of $437 ($332, net of tax, or $0.01 per share);
−Removed: – Acquisition costs of $9,303 ($8,149, net of tax, or $0.15 per share);
– Strategic review - retention and other of $20,225 ($15,253, net of tax, or $0.28 per share);
1 unchanged sentence
– Proxy expenses of $2,685 ($2,059, net of tax, or $0.04 per share);
−Removed: – Fair value step-up of acquired inventory sold of $5,401 ($4,012, net of tax, or $0.07 per share);
−Removed: – Goodwill and intangible asset impairments of $517,027 ($454,753, net of tax, or $8.43 per share);
+Added: – Intangible asset impairments of $109,200 ($81,313, net of tax, or $1.49 per share);
– Discrete and certain other tax provisions, net, of $175, or $0.00 per share.
−Removed: Excluding these items from both reporting periods, 2023 income from continuing operations would have been $247,721, or $4.54 per share compared to $219,786, or $4.07 per share, in 2022.
−Removed: Griffon evaluates performance based on adjusted income from continuing operations and the related adjusted earnings per common share, which are non-GAAP measures that exclude non-cash impairment charges, restructuring charges, debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well other items that may affect comparability, as applicable.
+Added: Excluding these items from both reporting periods, 2024 net income would have been $254,247, or $5.12 per share, compared to $247,721, or $4.54 per share, in 2023.
+Added: Griffon evaluates performance based on adjusted net income and the related adjusted earnings per common share, which are non-GAAP measures that exclude non-cash impairment charges, restructuring charges, debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well other items that may affect comparability, as applicable.
Griffon believes this information is useful to investors for the same reason.
−Removed: The following table provides a reconciliation of income (loss) from continuing operations to adjusted income from continuing operations and earnings (loss) per share from continuing operations to adjusted earnings per share from continuing operations:
+Added: The following table provides a reconciliation of net income to adjusted net income and earnings per share to adjusted earnings per share:
GRIFFON CORPORATION AND SUBSIDIARIES
−Removed: RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS
−Removed: TO ADJUSTED INCOME FROM CONTINUING OPERATIONS
+Added: RECONCILIATION OF NET INCOME
+Added: TO ADJUSTED NET INCOME
For the Years Ended September 30,
2025 2024 2023
−Removed: Income (loss) from continuing operations $ 209,897 $ 77,617 $ (287,715)
+Added: $ 51,110 $ 209,897 $ 77,617
Adjusting items:
+Added: Goodwill and intangible asset impairments 243,612 — 109,200
+Added: Impact of retirement plan events (1)
+Added: (Gain) loss on sale of real estate
+Added: (8,279) 61 (12,655)
+Added: Strategic review - retention and other 3,883 10,594 20,225
Restructuring charges (2)
— 41,309 92,468
−Removed: (Gain) loss on sale of buildings 61 (12,655) —
Debt extinguishment, net — 1,700 437
Acquisition costs — 441 —
−Removed: Strategic review - retention and other 10,594 20,225 9,683
+Added: Fair value step-up of acquired inventory sold — 491 —
Special dividend ESOP charges — — 15,494
Proxy expenses — — 2,685
−Removed: Fair value step-up of acquired inventory sold 491 — 5,401
−Removed: Goodwill and intangible asset impairments — 109,200 517,027
Tax impact of above items (3)
(25,269) (13,832) (57,925)
−Removed: Discrete and other certain tax provisions
+Added: Discrete and other certain tax provisions (benefits)
(303) 3,586 175
−Removed: Adjusted income from continuing operations $ 254,247 $ 247,721 $ 219,786
−Removed: Earnings (loss) per common share from continuing operations $ 4.23 $ 1.42 $ (5.57)
+Added: Adjusted Net Income
+Added: $ 263,589 $ 254,247 $ 247,721
+Added: Earnings per common share
+Added: $ 1.09 $ 4.23 $ 1.42
Adjusting items, net of tax:
−Removed: Anti-dilutive share impact (3)
+Added: Goodwill and intangible asset impairments 4.65 — 1.49
+Added: Impact of retirement plan events (1)
+Added: (Gain) loss on sale of real estate (0.13) — (0.18)
+Added: Strategic review - retention and other 0.06 0.16 0.28
Restructuring charges (2)
−Removed: 0.62 1.26 0.23
−Removed: (Gain) loss on sale of buildings — (0.18) —
Debt extinguishment, net — 0.03 0.01
Acquisition costs — 0.01 —
−Removed: Strategic review - retention and other 0.16 0.28 0.13
+Added: Fair value step-up of acquired inventory sold — 0.01 —
Special dividend ESOP charges — — 0.22
Proxy expenses — — 0.04
−Removed: Fair value step-up of acquired inventory sold 0.01 — 0.07
−Removed: Goodwill and intangible asset impairments — 1.49 8.43
−Removed: Discrete and other certain tax provisions
−Removed: Adjusted earnings per share from continuing operations $ 5.12 $ 4.54 $ 4.07
+Added: Discrete and other certain tax provisions (benefits)
+Added: (0.01) 0.07 —
+Added: Adjusted earnings per share
+Added: $ 5.65 $ 5.12 $ 4.54
Weighted-average shares outstanding (in thousands) 45,354 47,573 52,111
2 unchanged sentences
Due to rounding, the sum of earnings per common share and adjusting items, net of tax, may not equal adjusted earnings per common share.
+Added: (1) For the year ended September 30, 2025, the Impact of retirement plan events relates to a net gain of $2,181 related to the termination of the Hunter Fan Pension Plan, and a non-cash charge of $1,016 associated with the establishment of a retiree medical plan, of which a gain of $3,670 is included in Other, net, and a charge of $2,505 is included in SG&A.
+Added: The Company will recognize an additional retiree medical plan non-cash charge of $5,362 ratably over the first 10 months of fiscal 2026.
(2) For the years ended September 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion of which $35,806 and $82,028, respectively, is included in Cost of goods and services and $5,503 and $10,440, respectively, is included in SG&A.
−Removed: (2) Tax impact for the above reconciling adjustments from GAAP to non-GAAP Income from continuing operations and the related EPS is determined by comparing the Company's tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments.
−Removed: (3) In fiscal 2022, loss from continuing operations is calculated using basic shares on the face of the income statement.
−Removed: Per share impact of using diluted shares represents the impact of converting from the basic shares used in calculating earnings per share from the loss from continuing operations to the diluted shares used in calculating earnings per share from the adjusted income from continuing operations.
+Added: (3) Tax impact for the above reconciling adjustments from GAAP net income to non-GAAP adjusted net income and the related adjusted EPS is determined by comparing the Company's tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments.
REPORTABLE SEGMENTS
−Removed: Griffon evaluates performance and allocates resources based on each segment's adjusted EBITDA, a non-GAAP measure, defined as income (loss) before taxes from continuing operations, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, restructuring charges, and acquisition related expenses, as well as other items that may affect comparability, as applicable.
+Added: Griffon evaluates performance and allocates resources based on each segment's adjusted EBITDA, a non-GAAP measure, defined as income (loss) before taxes, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), 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 believes this information is useful to investors for the same reason.
−Removed: See the table provided in Note 19 - Reportable Segments for a reconciliation of adjusted EBITDA to income (loss) before taxes from continuing operations.
+Added: See the table provided in Note 19 - Reportable Segments for a reconciliation of adjusted EBITDA to income before taxes.
Home and Building Products
1 unchanged sentence
2025 2024 2023
−Removed: Residential repair and remodel $ 769,691 $ 757,088 $ 736,525
−Removed: Residential new construction 134,546 131,305 140,291
Residential $ 907,556 $ 904,237 $ 888,393
4 unchanged sentences
2025 Compared to 2024
+Added: HBP revenue in 2025 was consistent with the prior year reflecting favorable price and mix of 2%, offset by decreased volume of 2% primarily driven by residential volume.
+Added: HBP adjusted EBITDA in 2025 decreased 1% to $494,576 compared to $501,001 in 2024, primarily resulting from increased material, labor and distribution costs.
+Added: Segment depreciation and amortization increased $2,243 from the comparable prior year period primarily due to depreciation and amortization on new assets placed in service.
+Added: 2024 Compared to 2023
HBP revenue in 2024 was consistent with the prior year reflecting increased residential volume offset by reduced commercial volume.
HBP adjusted EBITDA in 2024 decreased 2% to $501,001 compared to $510,876 in 2023 primarily resulting from increased labor and distribution costs.
−Removed: Segment depreciation and amortization increased $283 from the comparable prior year period primarily due to depreciation and amortization on assets placed in service.
−Removed: 2023 Compared to 2022
−Removed: HBP revenue in 2023 increased $81,623, or 5%, compared to 2022, due to favorable commercial and residential pricing and mix of 8%, partially offset by a decline in volume of 3%.
−Removed: The volume decrease was primarily driven by residential, partially offset by commercial.
−Removed: HBP Adjusted EBITDA in 2023 increased 24% to $510,876 compared to $412,738 in 2022.
−Removed: Adjusted EBITDA benefited from the increased revenue noted above and reduced material costs, partially offset by increased labor, transportation, advertising and marketing costs.
−Removed: Segment depreciation and amortization decreased $1,473 from the prior year period primarily due to fully depreciated assets.
+Added: Segment depreciation and amortization increased $283 from the comparable prior year period primarily due to depreciation and amortization on new assets placed in service.
Consumer and Professional Products
10 unchanged sentences
2025 Compared to 2024
−Removed: CPP revenue in 2024 decreased $61,783, or 6%, compared to 2023, primarily resulting from decreased volume driven by reduced consumer demand in North America, partially offset by increased volume in Australia, inclusive of the Pope acquisition (1%).
−Removed: CPP adjusted EBITDA in 2024 increased 44% to $72,632 compared to $50,343 in 2023, primarily due to improved North American production costs and improved margins in Australia, partially offset by the unfavorable impact of the reduced volume noted above.
−Removed: Segment depreciation and amortization decreased $5,014 compared to the prior year period, primarily due to fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with restructuring activities.
−Removed: 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 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.
+Added: CPP revenue in 2025 decreased $99,151, or 10%, compared to 2024, primarily driven by decreased volume of 12% due to reduced consumer demand in North America and the United Kingdom (U.K.) and disrupted U.S.
+Added: historical customer ordering patterns due to increased tariffs, partially offset by increased organic volume in Australia.
+Added: CPP revenue also benefitted 2% from Australia's July 1, 2024 Pope acquisition.
+Added: CPP adjusted EBITDA in 2025 of $85,545 increased 18% compared to $72,632 in 2024, primarily due to the benefits from the U.S.
+Added: global sourcing expansion initiative, increased volume in Australia and reduced administrative expenses, partially offset by the decreased revenue noted above.
+Added: Foreign currency had a 2% unfavorable impact.
+Added: Segment depreciation and amortization remained consistent with the prior year period.
+Added: On July 1, 2024, Griffon announced that its subsidiary, The AMES Companies, Inc.
+Added: ("AMES"), expanded the scope of its Australian operations by acquiring substantially all 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.
This is CPP's seventh acquisition in Australia since 2013, and further expands AMES's product portfolio in the Australian market.
−Removed: Pope is expected to contribute approximately $25,000 in revenue in the first twelve months after this acquisition.
+Added: Pope generated over $25,000 in revenue in its first full year of operations.
2024 Compared to 2023
−Removed: CPP revenue in 2023 decreased $244,928, or 18%, compared to 2022, primarily resulting from a 25% decrease in volume across all channels and geographies driven by reduced customer demand, elevated customer inventory levels, customer supplier diversification in the U.S., and an unfavorable foreign exchange impact of 2%.
−Removed: The volume decline was partially offset by $75,766 of Hunter revenue, or 6%, for the portion of the comparable year-to-date period in which Hunter was not owned by Griffon in the prior year, as well as price and mix of 3%.
−Removed: Hunter contributed $282,723 during 2023 compared to $246,474 in 2022.
−Removed: CPP Adjusted EBITDA in 2023 decreased 49% to $50,343 compared to $99,308 in 2022, primarily due to the unfavorable impact of the reduced volume noted above and its related impact on manufacturing and overhead absorption, partially offset by reduced material costs, discretionary spending and $7,679 of Hunter EBITDA for the portion of the comparable year-to-date period in which Hunter was not owned by Griffon in the prior year.
−Removed: EBITDA reflected an unfavorable foreign exchange impact of 2%.
−Removed: Hunter contributed $56,949 during 2023 compared to $43,579 in 2022.
−Removed: Segment depreciation and amortization increased $2,249 compared to the prior year period, primarily due to depreciation and amortization on assets placed in service, including a full period of Hunter assets, partially offset by fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with CPP's restructuring activities.
−Removed: CPP Global Sourcing Strategy Expansion and Restructuring Charges
−Removed: 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.
−Removed: This initiative was successfully completed as of September 30, 2024, ahead of the previously announced date of December 31, 2024.
−Removed: 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.
−Removed: The adoption of an asset-light business model for these U.S.
−Removed: products has positioned CPP to better serve customers with a more flexible and cost-effective sourcing model that leverages supplier relationships around the world, and improved its competitive positioning.
−Removed: These actions will be essential for CPP to achieve its target of 15% EBITDA margin while enhancing free cash flow through improved working capital and significantly reduced capital expenditures.
−Removed: Implementation of this strategy over the duration of the project resulted in charges of $133,777, which included $51,082 of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and $82,695 of non-cash charges primarily related to asset write-downs.
−Removed: Cash charges included $22,628 for one-time termination benefits and other personnel-related costs and $28,454 for facility exit and other related costs.
−Removed: Non-cash charges included a $22,018 impairment charge related to certain fixed assets at several manufacturing locations and $60,677 to adjust inventory to net realizable value.
−Removed: In addition, there were $2,678 of capital investments to effectuate the project.
−Removed: 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.
−Removed: Cash Charges Non-Cash Charges
−Removed: Personnel related costs Facilities, exit costs and other Facilities, inventory and other Total Capital Investments
−Removed: Total 2023 restructuring charges $ (16,772) (16,764) (58,932) (92,468) —
−Removed: Total 2024 restructuring charges (5,856) (11,690) (23,763) (41,309) (2,678)
−Removed: Total cumulative charges $ (22,628) $ (28,454) $ (82,695) $ (133,777) $ (2,678)
+Added: CPP revenue in 2024 decreased $61,783, or 6%, compared to 2023, primarily resulting from decreased volume driven by reduced consumer demand in North America, partially offset by increased volume in Australia, inclusive of incremental revenue from the Pope acquisition of 1%.
+Added: CPP adjusted EBITDA in 2024 increased 44% to $72,632 compared to $50,343 in 2023, primarily due to improved North American production costs and improved margins in Australia, partially offset by the unfavorable impact of the reduced volume noted above.
+Added: Segment depreciation and amortization decreased $5,014 compared to the prior year period, primarily due to fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with restructuring activities.
Unallocated Amounts
−Removed: For 2024, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs, totaled $60,031 compared to $55,887 in 2023, with the increase primarily related to increases in Employee Stock Ownership Plan (ESOP) expenses driven by the increase in Griffon's share price, partially offset by a decrease in other compensation related expenses.
−Removed: For 2023, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs, totaled $55,887 compared to $53,888 in 2022, with the increase primarily due to stock compensation expense.
+Added: For 2025, unallocated amounts, excluding depreciation, which consisted primarily of corporate overhead costs, totaled $57,828 compared to $60,031 in 2024, with the decrease primarily related to a decrease in equity compensation expense.
+Added: For 2024, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs, totaled $60,031 compared to $55,887 in 2023, with the increase primarily related to increases in ESOP expenses driven by the increase in Griffon's share price, partially offset by a decrease in other compensation related expenses.
+Added: Goodwill and intangible asset impairments
+Added: During the third quarter of fiscal 2025, indicators of 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.
+Added: Accordingly, a quantitative assessment was performed, which resulted in the recording of non-cash, pre-tax impairment charges for Hunter Fan's goodwill and indefinite-lived intangible assets of $136,612 and $107,000, respectively, which were recorded in the third quarter of fiscal 2025.
+Added: See Note 7 - Goodwill and Intangibles for additional information.
+Added: There were no other indicators of impairment identified for the year ended September 30, 2025 within the CPP and HBP reporting units.
+Added: For the year ended September 30, 2024, there were no indicators of impairment identified and thus no impairment charges recorded.
Depreciation and Amortization
−Removed: Depreciation and amortization of $60,704 in 2024 compared to $65,445 in 2023;
+Added: Depreciation and amortization was $63,014 in 2025 compared to $60,704 in 2024;
+Added: the increase primarily relates to depreciation for new assets placed in service.
+Added: Depreciation and amortization was $60,704 in 2024 compared to $65,445 in 2023;
the decrease primarily relates to fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with CPP's restructuring activities.
−Removed: Depreciation and amortization of $65,445 in 2023 compared to $64,658 in 2022;
−Removed: the increase was primarily due to depreciation for new assets placed in service and a full year of depreciation and amortization related to the Hunter Fan acquisition.
Comprehensive Income (Loss)
+Added: During 2025, total other comprehensive income (loss), net of taxes, of ($13,896) included a loss of $6,569 from foreign currency translation adjustments primarily due to the weakening of the Canadian Dollar and Australian Dollar, partially offset by the strengthening of the Euro and British Pound, all in comparison to the U.S.
+Added: a $8,361 loss from pension and other post-retirement benefits, primarily related to the impact of retirement plan events, offset by return on plan assets and amortization;
+Added: and a $1,034 gain on cash flow hedges.
During 2024, total other comprehensive income (loss), net of taxes, of $11,986 included a gain of $10,137 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian Dollar, all in comparison to the U.S.
1 unchanged sentence
and a $311 gain on cash flow hedges.
−Removed: During 2023, total other comprehensive income (loss), net of taxes, of $12,728 included a gain of $8,447 from foreign currency translation adjustments primarily due to the strengthening of the Euro and British Pound, all in comparison to the U.S.
−Removed: a $6,634 gain from pension and other post-retirement benefits, primarily associated with an increase in the assumed discount rate compared to 2022;
−Removed: and a $2,353 loss on cash flow hedges.
DISCONTINUED OPERATIONS
−Removed: Defense Electronics
−Removed: On September 27, 2021, Griffon announced it was exploring strategic alternatives for its Defense Electronics segment, which consisted of Telephonics Corporation ("Telephonics"), and on June 27, 2022, Griffon completed the sale of Telephonics for $330,000, excluding customary post-closing adjustments, primarily related to working capital.
−Removed: As a result, Griffon classified the results of operations of the Telephonics business as a discontinued operation in the Consolidated Statements of Operations in fiscal 2022.
−Removed: 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.
−Removed: At September 30, 2024 and 2023, Griffon's discontinued assets and liabilities included the Company's obligation of $7,768 and $11,798, respectively, primarily related to insurance claims, income taxes, product liability, warranty claims and environmental reserves.
+Added: At September 30, 2025 and 2024, Griffon's discontinued liabilities included the Company's obligation of $8,726 and $7,768, respectively, primarily related to insurance claims, income taxes, product liability, warranty claims and environmental reserves.
Griffon's assets for discontinued operations primarily relate to insurance claims.
−Removed: See Note 8, Discontinued Operations.
+Added: See Note 8 - Discontinued Operations for additional information.
LIQUIDITY AND CAPITAL RESOURCES
12 unchanged sentences
Griffon's primary sources of liquidity are cash flows generated from operations, cash on hand and our secured $500,000 revolving credit facility ("Revolver"), which matures in August 2028.
−Removed: During the fiscal year ended September 30, 2024, the Company generated $380,042 of net cash from continuing operating activities and, as of September 30, 2024, the Company had $379,310 available, subject to certain loan covenants, for borrowing under the Revolver.
+Added: During the fiscal year ended September 30, 2025, the Company generated $357,440 of net cash from operating activities and, as of September 30, 2025, the Company had $485,672 available, subject to certain loan covenants, for borrowing under the Revolver.
The Company had cash and cash equivalents of $99,045 at September 30, 2025.
The table below provides a summary of the Consolidated Statements of Cash Flows for the periods indicated.
−Removed: Cash Flows from Continuing Operations Years Ended September 30,
+Added: Years Ended September 30,
(in thousands) 2025 2024
3 unchanged sentences
Financing activities (338,747) (298,748)
−Removed: Cash provided by operating activities from continuing operations for 2024 was $380,042 compared to $431,765 in 2023, a decrease of $51,723.
−Removed: In both 2024 and 2023, cash provided by operating activities reflected increased cash generated from operations at HBP, and a net decrease in net working capital, primarily driven by decreases in inventory.
−Removed: Cash flows from investing activities from continuing operations is primarily comprised of capital expenditures and business acquisitions as well as proceeds from the sale of businesses, investments and property, plant and equipment.
−Removed: During 2024, Griffon used $64,999 in investing activities from continuing operations compared to $45,211 in 2023.
−Removed: During 2024, cash flows used in investing activities from continuing operations primarily consisted of capital expenditures of $68,399 and payments to acquire businesses, net of cash acquired of $14,579, partially offset by $14,479 of proceeds primarily from the sale of buildings and equipment associated with CPP's restructuring activities and $3,500 escrow proceeds released from the sale of Telephonics.
−Removed: During 2023, cash flows used in investing activities from continuing operations primarily consisted of a working capital adjustment payment of $2,568 related to the sale of Telephonics and capital expenditures of $63,604 that included the purchase of two buildings for approximately $29,207, partially offset by proceeds totaling $20,961 from the sale of two buildings.
−Removed: Cash used in financing activities from continuing operations was $298,748 in 2024 compared to $400,162 in 2023.
−Removed: During 2024, cash flows used in financing activities from continuing operations primarily consisted of the purchase of shares in connection with the board authorized share repurchase program and to satisfy withholding taxes on vesting of restricted stock totaling $309,916 and the payment of dividends of $35,806, partially offset by net proceeds from long-term debt of $48,222, primarily related to the Revolver.
−Removed: During 2023, cash flows used in financing activities from continuing operations primarily consisted of net repayments of long-term debt of $99,223, primarily related to the Revolver, the payoff of AMES UK loans and a prepayment of $25,000 aggregate principal amount of the Term Loan B;
−Removed: the purchase of treasury shares in connection with the board authorized share repurchase program and to satisfy withholding taxes on vesting of restricted stock totaling $163,970;
−Removed: and the payment of dividends of $133,814.
+Added: Cash provided by operating activities for 2025 was $357,440 compared to $380,042 in 2024, a decrease of $22,602.
+Added: In both 2025 and 2024, cash provided by operating activities reflected increased cash generated from operations and a decrease in net working capital.
+Added: In 2025, the decrease in net working capital was primarily driven by decreases in accounts receivable, partially offset by an increase in inventory, whereas in 2024, the decrease in working capital was primarily driven by decreases in inventory.
+Added: Cash flows from investing activities is primarily comprised of capital expenditures and business acquisitions as well as proceeds from the sale of businesses, investments and property, plant and equipment.
+Added: During 2025, Griffon used $34,429 in investing activities compared to $64,999 in 2024.
+Added: During 2025, cash flows used in investing activities primarily consisted of capital expenditures of $52,435, partially offset by $18,006 of proceeds primarily from the sale of real estate.
+Added: During 2024, cash flows used in investing activities primarily consisted of capital expenditures of $68,399 and payments to acquire businesses, net of cash acquired of $14,579, partially offset by $14,479 of proceeds primarily from the sale of real estate associated with CPP's restructuring activities and $3,500 escrow proceeds released from the fiscal 2022 sale of a business.
+Added: Cash used in financing activities was $338,747 in 2025 compared to $298,748 in 2024.
+Added: During 2025, cash flows used in financing activities primarily consisted of the purchase of shares in connection with the board authorized share repurchase program, including excise taxes, and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $183,271, net repayments of long-term debt of $115,654, primarily related to the Revolver, and the payment of dividends of $39,692.
+Added: During 2024, cash flows used in financing activities primarily consisted of the purchase of shares in connection with the board authorized share repurchase program, including excise taxes, and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $309,916, and the payment of dividends of $35,806, partially offset by net proceeds from long-term debt of $48,222, primarily related to the Revolver.
During 2025, the Board of Directors approved four quarterly cash dividends each for $0.18 per share, totaling $0.72 per share for the year.
2 unchanged sentences
On November 18, 2025, the Board of Directors declared a cash dividend of $0.22 per share, payable on December 16, 2025 to shareholders of record as of the close of business on November 28, 2025.
−Removed: During 2024, 595,464 shares, with a market value of $34,330, or $57.65 per share, were withheld to settle employee taxes due upon the vesting of restricted stock and were added to treasury stock.
−Removed: During 2024, Griffon purchased 4,771,959 shares of common stock under these repurchase programs, for a total of $274,490, or $57.52 per share, excluding excise taxes.
−Removed: As of September 30, 2024, $32,693 remained under these Board authorized repurchase programs.
+Added: During 2025, 583,978 shares, with a market value of $45,284, excluding excise taxes, or an average of $77.54 per share, were withheld to settle employee taxes due upon the vesting of restricted stock and were added to treasury stock.
+Added: On November 13, 2024, Griffon announced that the Board of Directors approved an 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.
−Removed: During the year ended September 30, 2024, we accrued $2,772 in connection with the share repurchases described above, which was partially offset by the reversal of $462 of excise taxes to adjust for a benefit related to employee vesting and a $510 net benefit on ESOP contributions.
−Removed: As of September 30, 2024, $3,101 was accrued for excise taxes related to employee share repurchases.
−Removed: Subsequent to September 30, 2024 and through November 12, 2024, Griffon purchased 481,379 shares of its common stock for a total of $32,693, or $67.91 per share under Board authorized share repurchase programs.
−Removed: On November 13, 2024, Griffon announced that the Board of Directors approved a new $400,000 share repurchase authorization.
−Removed: During 2024, cash used in discontinued operations from operating activities of $2,776 primarily related to the settling of certain liabilities, primarily stay bonuses, associated with the disposition of Telephonics, and environmental and other costs related to
−Removed: other discontinued businesses.
−Removed: During 2023, cash used in discontinued operations from operating activities of $2,994 primarily related to the settling of certain liabilities, primarily stay bonuses, associated with the disposition of Telephonics, and environmental and other costs related to other discontinued businesses.
+Added: During 2025, Griffon purchased 1,897,182 shares of common stock under these repurchase programs, for a total of $134,680, or an average of $70.99 per share, excluding excise taxes.
+Added: As of September 30, 2025, $298,013 remained under these Board authorized repurchase programs.
+Added: During 2025, cash used in discontinued operations from operating activities of $1,422 primarily related to the settling of certain liabilities and environmental costs.
+Added: During 2025, cash provided by discontinued operations for investing activities of $137 related to proceeds from an insurance recovery.
+Added: During 2024, cash used in discontinued operations from operating activities of $2,776 primarily related to the settling of certain liabilities, primarily stay bonuses, associated with the disposition of a business in 2022, and environmental and other costs related to other discontinued businesses.
At September 30, 2025 and 2024, Griffon had debt, net of cash and equivalents, as follows:
11 unchanged sentences
During 2022, Griffon purchased $25,225 of Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161.
−Removed: In connection with these purchases, Griffon recognized a $1,767 net gain on the early extinguishment of debt comprised of $2,064 of face value in excess of purchase price, offset by $297 related to the write-off of underwriting fees and other expenses.
As of September 30, 2025, outstanding Senior Notes due totaled $974,775;
6 unchanged sentences
The Term Loan B facility was issued at 99.75% of par value.
−Removed: 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.
+Added: Since that time, Griffon has prepaid $325,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance.
In connection with the prepayment of the Term Loan B, Griffon recognized charges of $437 and $6,296 on the prepayment of debt in 2023 and 2022, respectively.
3 unchanged sentences
The amendment reduced the margin above SOFR by 0.25%, eliminated the credit spread adjustment and reduced the SOFR floor from 0.50% to 0%.
−Removed: Furthermore, the amendment stipulates that if Griffon prepays all or a portion of the Term Loan B within six months of the amendment date, Griffon will be required to pay a premium equal to 1% of the amount prepaid.
−Removed: In connection with the amendment, Griffon recognized a $1,700 loss on debt extinguishment in the Company's Consolidated Statement of Operations, 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.
−Removed: At September 30, 2024, unamortized costs of $5,420 related to the existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan.
+Added: In connection with the amendment, Griffon recognized a $1,700 loss on debt extinguishment during the year ended September 30, 2024 in the Company's Consolidated Statements of Operations, 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.
+Added: At September 30, 2025, $4,169 of costs incurred remained to be amortized over the term of the loan.
The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00% (6.13% as of September 30, 2025).
−Removed: 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;
−Removed: and a final balloon payment due at maturity.
−Removed: Term Loan B borrowings may generally be repaid without penalty, subject to a prepayment premium of 1% in
−Removed: connection with the above repricing transaction with respect to any prepayments within the six months following the closing date of June 26, 2024.
+Added: 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.
+Added: Term Loan B borrowings may generally be repaid without penalty.
Once repaid, Term Loan B borrowings may not be reborrowed.
7 unchanged sentences
Borrowings under the Revolver may be repaid and re-borrowed at any time.
−Removed: Interest is payable on borrowings at either a Secured Overnight Financing Rate ("SOFR"), Sterling Overnight Index Average ("SONIA") or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.
+Added: Interest is payable on borrowings at either a SOFR, 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% (5.98% at September 30, 2025);
1 unchanged sentence
and base rate loans accrue interest at prime rate plus a margin of 0.75% (8.00% at September 30, 2025).
−Removed: At September 30, 2024, under the Credit Agreement, there were $107,500 in outstanding borrowings on the Revolver;
+Added: At September 30, 2025, under the Credit Agreement, there were no outstanding borrowings on the Revolver;
outstanding standby letters of credit were $14,328;
6 unchanged sentences
As a result of exercising the purchase option, the Company no longer has any future lease obligations related to this real estate.
−Removed: During 2022, the financing lease on the Troy, Ohio location expired.
−Removed: The Troy lease bore interest at a rate of approximately 5.0%, was secured by a mortgage on the real estate, which was guaranteed by Griffon, and had a one dollar buyout at the end of the lease.
−Removed: Griffon exercised the one dollar buyout option in November 2021.
−Removed: Refer to Note 22- Leases for further details.
+Added: Refer to Note 22 - Leases for additional information.
In November 2012, Garant G.P.
−Removed: ("Garant"), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility.
−Removed: Effective in December 2023, the facility was amended to replace the Canadian Dollar Offer Rate ("CDOR") with the Canadian Overnight Repo Rate Average ("CORRA").
−Removed: The facility accrues interest at CORRA plus 1.3% per annum (5.46% as of September 30, 2024).
−Removed: The revolving facility matures in December 2024, but is renewable upon mutual agreement with the lender.
−Removed: Garant is required to maintain a certain minimum equity.
+Added: (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility, which expired in December 2024.
+Added: 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.
+Added: The new facility accrues interest at Canadian Overnight Repo Rate Average ("CORRA") plus a credit adjustment spread and a margin of 1.20% (4.06% as of September 30, 2025).
At September 30, 2025, there were no outstanding borrowings under the revolving credit facility with CAD 20,000 ($14,376 as of September 30, 2025) available.
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.
−Removed: The receivable purchase facility was renewed in 2024 and now matures in March 2024, but is renewable upon mutual agreement with the lender.
+Added: The receivable purchase facility was renewed in 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% per annum (4.79% at September 30, 2025).
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Prior to maturity, on June 30, 2023, AMES UK paid off and cancelled the GBP 14,000 term loan and GBP 4,000 mortgage loan.
−Removed: The payoff amounts were GBP
−Removed: 7,525 ($9,543) and GBP 2,451 ($3,108), respectively.
+Added: The payoff amounts were GBP 7,525 ($9,543) and GBP 2,451 ($3,108), respectively.
Upon maturity in July 2023, the GBP 5,000 revolver had no balance and was not renewed.
−Removed: In February 2024, Griffon repaid in full a loan with the Pennsylvania Industrial Development Authority.
The balance in other long-term debt consists primarily of finance leases.
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Capital Resource Requirements
−Removed: Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028 and related annual interest payments of approximately $56,050, a Term Loan B facility maturing in 2029 with an outstanding balance of $457,000 on September 30, 2024, and the Revolver, which matures in 2028 and has an outstanding balance of $107,500.
+Added: Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028 and related annual interest payments of approximately $56,058, a Term Loan B facility maturing in 2029 with an outstanding balance of $449,000 on September 30, 2025, and the Revolver, which matures in 2028 and has no outstanding balance as of September 30, 2025.
The Term Loan B accrues interest at the Term SOFR rate plus a spread of 2.00% (6.13% as of September 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 balloon payment due at maturity.
−Removed: For the Revolver, interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.
+Added: Any outstanding borrowings on the Revolver will accrue interest at either a SOFR, 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% (5.98% at September 30, 2025);
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Operating lease obligations over the next twelve months is approximately $41,883.
−Removed: Refer to Note 22 - Leases.
+Added: Refer to Note 22 - Leases for additional information.
A small number of customers account for, and are expected to continue to account for, a substantial portion of Griffon’s consolidated revenue.
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The summarized information excludes financial information of the Non-Guarantors, including earnings from and investments in these entities.
−Removed: The financial information may not necessarily be indicative of the results of operations or financial position of the guarantor companies or non-guarantor
−Removed: companies had they operated as independent entities.
+Added: The financial information may not necessarily be indicative of the results of operations or financial position of the guarantor companies or non-guarantor companies had they operated as independent entities.
The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly-owned subsidiaries accounted for under the equity method.
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Total liabilities $ 1,471,148 $ 423,396 $ 1,608,258 $ 450,888
−Removed: CRITICAL ACCOUNTING POLICIES AND ESTIMATES
+Added: CRITICAL ACCOUNTING ESTIMATES
The preparation of Griffon’s consolidated financial statements in conformity with accounting principles generally accepted in the U.S.
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If we elect to perform a qualitative assessment, we consider operating results as well as circumstances impacting the operations or cash flows of the reporting unit or indefinite-lived intangible assets, including macroeconomic conditions, industry and market conditions and reporting unit events and circumstances.
−Removed: For the quantitative test, the assessment is based on both an income-based and market-based valuation approach.
−Removed: If it is determined that an impairment exists, we recognize an impairment loss for the amount by which the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its estimated fair value.
−Removed: Under the income-based approach, we determine the fair value of a reporting unit by using discounted cash flows that require significant judgement and assumptions, such as our best estimate of future revenue, operating costs, cash flows, expected long-term cash flow growth rates (terminal value growth rates), and risk adjusted discount rates.
+Added: For the quantitative test of goodwill, the assessment is based on both an income-based and market-based valuation approach.
+Added: Under the income-based approach, we determine the fair value of a reporting unit by using discounted cash flows that require significant judgment and assumptions, such as our best estimate of future revenue, operating costs, cash flows, expected long-term cash flow growth rates (terminal value growth rates), and risk adjusted discount rates.
Under the market-based approach, we determine the fair value of a reporting unit by applying those multiples exhibited by comparable publicly traded companies and those multiples paid in acquisitions of peer company transactions to the financial results of the reporting units.
We then compare the fair value estimates resulting from the income and market-based valuations to the sum of Griffon’s market capitalization and net debt position to assess the reasonableness of the implied control premium.
−Removed: We determine the fair value of indefinite-lived intangible assets by using the 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.
−Removed: In connection with the preparation of our financial statements for the fiscal years ended September 30, 2024, 2023 and 2022, Griffon performed its annual impairment testing of its goodwill and indefinite-lived intangibles.
−Removed: Griffon performed a quantitative assessment of the CPP reporting units and indefinite lived intangible assets.
−Removed: The assessments in both fiscal 2024 and 2023 did not result in an impairment to goodwill, however, for fiscal 2022, the impairment test resulted in a pre-tax, non-cash goodwill impairment charge of $342,027 to the CPP reporting units.
−Removed: For the HBP reporting unit, we performed a qualitative assessment and determined that indicators that fair value was less than the carrying amount were not present in fiscal years 2024, 2023 and 2022.
−Removed: Also, in 2024, the impairment test did not result in impairment charges to CPP's gross carrying amount of intangible assets;
−Removed: however, in 2023 and 2022, the impairment tests did result in pre-tax non-cash impairment charges totaling $109,200 and $175,000, respectively, to CPP's gross carrying amount of trademarks.
+Added: For the quantitative test of indefinite-lived intangible assets, we determine the fair value of indefinite-lived intangible assets by using the 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.
+Added: If it is determined that an impairment exists, we recognize an impairment loss for the amount by which the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its estimated fair value.
+Added: Fair value estimates are based on assumptions believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty.
+Added: Actual results may differ materially from those estimates.
+Added: Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a decline in Griffon’s stock price, a change in market conditions, market trends, interest rates or other factors outside of Griffon’s control, or significant underperformance relative to historical or projected future operating results, could result in a significantly different estimate of the fair value of Griffon’s reporting units and indefinite-lived intangible assets, which could result in an impairment charge in the future.
+Added: During the third quarter of fiscal 2025, indicators of goodwill and indefinite-lived intangible asset 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.
+Added: As such, we performed a quantitative assessment of the Hunter Fan reporting unit goodwill using both an income based and market-based valuation approach.
+Added: We also performed a quantitative assessment of the Hunter Fan indefinite-lived intangible assets using the relief from royalty method.
+Added: The goodwill impairment test resulted in a pre-tax, non-cash impairment charge of $136,612, representing the remaining goodwill of the Hunter Fan reporting unit.
+Added: Additionally, the indefinite-lived intangible asset test resulted in a pre-tax, non-cash impairment charge of $107,000 to the carrying amount of Hunter Fan's trademark.
+Added: In preparation of our financial statements during the year ended September 30, 2025, we performed qualitative assessments of goodwill and indefinite-lived intangibles for our CPP and HBP reporting units, and concluded that it was not more likely than not that the fair values of these reporting units or indefinite-lived intangible assets were less than their carrying amounts.
+Added: For the year ended September 30, 2024, Griffon performed its annual impairment testing, and performed quantitative assessments of the CPP reporting unit's goodwill and indefinite-lived intangible assets, which did not result in an impairment.
+Added: For the year ended September 30, 2023, Griffon performed quantitative assessments of the CPP reporting unit's goodwill and indefinite-lived intangible assets at interim and at the annual testing date, which did not result in an impairment of goodwill, however, the tests resulted in pre-tax, non-cash impairment charges of $109,200 to the gross carrying amount of trademarks.
Griffon performed qualitative assessments for the HBP indefinite-lived intangibles and determined that indicators that fair value was less than the carrying amount were not present in fiscal 2025, 2024 and 2023.
−Removed: A 100-basis point increase in the discount rate would have resulted in an additional impairment charge to our indefinite-lived intangible assets of $16,200 and no additional impairment to goodwill for the year ended September 30, 2024.
Long-lived assets, such as customer relationships and software, and tangible assets, primarily property, plant and equipment, are amortized over their expected useful lives, which involve significant assumptions and estimates.
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If the sum of the expected future undiscounted cash flows are less than the carrying amount of the asset group, a loss would be recognized for the difference between the fair value and the carrying amount.
−Removed: As of September 30, 2024 and 2023, we tested long-lived intangible and tangible assets for impairment by comparing estimated future undiscounted cash flows of each CPP asset group to the carrying amount of the asset group and determined that an impairment did not exist.
+Added: No indicator of impairment existed for the CPP asset groups as of September 30, 2025.
+Added: As of September 30, 2024, we tested long-lived intangible and tangible assets for impairment by comparing estimated future undiscounted cash flows of each CPP asset group to the carrying amount of the asset group and determined that an impairment did not exist.
No event or indicator of impairment existed for the HBP assets groups as of September 30, 2025 and 2024.
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The likelihood that the deferred tax asset balance will be recovered from future taxable income is assessed at least quarterly, and the valuation allowance, if any, is adjusted accordingly.
−Removed: Tax benefits are recognized for an uncertain tax position when, in management’s judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority.
−Removed: For a tax position that meets the more-likely-than-not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority.
−Removed: The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation.
−Removed: Such adjustments are recognized in the period in which they are identified.
−Removed: The effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management.
−Removed: A number of years may elapse before a particular matter for which Griffon has recorded a liability related to an unrecognized tax benefit is audited and finally resolved.
−Removed: The number of years with open tax audits varies by jurisdiction.
−Removed: While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, Griffon believes its liability for unrecognized tax benefits is adequate.
−Removed: Favorable resolution of an unrecognized tax benefit could be recognized as a reduction in Griffon’s tax provision and effective tax rate in the period of resolution.
−Removed: Unfavorable settlement of an unrecognized tax benefit may require the use of cash in the period of resolution.
−Removed: The liability for unrecognized tax benefits is generally presented as non-current.
−Removed: However, if it is anticipated that a cash settlement will occur within one year, that portion of the liability is presented as current.
−Removed: Interest and penalties recognized on the liability for unrecognized tax benefits is recorded as income tax expense.
Pension Benefits
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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.