What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-11-19 compared with 2024-11-13 · 466 added, 485 removed, 1293 unchanged (42% of the section changed)

7 unchanged sentences

▪ Notes to Consolidated Financial Statements.

▪ Schedule II – Valuation and Qualifying Account.

▪ Schedule II – Valuation and Qualifying Accounts.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

Opinions on the financial statements and internal control over financial reporting

We have audited the accompanying consolidated balance sheets of Griffon Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of September 30, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2024, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “financial statements”).

We have audited the accompanying consolidated balance sheets of Griffon Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of September 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2025, and the related notes and financial statement schedule included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024 in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

Basis for opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

19 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

CPP Goodwill and Indefinite-Lived Intangible Assets Impairment Testing

As described further in notes 1 and 7 to the consolidated financial statements, the Company tests goodwill and indefinite-lived intangible assets for impairment at least annually in the fourth quarter, and more frequently whenever events or circumstances change that would more likely than not reduce the fair value below the carrying amount.

The Company performed its annual impairment testing of goodwill and indefinite-lived intangible assets as of September 30, 2024.

A quantitative assessment of the goodwill and indefinite-lived intangible assets was performed for the Consumer and Professional Products ("CPP") reporting units.

The CPP reporting units' goodwill was tested for impairment by comparing the estimated fair value of the reporting units to their respective carrying values.

The estimated fair value of the CPP reporting units was determined using a combination of the income-based and market-based valuation methodologies, which include the present value of expected future cash flows and the use of market assumptions specific to the reporting units.

The Company used prospective financial information to which discount rates were applied to calculate the estimated fair value.

Similarly to goodwill, CPP's indefinite-lived intangible assets were tested for impairment by comparing the estimated fair value of the indefinite-lived intangible assets to their carrying value using a relief from royalty valuation method, which estimates the value of a trademark by discounting to present value the hypothetical royalty payments that are saved by owning the asset rather than licensing it.

We identified the Company's annual impairment testing of the CPP reporting units’ goodwill and certain indefinite-lived intangible assets as a critical audit matter.

The principal considerations for our determination that the CPP annual impairment testing is a critical audit matter are as follows:

The determination of the fair value of reporting units and indefinite-lived intangible assets require management to make significant estimates and assumptions related to forecasts of future cash flows, such as revenue growth rates, discount rates, weighted average cost of capital, and specifically for indefinite-lived intangibles, royalty rates.

Hunter Fan Indefinite-Lived Intangible Asset Impairment Assessment

As described further in notes 1 and 7 to the consolidated financial statements, the Company tests indefinite-lived intangible assets for impairment at least annually in the fourth quarter, and more frequently whenever events or circumstances change that would more likely than not reduce the fair value below the carrying amount.

Due to a decrease in year-to-date and forecasted sales and operating results at Hunter Fan, primarily attributable to ongoing weak consumer demand coupled with the impact of tariffs on customer order patterns, the Company determined that indicators of impairment were present at June 30, 2025 and therefore completed an interim impairment test for the Hunter Fan trademark.

Hunter Fan ’ s trademark was tested for impairment by comparing the estimated fair value of the asset to its carrying value.

The estimated fair value was determined using a relief from royalty valuation 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.

As a result of the interim impairment test, the Company recorded an impairment charge of $107.0 million on Hunter Fan ’ s trademark as of June 30, 2025.

We identified the Company ’ s interim impairment testing of the Hunter Fan trademark as a critical audit matter.

The principal considerations for our determination that the Hunter Fan trademark interim impairment testing is a critical audit matter are as follows:

The determination of the fair value of indefinite-lived intangible assets requires management to make significant estimates and assumptions related to forecasts of future cash flows, such as revenue growth rates, the discount rate, inclusive of weighted average cost of capital, and the royalty rate.

This requires management to evaluate historical results and expectations of future operating performance based on relevant information available to them regarding expectations of industry performance, as well as expectations for entity-specific performance.

In addition, determining the discount rates requires management to evaluate the appropriate risk premium based on their judgment of industry and entity-specific risks.

Similarly, determining the royalty rates requires management to evaluate hypothetical royalty payments that are saved by owning the asset rather than licensing it.

As disclosed by management, changes in these assumptions could have a significant impact on the fair value of the reporting units and indefinite-lived intangible assets.

In addition, determining the discount rate requires management to evaluate the appropriate risk premium based on their judgment of industry and entity-specific risks.

Similarly, determining the royalty rate requires management to evaluate hypothetical royalty payments that are saved by owning the asset rather than licensing it.

As disclosed by management, changes in these assumptions could result in a significantly different estimate of the fair value of the indefinite-lived intangible asset.

In turn, auditing these judgments and assumptions requires a high degree of auditor judgment.

Our audit procedures related to the CPP quantitative impairment testing included the following:

We tested the design and operating effectiveness of controls relating to the impairment testing, including the Company’s ability to develop the estimates utilized in calculating the fair value of the CPP reporting units and certain indefinite-lived intangible assets.

Such estimates included revenue growth rates, discount rates, weighted average cost of capital and specifically for indefinite-lived intangible assets, royalty rates.

With the assistance of valuation specialists, we evaluated the appropriateness of the valuation methodologies utilized and assessed the appropriateness of inputs utilized.

We also evaluated the qualifications of those responsible for preparing the calculations of fair values.

We tested key inputs, significant judgments and estimates utilized in performing the annual impairment test, as follows:

a) tested revenue growth rates by comparing to historical trends and industry expectations, performed a sensitivity analysis over revenue growth rates and assessed management’s historical ability to accurately forecast;

b) tested discount rates by comparing to historical rates and industry expectations, compared rates to market comparable companies, independently calculated discount rates for comparison to those used by management, performed a sensitivity analysis over discount rates, and tested weighted average cost of capital by analyzing the implied discount rate and independently calculated a weighted-average discount rate compared to the rate utilized by management;

and c) for indefinite-lived intangible assets, tested royalty rates by comparing to comparable licensing agreements, and performed a sensitivity analysis over royalty rates.

Our audit procedures related to the Hunter Fan trademark quantitative impairment testing included the following:

We tested the design and operating effectiveness of controls relating to the impairment testing, including the Company’s ability to develop the assumptions utilized in determining the fair value of the indefinite-lived intangible asset.

Such assumptions included revenue growth rates, the discount rate, inclusive of weighted average cost of capital, and the royalty rate.

With the assistance of valuation specialists, we evaluated the appropriateness of the valuation method utilized and assessed the appropriateness of assumptions utilized.

We also evaluated the qualifications of the valuation specialists engaged by management responsible for preparing the estimated fair value of the Hunter Fan trademark.

We evaluated the method used and tested significant inputs and significant assumptions utilized in performing the interim impairment test, as follows:

a) tested forecasted revenue attributable to the trademark by comparing to historical trends and industry expectations, performed a sensitivity analysis over revenue growth rates and assessed management’s historical ability to accurately forecast;

b) tested the discount rate by comparing to historical rates and industry expectations, compared the rate to market comparable companies, independently calculated the discount rate for comparison to those used by management and performed a sensitivity analysis over the discount rate;

and c) tested the assumed royalty rate by comparing to comparable licensing agreements, and performed a sensitivity analysis over the royalty rate.

/s/ GRANT THORNTON LLP

41 unchanged sentences

Retained earnings 479,048 461,442

Treasury shares, at cost, 36,443 common shares and 31,684 common shares, respectively

Treasury shares, at cost, 38,400 common shares and 36,443 common shares as of September 30, 2025 and 2024, respectively

( 1,044,496 ) ( 876,527 )

16 unchanged sentences

Total operating expenses 851,728 621,638 751,934

Income (loss) from continuing operations 398,297 196,887 ( 189,067 )

Income from operations

206,277 398,297 196,887

Other income (expense)

1 unchanged sentence

Interest income 2,155 2,434 2,094

Gain (loss) on sale of buildings ( 61 ) 12,655 —

Gain (loss) on sale of real estate

8,279 ( 61 ) 12,655

Debt extinguishment, net

— ( 1,700 ) ( 437 )

Other, net 6,672 1,766 2,928

Total other income (expense) ( 78,906 ) ( 101,647 ) ( 84,205 )

Income (loss) before taxes from continuing operations 296,650 112,682 ( 270,879 )

Provision for income taxes 86,753 35,065 16,836

Income (loss) from continuing operations 209,897 77,617 ( 287,715 )

Discontinued operations:

Income before tax from discontinued operations — — 116,345

Income before taxes

127,371 296,650 112,682

Provision for income taxes 76,261 86,753 35,065

Income from discontinued operations — — 96,157

Net income (loss) $ 209,897 $ 77,617 $ ( 191,558 )

Basic earnings (loss) per common share:

Income (loss) from continuing operations $ 4.41 $ 1.49 $ ( 5.57 )

Income from discontinued operations — — 1.86

Basic earnings (loss) per common share $ 4.41 $ 1.49 $ ( 3.71 )

Weighted-average shares outstanding 47,573 52,111 51,672

Diluted earnings (loss) per common share:

Income (loss) from continuing operations $ 4.23 $ 1.42 $ ( 5.57 )

Income from discontinued operations — — 1.86

Diluted earnings (loss) per common share $ 4.23 $ 1.42 $ ( 3.71 )

Weighted-average shares outstanding 49,668 54,612 51,672

Net income (loss) $ 209,897 $ 77,617 $ ( 191,558 )

$ 51,110 $ 209,897 $ 77,617

Basic earnings per common share

$ 1.13 $ 4.41 $ 1.49

Weighted-average shares outstanding - basic

45,354 47,573 52,111

Diluted earnings per common share

$ 1.09 $ 4.23 $ 1.42

Weighted-average shares outstanding - diluted

46,685 49,668 54,612

$ 51,110 $ 209,897 $ 77,617

Other comprehensive income (loss), net of taxes:

3 unchanged sentences

Total other comprehensive income (loss), net of taxes ( 13,896 ) 11,986 12,728

Comprehensive income (loss) $ 221,883 $ 90,345 $ ( 228,319 )

Comprehensive income

$ 37,214 $ 221,883 $ 90,345

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

4 unchanged sentences

2025 2024 2023

CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS:

Net income (loss) $ 209,897 $ 77,617 $ ( 191,558 )

Net income from discontinued operations — — ( 96,157 )

Income (loss) from continuing operations $ 209,897 $ 77,617 $ ( 287,715 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities of continuing operations:

CASH FLOWS FROM OPERATING ACTIVITIES:

$ 51,110 $ 209,897 $ 77,617

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 63,014 60,704 65,445

7 unchanged sentences

Deferred income tax provision (benefit) ( 28,485 ) 3,574 ( 37,795 )

Gain on sale of assets and investments ( 61 ) ( 12,960 ) ( 469 )

Gain on sale of real estate

( 8,279 ) ( 61 ) ( 12,655 )

Change in assets and liabilities, net of assets and liabilities acquired:

(Increase) decrease in accounts receivable 4,243 51,119 ( 20,662 )

Decrease in accounts receivable

18,850 4,243 51,119

(Increase) decrease in inventories

1 unchanged sentence

(Increase) decrease in prepaid and other assets ( 14,166 ) ( 925 ) 621

Decrease in accounts payable, accrued liabilities and income taxes payable ( 30,732 ) ( 67,843 ) ( 96,372 )

Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities

17,870 ( 30,732 ) ( 67,843 )

Other changes, net 1,996 2,130 11,163

Net cash provided by operating activities - continuing operations 380,042 431,765 59,240

CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS:

Net cash provided by operating activities

357,440 380,042 431,765

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property, plant and equipment ( 52,435 ) ( 68,399 ) ( 63,604 )

Acquired business, net of cash acquired — ( 14,579 ) —

Proceeds (payments) from investments — — 14,923

Proceeds (payments) from sale of business, net — 3,500 ( 2,568 )

Proceeds from sale of property, plant and equipment 18,006 14,479 20,961

Net cash used in investing activities - continuing operations ( 64,999 ) ( 45,211 ) ( 583,227 )

CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS:

Net cash used in investing activities

( 34,429 ) ( 64,999 ) ( 45,211 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid ( 39,692 ) ( 35,806 ) ( 133,814 )

4 unchanged sentences

Other, net ( 130 ) ( 341 ) ( 130 )

Net cash provided by (used in) financing activities - continuing operations ( 298,748 ) ( 400,162 ) 393,345

Net cash used in financing activities

( 338,747 ) ( 298,748 ) ( 400,162 )

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

CASH FLOWS FROM DISCONTINUED OPERATIONS:

Net cash provided by (used in) operating activities ( 2,776 ) ( 2,994 ) 10,198

Net cash used in investing activities — — ( 2,627 )

Net cash provided by (used in) discontinued operations ( 2,776 ) ( 2,994 ) 7,571

Net cash used in operating activities

( 1,422 ) ( 2,776 ) ( 2,994 )

Net cash provided by investing activities

Net cash used in discontinued operations

( 1,285 ) ( 2,776 ) ( 2,994 )

Effect of exchange rate changes on cash and equivalents 1,628 ( 1,970 ) ( 693 )

5 unchanged sentences

Cash paid for taxes $ 96,244 $ 102,978 $ 70,937

Capital expenditures in accounts payable

$ 1,029 $ 5,341 $ 3,945

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

8 unchanged sentences

COMPENSATION Total

(in thousands) SHARES PAR VALUE SHARES COST

SHARES PAR VALUE SHARES COST

Balance at 9/30/2022 84,746 $ 21,187 $ 627,982 $ 344,060 27,682 $ ( 420,116 ) $ ( 82,738 ) $ ( 12,805 ) $ 477,570

Net loss — — — ( 191,558 ) — — — — ( 191,558 )

Net income — — — 77,617 — — — — 77,617

Dividends — — — ( 140,161 ) — — — — ( 140,161 )

1 unchanged sentence

Amortization of deferred compensation — — — — — — — 10,362 10,362

Common stock acquired — — — — 4,143 ( 152,279 ) — — ( 152,279 )

Equity awards granted, net — — ( 7,699 ) — ( 507 ) 7,699 — — —

7 unchanged sentences

Amortization of deferred compensation — — — — — — — 2,225 2,225

Common stock acquired — — — — 4,143 ( 152,279 ) — — ( 152,279 )

Common stock acquired including excise taxes — — — — 4,772 ( 277,896 ) — — ( 277,896 )

Equity awards granted, net — — ( 12,875 ) — ( 608 ) 12,875 — — —

ESOP allocation of common stock — — 21,868 — — — — — 21,868

ESOP allocation of common stock including excise taxes — — 8,918 — — 510 — — 9,428

Stock-based compensation — — 18,305 — — — — — 18,305

3 unchanged sentences

Dividends — — — ( 33,504 ) — — — — ( 33,504 )

Shares withheld on employee taxes on vested equity awards — — — — 595 ( 34,330 ) — — ( 34,330 )

Shares withheld on employee taxes on vested equity awards including excise taxes

— — — — 584 ( 44,756 ) — — ( 44,756 )

Amortization of deferred compensation — — — — — — — 218 218

5 unchanged sentences

Balance at 9/30/2025

84,746 $ 21,187 $ 690,153 $ 479,048 38,400 $ ( 1,044,496 ) $ ( 71,920 ) $ — $ 73,972

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

11 unchanged sentences

and is listed on the New York Stock Exchange (NYSE:GFF).

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.

Refer to Note 10 - Restructuring Charges for further details.

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.

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.

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 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 .

Hunter, part of our CPP segment, complements and diversifies our portfolio of leading consumer brands and products.

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.

Refer to Note 10 - Restructuring Charges for additional information.

Griffon currently conducts its operations through two reportable segments:

2 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.

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;

2 unchanged sentences

CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Consolidation

2 unchanged sentences

The results of operations of acquired businesses are included from the dates of acquisitions.

Earnings per share

Due to rounding, the sum of earnings per share may not equal earnings per share of Net income.

Discontinued operations

As of September 30, 2024 and 2023, assets and liabilities of discontinued operations was associated with Installations Services and other discontinued activities, which primarily consisted of insurance claims, product liability, warranty and environmental reserves.

For the year ended September 30, 2022, discontinued operations included the Telephonics business in our Consolidated Statements of Operations and Comprehensive Income (Loss), which has been segregated from Griffon's continuing operations.

There was no reported revenue for the years ended September 30, 2024, 2023 and 2022 for Installations Services and other discontinued operations.

See Note 8, Discontinued Operations.

As of September 30, 2025 and 2024, assets and liabilities of discontinued operations primarily consisted of insurance claims, product liability, warranty and environmental reserves.

There was no reported revenue for the years ended September 30, 2025, 2024 and 2023 related to discontinued operations.

See Note 8 - Discontinued Operations for additional information.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Reclassifications

3 unchanged sentences

These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand.

Significant estimates include expected loss allowances for doubtful accounts receivable and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies and the accompanying disclosures.

Significant estimates include expected loss allowances for credit losses on accounts receivable and sales returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumption associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations, assumptions associated with valuation of acquired assets and assumed liabilities of acquired companies and the accompanying disclosures.

These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future.

13 unchanged sentences

The fair value hierarchy, as outlined in the applicable accounting guidance, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement.

A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows:

4 unchanged sentences

Fair values were based upon quoted market prices (Level 1 inputs).

Insurance contracts with a value of $ 4,819 at September 30, 2024 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in Prepaid and other current assets and $ 634 are included in Other current assets on the Consolidated Balance Sheets.

Insurance contracts with a value of $ 5,249 at September 30, 2025 are measured and recorded at fair value based upon quoted prices in active markets for similar assets (Level 2 inputs) and are included in Other assets on the Consolidated Balance Sheets.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Items Measured at Fair Value on a Recurring Basis

5 unchanged sentences

Upon settlement, gains and losses were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS").

Accumulated Other Comprehensive Income (AOCI) included deferred losses of $ 660 ($ 462 , net of tax) at September 30, 2024 and deferred gains of $ 765 ($ 536 , net of tax) at September 30, 2023.

Accumulated Other Comprehensive Income (“AOCI”) included deferred gains of $ 698 ($ 489 , net of tax) at September 30, 2025 and deferred losses of $ 660 ($ 462 , net of tax) at September 30, 2024.

Upon settlement, gains of $ 2,919 , $ 1,120 and $ 3,991 were recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in COGS during 2025, 2024 and 2023, respectively.

All contracts expire in 30 days to 240 days .

All contracts expire in 30 to 90 days.

At September 30, 2025 and 2024, Griffon had $ 21,000 and $ 20,500 of Chinese Yuan contracts at a weighted average rate of $ 7.10 and $ 7.11 , respectively, which qualified for hedge accounting.

1 unchanged sentence

Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in COGS.

AOCI included deferred gains of $ 410 ($ 300 , net of tax) and deferred losses of $ 1,721 ($ 1,257 , net of tax) at September 30, 2024 and 2023, respectively.

AOCI included deferred gains of $ 37 ($ 27 , net of tax) and deferred gains of $ 410 ($ 300 , net of tax) at September 30, 2025 and 2024, respectively.

Upon settlement, losses of $ 974 , $ 1,936 and $ 2,313 were recorded in COGS during 2025, 2024 and 2023, respectively.

2 unchanged sentences

These contracts, which protect Canadian operations from currency fluctuations for U.S.

dollar based purchases, do not qualify for hedge accounting and fair value losses of $ 67 and fair value gains of $ 60 were recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs), for the years ended September 30, 2024 and 2023, respectively.

dollar based purchases, do not qualify for hedge accounting, and fair value losses of $ 100 and $ 67 were recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (Level 2 inputs), for the years ended September 30, 2025 and 2024, respectively.

Realized gains (losses) of $ 157 , $ 98 and $ 336 were recorded in Other income during 2025, 2024 and 2023, respectively.

All contracts expire in 2 to 330 days .

At September 30, 2025, Griffon had CAD 1,742 of Chinese Yuan contracts at a weighted average rate of CAD 5.17 .

These contracts, which protect Canadian operations from currency fluctuations for Chinese Yuan based purchases, do not qualify for hedge accounting and fair value gains of $ 15 were recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (Level 2 inputs), for the year ended September 30, 2025.

There were no realized gains recognized in Other income during 2025.

All contracts expire in 30 to 359 days.

Pension plan assets with a fair value of $ 132,376 at September 30, 2025, and $ 158,705 at September 30, 2024, respectively, are measured and recorded at fair value based upon quoted prices in active markets for identical assets (Level 1 inputs), quoted market prices for similar assets (Level 2 inputs) and fair value assumptions for unobservable inputs in which little or no market data exists (Level 3).

The Company accounts for acquisitions under the acquisition method, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition using a method substantially similar to the goodwill impairment test methodology (Level 3 inputs).

The operating results of the acquired companies are included in Griffon’s consolidated financial statements from the date of acquisition in each instance.

GRIFFON CORPORATION

1 unchanged sentence

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

Pension plan assets with a fair value of $ 158,705 at September 30, 2024, are measured and recorded at fair value based upon quoted prices in active markets for identical assets (level 1 inputs), quoted market prices for similar assets (level 2 inputs) and fair value assumptions for unobservable inputs in which little or no market data exists (level 3).

The operating results of the acquired companies are included in Griffon’s consolidated financial statements from the date of acquisition in each instance.

currency translation

3 unchanged sentences

Adjustments resulting from currency translation are recorded in AOCI as cumulative translation adjustments.

The Company recognized cumulative translation gains during 2024 and 2023 of $ 10,137 and $ 8,447 , respectively.

As of September 30, 2024 and 2023, the cumulative foreign currency translation recorded in AOCI was a loss of $ 38,586 and $ 48,723 , respectively.

The Company recognized foreign currency translation adjustment losses during 2025 of $ 6,569 and foreign currency translation adjustment gains of $ 10,137 during 2024.

As of September 30, 2025 and 2024, the cumulative foreign currency translation recorded in AOCI resulted in losses of $ 45,155 and $ 38,586 , respectively.

Assets and liabilities of an entity that are denominated in currencies other than that entity’s functional currency are re-measured into the functional currency using period end exchange rates, or historical rates where applicable to certain balances.

Gains and losses arising on remeasurements are recorded within the Consolidated Statement of Operations and Comprehensive Income as a component of Other income (expense).

Gains and losses arising on remeasurements are recorded within the Consolidated Statements of Operations and Comprehensive Income as a component of Other income (expense).

Revenue recognition

5 unchanged sentences

The Company’s performance obligations are recognized at a point in time related to the manufacture and sale of a broad range of products and components, and revenue is recognized when title, and risk and rewards of ownership, have transferred to the customer, which is generally upon shipment.

Refer to Note 2 - Revenue for more detail.

Accounts receivable, expected loss allowance for doubtful accounts and concentrations of credit risk

Refer to Note 2 - Revenue for additional information.

Accounts receivable, expected allowance for credit losses and concentrations of credit risk

Accounts receivable is composed principally of trade accounts receivable, that arise from the sale of goods or services on account, and is stated at historical cost.

A substantial portion of Griffon’s trade receivables are from Home Depot, whose financial condition is dependent on the construction and related retail sectors of the economy.

As a percentage of consolidated accounts receivable, Home Depot was 12 %.

As a percentage of consolidated accounts receivable, Home Depot was 9 % as of September 30, 2025 and 12 % as of September 30, 2024.

Griffon performs continuing evaluations of the financial condition of its customers, and although Griffon generally does not require collateral, letters of credit may be required from customers in certain circumstances.

Trade receivables are recorded at the stated amount, less expected loss allowance for doubtful accounts and, when appropriate, for customer program reserves and cash discounts.

Trade receivables are recorded at the stated amount, less expected allowance for credit losses and, when appropriate, for customer program reserves and cash discounts.

The expected loss allowance represents estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency).

The expected loss allowance for doubtful accounts includes amounts for certain customers where a risk of default has been specifically identified, as well as an amount for customer defaults based on a formula when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers.

The provision related to the expected loss allowance for doubtful accounts is recorded in Selling, general and administrative ("SG&A") expenses.

The expected allowance for credit losses includes amounts for certain customers where a risk of default has been specifically identified, as well as an amount for customer defaults based on a formula when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers.

The provision related to the expected allowance for credit losses is recorded in Selling, general and administrative ("SG&A") expenses.

The Company writes off accounts receivable when they are deemed to be uncollectible.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Customer program reserves and cash discounts are netted against accounts receivable when it is customer practice to reduce invoices for these amounts.

The amounts netted against accounts receivable in 2024 and 2023 were $ 64,211 and $ 106,166 , respectively.

The amounts netted against accounts receivable as of September 30, 2025 and September 30, 2024 were $ 46,766 and $ 64,211 , respectively.

All accounts receivable amounts are expected to be collected in less than one year.

The Company does not currently have customers or contracts that prescribe specific retainage provisions.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Inventories, stated at the lower of cost (first-in, first-out or average) or net realizable value, include material, labor and manufacturing overhead costs.

7 unchanged sentences

Depreciation included in SG&A expenses was $ 17,007 , $ 16,510 and $ 17,598 in 2025, 2024 and 2023, respectively.

The remaining components of depreciation, attributable to manufacturing operations, are included in Cost of goods and services.

The remaining components of depreciation, attributable to manufacturing operations, are included in COGS.

Estimated useful lives for property, plant and equipment are as follows:

8 unchanged sentences

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.

For the fiscal years ended September 30, 2024 and 2023, we tested long-lived definite 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.

No indicator of impairment existed for the CPP asset groups as of September 30, 2025.

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.

Goodwill and indefinite-lived intangibles

Goodwill represents the excess of the cost of net assets acquired in business combinations over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

We test goodwill and indefinite-lived intangibles for impairment at least annually in the fourth quarter, and more frequently whenever events or circumstances change that would more likely than not reduce the fair value below the carrying amount.

1 unchanged sentence

To test goodwill and indefinite-lived intangible assets for impairment, we may perform both a qualitative assessment and quantitative assessment.

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.

For the quantitative test, the assessment is based on both an income-based and market-based valuation approach.

If we elect to perform a qualitative assessment, we consider operating results as well as circumstances impacting the operations or cash flows of the

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

reporting unit or indefinite-lived intangible assets, including macroeconomic conditions, industry and market conditions and reporting unit events and circumstances.

For the quantitative test of goodwill, the assessment is based on both an income-based and market-based valuation approach.

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.

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.

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.

1 unchanged sentence

Actual results may differ materially from those estimates.

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, which could result in an impairment charge in the future.

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.

Griffon performed a quantitative assessment of the CPP reporting units and indefinite-lived intangible assets.

The assessments in both fiscal 2024 and 2023 did not result in an impairment to goodwill, however, for the fiscal 2022, the impairment tests resulted in a pre-tax, non-cash goodwill impairment charge of $ 342,027 to the CPP reporting units.

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.

During the years ended September 30, 2024, 2023 and 2022, the Company compared the estimated fair values of its CPP indefinite-lived intangibles to their carrying amounts using a relief from royalty method, which estimates the value of a trademark by discounting to present value the hypothetical royalty payments that are saved by owning the asset rather than licensing it.

The Company then compared the estimated fair values of each trademark to their carrying amounts.

For the year ended September 30, 2024, the impairment test did not result in impairment charges to CPP's gross carrying amount of intangible assets;

however, for the years ended September 30, 2023 and 2022, the impairment tests resulted in pre-tax non-cash impairment charges of $ 109,200 and $ 175,000 , respectively, to the gross carrying amount of trademarks in the CPP segment.

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 2024, 2023 and 2022.

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.

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.

As such, we performed a quantitative assessment of the Hunter Fan reporting unit goodwill using both an income based and market-based valuation approach.

We also performed a quantitative assessment of the Hunter Fan indefinite-lived intangible assets using the relief from royalty method.

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.

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.

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 as of the annual test date of September 30, 2025.

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.

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 reporting unit goodwill and indefinite-lived intangibles and determined that indicators that fair value was less than the carrying amount were not present in fiscal years 2024 and 2023.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

3 unchanged sentences

Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The Company determines if an arrangement is a lease at inception.

7 unchanged sentences

For real estate leases, we account for lease components together with non-lease components (e.g., common-area maintenance).

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

We are subject to Federal, state and local income taxes in the U.S.

12 unchanged sentences

Total shipping and handling costs included in both COGS and SG&A were $ 121,671 in 2025, $ 125,120 in 2024 and $ 123,100 in 2023, of which $ 67,500 in 2025, $ 68,400 in 2024 and $ 67,300 in 2023 were included in SG&A.

Advertising costs, which are expensed as incurred in SG&A, was $ 25,600 in 2024, $ 28,400 in 2023 and $ 26,700 in 2022.

Advertising costs, which are expensed as incurred in SG&A, were $ 26,600 in 2025, $ 25,600 in 2024 and $ 28,400 in 2023.

Risk, retention and insurance

4 unchanged sentences

Insurance is maintained to transfer risk beyond the level of self-retention and provides protection on both an individual claim and annual aggregate basis.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Pension benefits

7 unchanged sentences

All of the defined benefit plans are frozen and have ceased accruing benefits.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The Company’s non-service cost components of net periodic benefit plan cost was an expense (benefit) of $ 137 , $ 866 and $( 4,256 ) during 2024, 2023, and 2022 respectively.

The Company recognized non-service cost components of net periodic (benefit) cost of ($ 5,411 ), $ 137 and $ 866 during 2025, 2024, and 2023 respectively.

Issued but not yet effective accounting pronouncements

In October 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

2023-06, Disclosure Improvements:

Amendments - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative.

The FASB issued the standard to introduce changes to US GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports.

The provisions of the standard are contingent when the SEC removes the related disclosure provisions from Regulation S-X and S-K.

The company does not expect the provisions of the standard to have a material impact on the Company's financial statements and related disclosures.

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.

This standard expands disclosures regarding a public entity’s reportable segments and requires additional information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources.

The standard does not change the definition of operating segments.

This standard is effective for the Company beginning with our fiscal year 2025, with early adoption permitted.

The Company is currently evaluating the potential changes to its reportable segment disclosures and related impact on its business and financial reporting processes and information technology systems.

The Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations, or cash flows.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosure.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity's operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

The standard requires significant additional disclosures focused on income taxes paid and the rate reconciliation table.

2 unchanged sentences

The standard also requires the Company to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

This standard is effective for the Company beginning with our fiscal year 2026, with retrospective application permitted.

The Company is currently evaluating the potential changes to its income tax disclosures and related impact on its financial reporting processes and information technology systems.

The Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations, or cash flows.

This standard is effective for the Company beginning with our fiscal year 2026, and can be applied prospectively or retrospectively.

While the Company is currently evaluating the guidance to determine the impact it may have on its consolidated financial statements, the Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations, or cash flows.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

The amendments in this update require disclosure and further disaggregation, in the notes to financial statements, of specified information about certain costs and expenses.

The required disclosures include the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas producing activities included in each relevant expense caption.

Additionally, further disclosures are required for certain amounts already required to be disclosed under current GAAP, a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and the total amount of selling expenses, and on an annual basis, the definition of selling expenses.

The ASU is effective for the Company beginning with the Company's fiscal year 2027 and interim reporting periods beginning with the Company's 2028 fiscal year.

Implementation of this standard may be applied prospectively or retrospectively.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

New Accounting Standards Adopted

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The new standard provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment's profit or loss and assets to be made on an interim basis.

The standard also requires the disclosure of the chief operating decision maker's ("CODM") title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s), and that companies with a single reportable segment must provide all disclosures required by this amendment.

The Company adopted this standard for the year ended September 30, 2025.

The standard was applied retrospectively to all prior periods presented in the financial statements.

Refer to Note 19 - Reportable Segments, for additional information.

NOTE 2 – REVENUE

11 unchanged sentences

The Company uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost plus margin approach when one is not available.

The transaction price includes variable consideration, such as discounts and volume rebates, when it is probable that a

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

significant reversal of revenue recognized will not occur.

The transaction price includes variable consideration, such as discounts and volume rebates, when it is probable that a significant reversal of revenue recognized will not occur.

Variable consideration is determined using either the expected value or the most likely amount of consideration to be received based on historical experience and the specific facts and circumstances at the time of evaluation.

5 unchanged sentences

Other than standard product warranty provisions, sales arrangements provide for no significant post-shipment obligations on the Company.

From time-to-time and for certain customers, rebates and other sales incentives, promotional allowances or discounts are offered, typically related to customer purchase volumes, all of which are fixed or determinable and are classified as a reduction of revenue and recorded at the time of sale.

From time-to-time and for certain customers, rebates and other sales incentives, promotional

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

allowances or discounts are offered, typically related to customer purchase volumes, all of which are fixed or determinable and are classified as a reduction of revenue and recorded at the time of sale.

Griffon provides for sales returns and allowances based upon historical returns experience.

The Company includes shipping costs billed to customers in revenue and the related shipping costs in either Cost of Goods and Services or Selling, General and Administrative expenses.

The Company includes shipping costs billed to customers in revenue and the related shipping costs in either COGS or SG&A expenses.

The majority of the Company’s contracts offer assurance-type warranties in connection with the sale of a product to a customer.

10 unchanged sentences

On July 1, 2024, Griffon announced that its subsidiary, 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.

The purchase price was preliminarily allocated to inventory of AUD 16,581 (approximately $ 11,051 ), goodwill of AUD 2,225 (approximately $ 1,483 ) and acquired intangibles, net of deferred taxes, of AUD 2,940 (approximately $ 1,960 ), which was assigned to the CPP segment, and is not deductible for income tax purposes.

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

The acquisition was primarily financed with a Term Loan B facility and a combination of cash on hand and revolver borrowings.

Hunter complements and diversifies Griffon's portfolio of leading consumer brands and products.

Based on the final purchase price allocation, the goodwill recognized was $ 250,711 , which was assigned to the CPP segment, and is not deductible for income tax purposes.

The following unaudited proforma summary from continuing operations presents consolidated information as if the Company acquired Hunter on October 1, 2020:

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Proforma For the Year Ended September 30, (unaudited)

Revenue $ 2,938,998

Income (loss) from continuing operations ( 288,062 )

Griffon did not include any material, nonrecurring proforma adjustments directly attributable to the business combination in the proforma revenue and earnings.

These proforma amounts have been compiled by adding the historical results from continuing operations of Griffon, restated for classifying the results of operations of the Telephonics business as a discontinued operation, to the historical results of Hunter after applying Griffon’s accounting policies and the following proforma adjustments:

• Depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment, and intangible assets had been applied from October 1, 2020.

• Additional interest and related expenses from the new $ 800,000 seven year Term Loan B facility that Griffon used to acquire Hunter Fan reduced by historical Hunter interest expense.

• The tax effects on the above adjustments using the statutory tax rate of 25.7 % for Griffon and 27.1 % for Hunter.

The calculation of the final purchase price allocation is as follows:

Accounts receivable (1)

Inventories (2)

Other current assets 7,940

Property, plant and equipment 15,007

Operating lease right-of-use assets 12,447

Goodwill 250,711

Intangible assets 616,000

Total assets acquired $ 1,077,006

Accounts payable and accrued liabilities $ 70,039

Current portion of operating lease liabilities 3,323

Deferred tax liability (3)

Long-term operating lease liabilities 9,123

Other long-term liabilities 3,848

Total liabilities assumed $ 225,552

Total net assets acquired $ 851,454

____________________________

(1) Includes $ 67,201 of gross accounts receivable of which $ 2,599 was not expected to be collected.

The fair value of accounts receivable approximated book value acquired.

(2) Includes $ 113,287 of gross inventory of which $ 2,988 was reserved for obsolete items.

(3) Deferred tax liability recorded on primarily intangibles assets.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The amounts assigned to goodwill and major intangible asset classifications for the Hunter acquisition are as follows:

Average Life (Years)

Goodwill $ 250,711 N/A

Indefinite-lived intangibles (Hunter and Casablanca brands) 356,000 N/A

Definite-lived intangibles (Customer relationships) 260,000 20

Total goodwill and intangible assets $ 866,711

During the years ended September 30, 2024 and 2022, SG&A included acquisition costs of $ 441 and $ 9,303 , respectively.

During the year ended September 30, 2023, acquisition related costs were de minimis.

During the year ended September 30, 2025, the purchase price was finalized and allocated to acquired intangibles, net of deferred taxes, of AUD 2,940 (approximately $ 1,960 ) and goodwill of AUD 2,640 (approximately $ 1,758 ), which was assigned to the CPP segment and is not deductible for income tax purposes.

The purchase price was also allocated to inventory of AUD 16,132 (approximately $ 10,752 ), property, plant and equipment, net of AUD 1,289 (approximately $ 859 ) and accrued liabilities of AUD 1,194 (approximately $ 795 ).

During the year ended September 30, 2024, SG&A expenses included acquisition costs of $ 441 .

There were no acquisition costs recorded during the years ended September 30, 2025 and 2023.

NOTE 4 — INVENTORIES

6 unchanged sentences

Total $ 440,772 $ 425,489

In connection with the Company's restructuring activities described in Note 10, Restructuring Charges, during the years ended September 30, 2024, and September 30, 2023, CPP recorded inventory impairment charges of $ 23,763 and $ 37,100 , respectively, to adjust inventory to its net realizable value.

In connection with the Company's restructuring activities described in Note 10 - Restructuring Charges, during the year ended September 30, 2024 CPP recorded an inventory impairment charge of $ 23,763 in COGS to adjust inventory to its net realizable value.

There were no impairment charges recorded during the year ended September 30, 2025.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

NOTE 5 — PROPERTY, PLANT AND EQUIPMENT

4 unchanged sentences

Machinery and equipment (1)

498,656 472,030

Leasehold improvements 38,317 37,833

2 unchanged sentences

Total $ 293,528 $ 288,297

In connection with the expansion of CPP's global sourcing strategy which has been completed as of September 30, 2024, certain owned manufacturing locations which concluded operations have met the criteria to be classified as held for sale, and the net book value of these properties as of September 30, 2024 totaled $ 14,532 .

Except as described in Note 10, Restructuring Charges, no event or indicator of impairment occurred during the years ended September 30, 2024 and September 30, 2023, which would require additional impairment testing of property, plant and equipment.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

(1) Machinery and Equipment includes approximately $ 33,239 and $ 36,443 of construction in progress assets as of September 30, 2025 and September 30, 2024, respectively.

In connection with the expansion of CPP's global sourcing strategy which was completed as of September 30, 2024, certain owned manufacturing locations which concluded operations have met the criteria to be classified as held for sale, and the net book value of these properties as of September 30, 2025 totaled $ 5,609 .

During the year ended September 30, 2025, in connection with the goodwill and indefinite-lived intangible asset impairment event described in Note 7 - Goodwill and Intangibles, the Company also evaluated property, plant and equipment assets for potential impairment.

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

Except as described in Note 10 - Restructuring Charges, no event or indicator of impairment occurred during the year ended September 30, 2024 which required additional impairment testing of property, plant and equipment.

NOTE 6 – CREDIT LOSSES

The Company is exposed to credit losses primarily through sales of products and services.

Trade receivables are recorded at their stated amount, less allowances for credit losses.

The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivables balances and the financial condition of its customers.

The allowances represent estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency), discounts related to early payment of accounts receivables by customers and estimates for returns.

The allowance for doubtful accounts includes amounts for certain customers in which a risk of default has been specifically identified, as well as an amount for customer defaults, based on a formula, when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers.

Credit losses are recorded as a reduction of revenue and the provision related to the allowance for doubtful accounts is recorded in SG&A expenses.

Trade receivables are recorded at their stated amount, less expected allowances for credit losses and, when appropriate, for customer program reserves and cash discounts.

The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivable balances and the financial condition of its customers.

The expected allowance for doubtful accounts represents estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency), discounts related to early payment of accounts receivable by customers and estimates for returns.

The allowance for credit losses includes amounts for certain customers where a risk of default has been specifically identified, as well as an amount for customer defaults, based on a formula, when it is determined the risk of some default is probable and estimable, but cannot yet be associated with specific customers.

The provision related to the expected allowance for credit losses is recorded in SG&A expenses.

The Company writes-off accounts receivable when they are deemed to be uncollectible.

The Company also considers current and expected future economic and market conditions when determining any estimate of credit losses.

2 unchanged sentences

Based on a review of the Company's policies and procedures across all segments, including the aging of its trade receivables, recent write-off history and other factors related to future macroeconomic conditions, Griffon determined that its method to determine credit losses and the amount of its allowances for bad debts is in accordance with this guidance in all material respects.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:

Beginning Balance, October 1, 2022 $ 12,137

Beginning Balance, September 30, 2023

Provision for expected credit losses 636

6 unchanged sentences

Ending Balance, September 30, 2025

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

NOTE 7 — GOODWILL AND INTANGIBLES

Goodwill at September 30, 2025 and 2024 was $ 192,917 and $ 329,393 , respectively.

For the fiscal years ended September 30, 2024, 2023 and 2022, the Company performed a quantitative assessment of the CPP reporting units using both an income-based and market-based approach, which did not result in a goodwill impairment in fiscal 2024 and 2023, however, for the fiscal year ended September 30, 2022, the impairment tests resulted in a pre-tax, non-cash goodwill impairment charge of $ 342,027 to the CPP reporting units.

During the third quarter of fiscal 2025, indicators of goodwill impairment were present for the Hunter Fan reporting unit within the CPP reportable segment, driven by a decrease in year-to-date and forecasted sales and operating results primarily due to ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns.

As such, we performed a quantitative assessment of the Hunter Fan reporting unit goodwill using both an income - based and market-based valuation approach.

This impairment test resulted in a pre-tax, non-cash goodwill impairment charge of $ 136,612 , representing the remaining goodwill of the Hunter Fan reporting unit.

In connection with the preparation of our financial statements for the fiscal year ended September 30, 2025, Griffon performed a qualitative assessment of the CPP reporting units and determined that indicators that fair value was less than the carrying amount were not present.

For the fiscal years ended September 30, 2024 and 2023, the Company performed a quantitative assessment of the CPP reporting units using both an income-based and market-based approach, which did not result in a goodwill impairment .

1 unchanged sentence

At September 30,

2022 Goodwill from acquisitions (a) At September 30,

2023 Goodwill from acquisitions (a) Foreign currency translation adjustments At September 30,

2024 Impairment Charges

Goodwill from acquisitions (b) Foreign currency translation adjustments At September 30,

2 unchanged sentences

Total $ 327,864 $ 1,483 $ 46 $ 329,393 $ ( 136,612 ) $ 230 $ ( 94 ) $ 192,917

(a) The adjustment to goodwill is in connection with the acquisition of Hunter in 2022.

(b) The change in goodwill for the CPP segment relates to the acquisition of Pope in 2024.

The Company then compared the estimated fair values of each trademark to their carrying amounts.

For the year ended September 30, 2024, the impairment test did not result in impairment charges to CPP's gross carrying amount of intangible assets;

(a) The change in goodwill for the CPP segment relates to the initial purchase price allocation of the Pope acquisition in 2024.

(b) The change in goodwill for the CPP segment is due to final purchase price allocation adjustments recorded during the year ended September 30, 2025 related to the 2024 Pope acquisition.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Indicators of impairment were present for our Hunter Fan indefinite-lived intangible asset during the third quarter of fiscal 2025 due to the reasons discussed above.

As such, we determined the fair value of Hunter Fan's indefinite-lived intangible asset by using a relief from royalty method, which estimates the value of a trademark by discounting to present value the hypothetical royalty payments that are saved by owning the asset rather than licensing it.

We compared the estimated fair value to the carrying amount, resulting in a pre-tax, non-cash impairment charge of $ 107,000 to the carrying amount of Hunter Fan's trademark recorded in the third quarter of fiscal 2025.

In preparation of the financial statements for the year ended September 30, 2025, Griffon performed qualitative assessments for the CPP indefinite-lived intangibles and determined that indicators that fair value was less than the carrying amount were not present.

For the year ended September 30, 2024, the impairment tests did not result in impairment charges to CPP's gross carrying amount of intangible assets;

however, for the year ended September 30, 2023, the impairment tests resulted in a pre-tax non-cash impairment charge of $ 109,200 to the gross carrying amount of our trademarks in the CPP segment.

8 unchanged sentences

Total amortizable intangible assets 467,799 163,654 468,134 141,155

Trademarks (1)

183,969 — 291,803 —

1 unchanged sentence

____________________________

(1) On October 1, 2023, the Company reclassified certain indefinite-lived trademark intangible assets, with a combined carrying value of $ 4,100 , to definite-lived intangible assets.

The change resulted from the anticipated future life of these trademarks.

We commenced amortizing these assets on a straight-line basis over a five -year useful life .

In 2024, the gross carrying amount of intangible assets was impacted by acquired intangibles from the Pope acquisition and $ 5,022 related to foreign currency translation.

In 2025, the gross carrying amount of intangible assets was unfavorably impacted by $ 1,169 related to foreign currency translation.

We also evaluated our definite-lived intangible assets for potential impairment in connection with the goodwill impairment event noted above.

The review did not result in any impairment charges related to definite-lived intangible assets.

Amortization expense for intangible assets subject to amortization was $ 23,280 , $ 22,803 and $ 22,389 in 2025, 2024, and 2023, respectively.

9 unchanged sentences

NOTE 8 — DISCONTINUED OPERATIONS

On September 27, 2021, Griffon announced it was exploring strategic alternatives for its DE segment, which consisted of its Telephonics subsidiary.

On June 27, 2022, Griffon completed the sale of Telephonics for $ 330,000 in cash, excluding customary post-closing adjustments, primarily related to working capital.

In connection with the sale of Telephonics, the Company recorded a gain of $ 107,517 ($ 89,241 , net of tax) for the year ended September 30, 2022.

In accordance with ASC 205-20 Presentation of Financial Statements:

Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component of an entity meets the criteria in paragraph 205-20-45-10.

In the period in which the component meets held-for-sale or discontinued operations criteria the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations.

At the same time, the results of all discontinued operations , less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations.

Defense Electronics (DE or Telephonics)

For the year ended September 30, 2022, t he following amounts related to Telephonics have been segregated from Griffon's continuing operations and are reported as discontinued operations:

For the Year Ended September 30,

Revenue $ 161,061

Cost of goods and services 125,208

Gross profit 35,853

Selling, general and administrative expenses 26,423

Income from discontinued operations 9,430

Other income (expense)

Gain on sale of business 107,517

Interest income, net 2

Other, net ( 604 )

Total other income (expense) 106,915

Income from discontinued operations before tax 116,345

Provision for income taxes 20,188

Income from discontinued operations $ 96,157

For the year ended September 30, 2022, depreciation and amortization was excluded from the results since DE was classified as a discontinued operation and, accordingly, the Company ceased depreciation and amortization in accordance with discontinued operations accounting guidelines.

Depreciation and amortization for fiscal 2022 would have been approximately $ 7,442 through the date of disposition on June 27, 2022.

The following amounts summarize the total assets and liabilities related to Installation Services and other discontinued activities which have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets:

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The following amounts which summarize the total assets and liabilities related to discontinued activities have been segregated from Griffon’s continuing operations, and are reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets:

At September 30,

9 unchanged sentences

At September 30, 2025 and 2024, Griffon’s liabilities for discontinued operations primarily related to insurance claims, income taxes, product liability, warranty claims and environmental reserves totaling $ 8,726 and $ 7,768 , respectively.

The decrease in assets and liabilities was primarily associated with insurance claims receivable and payable.

Except for revenue from the Telephonics business for the year ended September 30, 2022, as noted above, there was no reported revenue in 2024, 2023 and 2022 for Installations Services and other discontinued operations.

Griffon's assets for discontinued operations primarily relate to insurance claims.

The increase in assets and liabilities was primarily associated with insurance claims receivable and payable.

There was no reported revenue in 2025, 2024 and 2023 related to discontinued operations.

NOTE 9 — ACCRUED LIABILITIES

12 unchanged sentences

Total $ 152,707 $ 181,918

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

NOTE 10 – 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, which have a total book value of $ 14,532 , have met the held for sale criteria and have been classified as such on our Consolidated Balance Sheets as of September 30, 2024.

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.

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.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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.

In addition, there were $ 2,678 of capital investments to effectuate the project.

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.

In the year ended September 30, 2024, CPP incurred pre-tax restructuring and related exit costs approximating $ 41,309 .

Cash charges totaled $ 17,546 and non-cash, asset-related charges totaled $ 23,763 ;

the cash charges included $ 5,856 for one-time termination benefits and other personnel related costs and $ 11,690 for facility exit costs.

Non-cash charges related to $ 23,763 recorded to adjust inventory to net realizable value.

This excluded cash proceeds from the sale of real estate and equipment, which through September 30, 2024 were $ 13,271 , and excluded future proceeds from the sale of remaining real estate and equipment.

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

In the year ended September 30, 2024, CPP incurred pre-tax restructuring and related exit costs approximating $ 41,309 .

1 unchanged sentence

the cash charges included $ 5,856 for one-time termination benefits and other personnel related costs and $ 11,690 for facility exit costs.

Non-cash charges included a $ 21,832 impairment charge related to certain fixed assets at several manufacturing locations and $ 37,100 to adjust inventory to net realizable value.

Non-cash charges related to $ 23,763 recorded to adjust inventory to its net realizable value.

In the year ended September 30, 2023, CPP incurred pre-tax restructuring and related exit costs approximating $ 92,468 .

1 unchanged sentence

the cash charges included $ 16,772 for one-time termination benefits and other personnel-related costs and $ 16,764 for facility exit costs.

Non-cash charges included a $ 3,805 of inventory that have no recoverable value and $ 1,026 primarily related to disposal of fixed assets at several manufacturing locations.

These restructuring charges related to the development of CPP's next-generation business platform, which was completed in fiscal 2022.

A summary of the restructuring and other related charges included in Cost of goods and services and Selling, general and administrative expenses in the Company's Consolidated Statements of Operations were as follows:

Non-cash charges included a $ 21,832 impairment charge related to certain fixed assets at several manufacturing locations and $ 37,100 recorded to adjust inventory to its net realizable value.

A summary of the restructuring and other related charges included in COGS and SG&A expenses in the Company's Consolidated Statements of Operations were as follows:

For the Year Ended September 30,

2024 2023 2022

Cost of goods and services $ 35,806 $ 82,028

2 unchanged sentences

For the Year Ended September 30,

2024 2023 2022

Personnel related costs $ 5,856 $ 16,772

20 unchanged sentences

Accrued liability at September 30, 2024 $ 8,182 $ 4,816 $ — $ 12,998

Charges $ 5,856 11,690 23,763 41,309

Payments ( 11,781 ) ( 12,425 ) — ( 24,206 )

Non-cash charges (1)

( 5,355 ) ( 3,600 ) — ( 8,955 )

6 unchanged sentences

CPP offers an express limited warranty for a period of ninety days on all products from the date of the original purchase unless otherwise stated on the product or packaging from the date of original purchase.

CPP provides limited lifetime warranties on certain products.

Warranty costs expected to be incurred in the next 12 months are classified in accrued liabilities.

20 unchanged sentences

Revolver due 2028 (b) — — ( 2,113 ) ( 2,113 ) Variable

lines of credit (d) — — ( 2 ) ( 2 ) Variable

Other debt (e) 410 — ( 22 ) 388 Variable

lines of credit (d)

— — ( 34 ) ( 34 ) Variable

Other debt (d)

251 — — 251 Variable

Totals 1,424,026 ( 340 ) ( 11,196 ) 1,412,490

8 unchanged sentences

Revolver due 2028 (b) 107,500 — ( 2,859 ) 104,641 Variable

lines of credit (d) — — ( 3 ) ( 3 ) Variable

Other debt (e) 1,592 — ( 11 ) 1,581 Variable

lines of credit (d)

— — ( 2 ) ( 2 ) Variable

Other debt (d)

410 — ( 22 ) 388 Variable

Totals 1,539,685 ( 430 ) ( 15,203 ) 1,524,052

11 unchanged sentences

lines of credit (d) Variable 17 — 70 87

Other debt (e) Variable 586 1 1 588

Other debt (d) Variable 450 — — 450

Capitalized interest ( 765 ) — — ( 765 )

11 unchanged sentences

Revolver due 2028 (b) Variable 8,018 — 746 8,764

Finance lease - real estate (c) 5.60 % 680 — — 680

lines of credit (d) Variable 43 — 15 58

Other debt (e) Variable 392 — 2 394

Other debt (d)

Variable 586 1 1 588

Capitalized interest ( 1,006 ) — — ( 1,006 )

10 unchanged sentences

lines of credit (d) Variable 630 — 42 672

term and mortgage loans (d) Variable 610 — 53 663

Other debt (e) Variable 544 — 1 545

Other debt (d) Variable 392 — 2 394

Capitalized interest ( 142 ) — — ( 142 )

1 unchanged sentence

Minimum payments under debt agreements for the next five years are as follows:

$ 8,155 in 2025, $ 8,104 in 2026, $ 8,045 in 2027, $ 1,090,322 in 2028, $ 425,047 in 2029 and $ 12 thereafter.

$ 8,103 in 2026, $ 8,045 in 2027, $ 982,819 in 2028, $ 425,047 in 2029, $ 12 in 2030 and no debt payments due thereafter.

(a) During 2020, Griffon issued, at par, $ 1,000,000 of 5.75 % Senior Notes due 2028 (the "Senior Notes").

2 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 .

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 ;

4 unchanged sentences

At September 30, 2025, $ 4,880 of underwriting fees and other expenses incurred remained to be amortized.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

(b) On January 24, 2022, Griffon amended and restated its Credit Agreement (the "Credit Agreement") to provide for a new $ 800,000 Term Loan B facility, due January 24, 2029, in addition to the revolving credit facility (the "Revolver") provided for under the Credit Agreement.

The Term Loan B facility was issued at 99.75 % of par value.

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.

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.

The charges were comprised of write-offs of unamortized debt issuance costs of $ 386 and $ 5,575 for 2023 and 2022, respectively, and the original issue discount of $ 51 and $ 721 for 2023 and 2022, respectively.

The charges were comprised of write-offs of unamortized debt issuance costs of $ 386

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

and $ 5,575 for 2023 and 2022, respectively, and the original issue discount of $ 51 and $ 721 for 2023 and 2022, respectively.

As of September 30, 2025, the Term Loan B outstanding balance was $ 449,000 .

1 unchanged sentence

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 %.

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.

In connection with the amendment, Griffon recognized a $ 1,700 loss on debt extinguishment 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.

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.

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.

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).

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.

Term Loan B borrowings may generally be repaid without penalty, subject to a prepayment premium of 1 % in connection with the above repricing transaction with respect to any prepayments within the six months following the closing date of June 26, 2024.

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.

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.

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).

At September 30, 2024, under the Credit Agreement, there were $ 107,500 in outstanding borrowings on the Revolver;

At September 30, 2025, under the Credit Agreement, there were no outstanding borrowings on the Revolver;

outstanding standby letters of credit were $ 14,328 ;

4 unchanged sentences

(c) On September 28, 2023, the Company closed on the exercise of its lease purchase option, as permitted under the lease agreement, to acquire ownership of the manufacturing facility located in Ocala, Florida for a cash purchase price of $ 23,207 .

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The Ocala lease had a maturity date in 2025 and bore interest at a fixed rate of approximately 5.6 %.

As a result of exercising the purchase option, the Company no longer has any future lease obligations related to this real estate.

During 2022, the financing lease on the Troy, Ohio location expired.

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.

Griffon exercised the one dollar buyout option in November 2021.

Refer to Note 22- Leases for further details.

Refer to Note 22 - Leases for additional information.

(d) In November 2012, Garant G.P.

(“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility.

Effective in December 2023, the facility was amended to replace the Canadian Dollar Offer Rate ("CDOR") with the Canadian Overnight Repo Rate Average ("CORRA").

The facility accrues interest at CORRA plus 1.3 % per annum ( 5.46 % as of September 30, 2024).

The revolving facility matures in December 2024, but is renewable upon mutual agreement with the lender.

Garant is required to maintain a certain minimum equity.

(“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility, which expired in December 2024.

In January 2025, Garant entered into a new CAD 20,000 revolving credit facility that matures in January 2026 but is renewable upon mutual agreement with the lender.

The new facility accrues interest at Canadian Overnight Repo Rate Average ("CORRA") plus a credit adjustment spread and a margin of 1.20 % ( 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.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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 .

The receivable purchase facility was renewed in 2024 and now matures in March 2024, but is renewable upon mutual agreement with the lender.

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).

6 unchanged sentences

Upon maturity in July 2023, the GBP 5,000 revolver had no balance and was not renewed.

(e) 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.

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

At September 30, 2025, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

2 unchanged sentences

In addition to employee contributions to the plans, Griffon makes contributions based upon various percentages of compensation and/or employee contributions, which were $ 12,115 in 2025, $ 10,319 in 2024 and $ 10,857 in 2023.

Fiscal year 2025 includes $ 1,525 of employer contributions to a qualified replacement plan that were funded by excess assets from the Hunter Pension Plan.

Effective August 5, 2025, the Company implemented a new retiree medical plan for certain eligible employees.

Under the plan eligible retirees and their covered spouses are provided company-paid medical, prescription drug and dental coverage through the Company's group health plans(or if such coverage cannot be provided, an equivalent benefit), along with reimbursement for certain uncovered expenses.

It is the Company's practice to fund these benefits as incurred.

The Company recognized a benefit obligation of $ 6,527 as of September 30, 2025, accumulated other comprehensive income, net of $ 4,063 and benefit expense of $ 1,071 .

The discount rate utilized in the determination of the projected benefit obligation and net periodic benefit cost was 5.60 %.

The annual increase in cost of benefits (health care cost trend rate) is assumed to be 7.50 % and gradually decreases to a rate of 6.60 % over three years .

The Company recognized $ 1,016 and will recognize $ 5,362 , of non-cash charges in fiscal 2025 and 2026, respectively, related to the implementation of this plan.

The Company also provides healthcare and life insurance benefits for certain groups of retirees through several plans.

1 unchanged sentence

The post-retirement benefit obligation was $ 1,545 and $ 1,670 as of September 30, 2025 and 2024.

The weighted average discount rate utilized to determine the benefit obligation was 4.87 % and 4.08 % as of September 30, 2025 and 2024, respectively.

The accumulated other comprehensive income for these plans was $ 311 and $ 306 as of September 30, 2025 and 2024, respectively, and the 2025, 2024 and 2023 expense was $ 19 , $ 4 and $ 17 , respectively.

The weighted average discount rate utilized to determine the net periodic benefit expense was 4.69 %, 5.61 % and 5.52 % in 2025, 2024 and 2023, respectively.

It is the Company’s practice to fund these benefits as incurred.

1 unchanged sentence

Over time, these amounts will be recognized as part of net periodic pension costs in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Griffon is responsible for overseeing the management of the investments of two qualified defined benefit plans and uses the services of an investment manager to manage the plans' assets based on agreed upon risk profiles.

During fiscal year 2025 Griffon was responsible for overseeing the management of the investments of it's qualified defined benefit plans.

The Company uses the services of an investment manager to manage the plans' assets based on agreed upon risk profiles.

The primary objective of the qualified defined benefit plan is to secure participant retirement benefits.

As such, the key objective in this plan’s financial management is to promote stability and, to the extent appropriate, growth in the funded status.

Financial objectives are established in conjunction with a review of current and projected plan financial requirements.

The fair values of a majority of the plan assets were determined by the plans’ trustee using quoted market prices for identical instruments (level 1 inputs) as of

GRIFFON CORPORATION

1 unchanged sentence

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

September 30, 2024 and 2023.

Financial objectives are established in conjunction with a review of current and projected plan financial requirements.

The fair values of a majority of the plan assets were determined by the plans’ trustee using quoted market prices for identical instruments (Level 1 inputs) as of September 30, 2025 and 2024.

The fair value of various other investments was determined by the plans' trustees using direct observable market corroborated inputs, including quoted market prices for similar assets (Level 2 inputs).

A small amount of plan assets are invested in private equity which consist primarily of investments in private companies which are valued using the net asset values provided by the underlying private investment companies as a practical expedient (Level 3 inputs).

The Clopay AMES Pension Plan, the Hunter Fan Pension Plan and the AMES supplemental executive retirement plan are frozen to new entrants and participants in the plans no longer accrue benefits.

The Hunter Fan Pension Plan was terminated with an effective date of April 30, 2024.

The Clopay AMES Pension Plan and the AMES supplemental executive retirement plan are frozen to new entrants and participants in the plans no longer accrue benefits.

The Hunter Fan Pension Plan (the "Plan") was terminated with an effective date of April 30, 2024.

This was communicated to plan participants in February 2024.

The plan is fully funded and the company does not anticipate making an additional funding contribution as of the benefit distribution date.

The benefit distribution date will be determined once the company receives approval from certain regulatory agencies.

The Company’s non-service cost components of net periodic benefit plan cost was an expense (benefit) of $ 137 , $ 866 and $( 4,256 ) during 2024, 2023, and 2022 respectively.

At the time of termination, the Plan was fully funded and the Company did not anticipate making additional funding contributions as of the benefit distribution dates.

During the year ended September 30, 2025, the Plan made lump sum payments in the amount of $ 4,830 to those participants who elected a lump sum distribution.

Additionally, the Company selected an insurance company to hold the annuity and provide pension benefits to the plan participants currently receiving benefit payments and those that elected to continue their future benefit with an annuity provider.

This decision included a transfer of plan assets valued at $ 10,859 .

In July 2025, Griffon completed the termination of the Plan and $ 6,100 of excess cash was transferred to the Company, a portion of which was transferred directly to a qualified replacement plan.

During the year ended September 30, 2025, the Company recognized a gain on the termination of the Plan of $ 2,181 , net of excise taxes, in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company recognized non-service cost components of net periodic (benefit) cost of ($ 5,411 ), $ 137 and $ 866 during 2025, 2024, and 2023 respectively.

Griffon uses judgment to establish the assumptions used in determining the future liability of the plan, as well as the investment returns on the plan assets.

5 unchanged sentences

A 10 % change in the discount rate or return on assets would not have a material effect on the financial statements of Griffon.

Net periodic costs (benefits) were as follows:

Net periodic (benefits) costs were as follows:

Defined Benefits for the Years Ended

5 unchanged sentences

Expected return on plan assets ( 9,387 ) ( 10,172 ) ( 10,213 ) — — —

Pension termination settlement

( 4,621 ) — — — — —

Amortization of:

1 unchanged sentence

Total net periodic (benefits) costs $ ( 6,415 ) $ ( 872 ) $ ( 85 ) $ 1,004 $ 1,009 $ 951

The tax benefits in 2024, 2023 and 2022 for the amortization of pension costs in Other comprehensive income (loss) were $ 578 , $ 793 and $ 710 , respectively.

The tax benefits in 2025, 2024 and 2023 for the amortization of pension costs in Other comprehensive income (gain) were $( 402 ), $ 578 and $ 793 , respectively.

The weighted-average assumptions used in determining the net periodic (benefits) costs were as follows:

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Defined Benefits for the Years Ended

4 unchanged sentences

Expected return on assets 6.75 % 6.75 % 6.72 % — % — % — %

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Plan assets and benefit obligation of the defined and supplemental benefit plans were as follows:

7 unchanged sentences

Benefits paid ( 11,124 ) ( 11,576 ) ( 1,893 ) ( 1,896 )

Benefits paid related to pension termination

( 15,784 ) — — —

Actuarial (gain) loss ( 2,823 ) 11,048 870 1,286

5 unchanged sentences

Benefits paid ( 11,124 ) ( 11,576 ) ( 1,893 ) ( 1,896 )

Benefits paid related to pension termination

( 15,784 ) — — —

Return of excess plan assets

( 6,100 ) — —

Fair value of plan assets at end of fiscal year 132,376 158,705 — —

8 unchanged sentences

Total accumulated other comprehensive loss, net of tax

22,410 19,998 5,288 3,663

Net amount recognized at September 30, $ 33,265 $ 32,957 $ ( 4,852 ) $ ( 7,113 )

4 unchanged sentences

Fair value of plan assets 132,376 158,705 — —

Actuarial losses as of September 30, 2024 were primarily due to the decrease in the discount rate.

Actuarial gains as of September 30, 2023 were primarily the result of the increase in the discount rate.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Actuarial gains as of September 30, 2025 were primarily due to the increase in the discount rate;

conversely, actuarial losses as of September 30, 2024 were primarily due to the decrease in the discount rate.

The weighted-average assumptions used in determining the benefit obligations were as follows:

4 unchanged sentences

Weighted average discount rate 5.09 % 4.76 % 4.52 % 4.46 %

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Estimated future benefit payments to retirees, which reflect expected future service, are as follows:

6 unchanged sentences

2030 10,470 1,118

2030-2034 55,522 3,801

During 2025, Griffon is not required to and does not expect to contribute to the Defined Benefit plans and expects to contribute $ 1,823 to Supplemental Benefits that will be funded from the general assets of Griffon.

The Clopay AMES Pension Plan and the Hunter Fan Pension Plan are covered by the Pension Protection Act of 2006.

The Adjusted Funding Target Attainment Percent for the Clopay AMES Pension Plan and Hunter Fan Pension Plan as of January 1, 2024 was 97.1 % and 127.3 %, respectively.

Since the plans were in excess of the 80 % funding threshold there were no plan restrictions.

There are no catch up contributions for either plan expected in 2025.

During 2026, Griffon expects to contribute $ 1,567 to the Clopay Ames Pension Plan and expects to contribute $ 1,813 to Supplemental Benefits that will be funded from the general assets of Griffon.

The Clopay AMES Pension Plan is covered by the Pension Protection Act of 2006.

The Adjusted Funding Target Attainment Percent for the Clopay AMES Pension Plan as of January 1, 2025 was 95.0 %.

Since the plan was in excess of the 80 % funding threshold there were no plan restrictions.

There are no catch up contributions for the plan expected in 2026.

The actual and weighted-average asset allocation for qualified benefit plans were as follows:

14 unchanged sentences

Commingled funds – The fair values are determined using NAV provided by the administrator of the fund.

The NAV is based on the value of the underlying assets owned by the trust/entity, minus its liabilities, and then divided by the number of shares outstanding.

The NAV is based on the value of the underlying assets owned by the trust/entity, minus its liabilities, and then divided by the number of shares

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

These investments are generally classified within Level 2 or 3, as appropriate, of the valuation hierarchy and can be liquidated on demand.

2 unchanged sentences

Fully benefit-responsive investment contracts - The Plan holds fully benefit-responsive investment contracts that are reported at contract value, which is the value of principal and interest under the terms of the annuity contract.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

The following table presents the fair values of Griffon’s pension and post-retirement plan assets by asset category:

13 unchanged sentences

Other securities

2,205 — — 2,205

Subtotal $ 97,941 $ 26,842 $ 6,585 $ 131,368

15 unchanged sentences

Other securities

17,004 — — 17,004

Subtotal $ 111,907 $ 36,296 $ 9,979 $ 158,182

Accrued income and plan receivables 523

Fully benefit-responsive investment contract 2,699

Total $ 158,705

10 unchanged sentences

As of September 30, 2025

Griffon has an Employee Stock Ownership Plan ("ESOP") that covers substantially all domestic employees.

employees of Griffon, who are not members of a collective bargaining unit, automatically become eligible to participate in the plan on the October 1 st following completion of one qualifying year of service (as defined in the plan).

Securities are allocated to participants’ individual accounts based on the proportion of each participant’s aggregate compensation (not to exceed $ 330 for the plan year ended September 30, 2024), to the total of all participants’ compensation.

Shares of the ESOP which have been allocated to employee accounts are charged to expense based on the fair value of the shares transferred and are treated as outstanding in determining earnings per share.

Dividends paid on shares held by the ESOP are used to offset debt service on ESOP Loans.

Griffon has an Employee Stock Ownership Plan ("ESOP") that covered substantially all domestic employees.

The ESOP was frozen as of September 30, 2024;

this means that, for the plan years after this date, no additional employees will become participants under the ESOP and no new voluntary contributions will be made to the ESOP.

Prior to this date, all U.S.

employees of Griffon, who are not members of a collective bargaining unit, were automatically eligible to participate in the plan on the October 1 st following completion of one qualifying year of service (as defined in the plan).

Securities were allocated to participants’ individual accounts based on the proportion of each participant’s aggregate compensation (not to exceed $ 330 for the plan year ended September 30, 2024), to the total of all participants’ compensation.

Shares of the ESOP that had been allocated to employee accounts were charged to expense based on the fair value of the shares transferred and were treated as outstanding in determining earnings per share.

Through December 31, 2024, dividends paid on shares held by the ESOP were used to offset debt service on the ESOP Loans;

since such date, dividends have been, and will be, deposited directly into the ESOP participants' accounts.

Dividends paid on shares held in participant accounts are utilized to allocate shares from the aggregate number of shares to be released, equal in value to those dividends, based on the closing price of Griffon common stock on the dividend payment date.

Compensation expense under the ESOP was $ 8,533 in 2024, $ 20,583 in 2023 and $ 14,325 in 2022.

During 2025 the final loan payment was made by the ESOP to the Company and compensation expense for the period was fully offset by dividends paid.

Compensation expense under the ESOP was $ 8,533 in 2024 and $ 20,583 in 2023.

The cost of the shares held by the ESOP and not yet allocated to employees is reported as a reduction of Shareholders’ Equity.

The fair value of the unallocated ESOP shares as of September 30, 2024 and 2023 based on the closing stock price of Griffon’s stock was $ 1,250 and $ 7,768 , respectively.

The fair value of the unallocated ESOP shares as of September 30, 2024 based on the closing price of Griffon’s stock was $ 1,250 .

The ESOP shares were as follows:

3 unchanged sentences

Total 3,977,753 4,252,565

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

NOTE 14 – INCOME TAXES

Income taxes have been based on the following components of Income before taxes from continuing operations:

Income taxes have been based on the following components of Income before taxes:

For the Years Ended September 30,

3 unchanged sentences

$ 127,371 $ 296,650 $ 112,682

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Provision (benefit) for income taxes on income was comprised of the following from continuing operations:

Provision (benefit) for income taxes on income was comprised of the following:

For the Years Ended September 30,

7 unchanged sentences

Total provision $ 76,261 $ 86,753 $ 35,065

Differences between the effective income tax rate applied to Income (loss) before taxes from continuing operations and the U.S.

Differences between the effective income tax rate applied to Income before taxes and the U.S.

Federal statutory income tax rate are presented in the table below.

For the fiscal year ended September 30, 2022, the Company reported a pre-tax loss and income tax expense.

As a result, unfavorable items to the US Federal statutory income tax rate are presented as negative amounts, while favorable items are presented as positive amounts.

For the Years Ended September 30,

40 unchanged sentences

Unremitted foreign earnings

( 1,514 ) ( 1,896 )

Other ( 1,068 ) ( 723 )

9 unchanged sentences

In 2025 and 2024, the net increases in the valuation allowance of $ 3,714 and $ 8,997 , respectively are the result of a determination that certain state and foreign net operating losses will not be realized.

Prior to fiscal year 2023, Griffon did not provide deferred U.S.

income taxes of undistributed earnings on non-U.S.

subsidiaries as such earnings were intended to be reinvested indefinitely.

At September 30, 2023, Griffon made a policy election to indefinitely reinvest the undistributed earnings of certain non-U.S.

At September 30, 2025 and 2024, Griffon's policy election under APB 23 is to indefinitely reinvest the undistributed earnings of certain non-U.S.

subsidiaries.

8 unchanged sentences

subsidiaries as these other outside basis differences are currently considered indefinitely reinvested.

The Company generates substantial cash flow in the

The Company may repatriate non-indefinitely reinvested earnings of its non-U.S.

subsidiaries where excess cash has accumulated and the Company determines that it is appropriate and tax efficient.

Accordingly, the Company

GRIFFON CORPORATION

1 unchanged sentence

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

and does not have a current need for the cash to be returned to the U.S.

from the foreign entities.

The Company may repatriate non-indefinitely reinvested earnings of its non-U.S.

subsidiaries where excess cash has accumulated and the Company determines that it is appropriate and tax efficient.

Accordingly, the Company continues to reinvest all other undistributed earnings of its non-U.S.

continues to reinvest all other undistributed earnings of its non-U.S.

subsidiaries and may be subject to additional non-U.S.

8 unchanged sentences

loss carryforwards expire in varying amounts beginning in 2027 to indefinite carryforward.

At September 30, 2024 and 2023, Griffon had state and local loss carryforwards of $ 228,485 and $ 176,343 , respectively, which expire in varying amounts through 2043.

At September 30, 2024 and 2023, Griffon had federal tax credit carryforwards of $ 5,933 in both years, which expire in varying amounts through 2035.

At September 30, 2025 and 2024, Griffon had state and local loss carryforwards of $ 221,855 and $ 228,485 , respectively.

The state and local loss carryforwards expire in varying amounts beginning in 2026 to indefinite carryforward.

At September 30, 2025 and 2024, Griffon had federal tax credit carryforwards of $ 5,933 in both years, which expire in 2028.

We believe it is more likely than not that the benefit from certain federal, state, and non-U.S.

2 unchanged sentences

As it becomes probable that the benefits of these attributes will be realized, the reversal of valuation allowance will be recognized as a reduction of income tax expense.

If certain substantial changes in Griffon's ownership occur, there would be an annual limitation on the amount of carryforward(s) that can be utilized.

Griffon files U.S.

20 unchanged sentences

Balance at September 30, 2025

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

If recognized, the amount of potential unrecognized tax benefits that would impact Griffon’s effective tax rate is $ 1,603 .

1 unchanged sentence

At September 30, 2025 and 2024, the combined amount of accrued interest and penalties related to tax positions taken or to be taken on Griffon’s tax returns and recorded as part of the reserves for uncertain tax positions was $ 402 and $ 310 , respectively.

During the year ended September 30, 2024, the Company incurred a reduction in unrecognized tax benefits primarily due to the acceptance of previously filed amended returns by various jurisdictions, along with a reduction in state tax rates.

Griffon cannot reasonably estimate the extent to which other existing liabilities for uncertain tax positions may increase or decrease within the next twelve months as a result of the progression of ongoing tax audits or other events.

Griffon believes that it has adequately provided for all open tax years by tax jurisdiction.

In August 2022, the U.S.

Government enacted the Inflation Reduction Act of 2022 ("IRA").

Included in the IRA was a provision to implement a 15% corporate alternative minimum tax ("CAMT") on large corporations effective beginning with Griffon’s 2024 fiscal year.

Griffon is currently not subject to the CAMT.

The Organization for Economic Co-operation and Development (“OECD”) released the Global Anti-base Erosion Model Rules for Pillar Two (“Pillar Two”) in December 2021, which defined a 15% global minimum tax.

Australia, Canada, U.K.

and other countries have enacted or are considering changes in their tax laws and regulations based on Pillar Two, some of which become effective for the Company in 2025.

The Company will continue to evaluate the impact of these proposed and enacted legislative changes as guidance becomes available.

The Company does not expect Pillar Two to have a material impact on the financial statements.

The Organization for Economic Co-operation and Development released the Global Anti-base Erosion Model Rules for Pillar Two (“Pillar Two”), which defined a 15% global minimum tax.

Australia, Canada, U.K., Ireland, and other countries have enacted or are considering changes in their tax laws and regulations based on Pillar Two, some of which became effective for the Company in 2025.

The Company has evaluated the impact of Pillar Two under the safe harbor provisions and currently there is no impact to the Company's financial statements.

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

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

The legislation

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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

The Company evaluated the OBBBA and there is no material impact on its financial position or results of operations in the current year.

NOTE 15 – STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION

1 unchanged sentence

Additionally, on April 19, 2023, the Board of Directors declared a special cash dividend of $ 2.00 per share, paid on May 19, 2023 to shareholders of record as of the close of business on May 9, 2023.

On June 27, 2022, the Board of Directors declared a special cash dividend of $ 2.00 per share, paid on July 20, 2022.

The Company currently intends to pay dividends each quarter;

however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends.

Dividends paid on shares in the ESOP were used to offset ESOP loan payments and recorded as a reduction of debt service payments and compensation expense.

Dividends paid on shares in the ESOP through December 31, 2024 were used to offset ESOP loan payments and recorded as a reduction of debt service payments and compensation expense.

The ESOP loan was paid in full as of December 31, 2024 and dividends paid after that date are paid in cash directly to participant accounts.

For all dividends, a dividend payable was established for the holders of restricted shares;

12 unchanged sentences

As of September 30, 2025, 1,895,135 shares were available for grant.

Compensation expense for restricted stock and restricted stock units is recognized ratably over the required service period based on the fair value of the grant, calculated as the number of shares or units granted multiplied by the stock price on date of grant, and for performance shares, including performance units, the likelihood of achieving the performance criteria.

The Company recognizes forfeitures as they occur.

Compensation expense for restricted stock granted to four senior executives is calculated as the target number of shares granted, upon achieving certain performance criteria or market conditions.

The Monte Carlo Simulation Model is used to estimate the grant-date fair value restricted stock awards that include market conditions.

Compensation cost related to stock-based awards with graded vesting, generally over a period of 3 years, is recognized using the straight-line attribution method and recorded within SG&A.

GRIFFON CORPORATION

1 unchanged sentence

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

The Company recognizes forfeitures as they occur.

Compensation expense for restricted stock granted to four senior executives is calculated as the target number of shares granted, upon achieving certain performance criteria, multiplied by the stock price as valued by a Monte Carlo Simulation Model.

Compensation cost related to stock-based awards with graded vesting, generally over a period of three to four years , is recognized using the straight-line attribution method and recorded within SG&A.

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

5 unchanged sentences

________________________

(1) During the years ended September 30, 2023 and 2022, special dividend ESOP charges included in compensation expense were $ 15,494 and $ 10,538 , respectively.

(1) During the year ended September 30, 2023, special dividend ESOP charges included in compensation expense were $ 15,494 .

A summary of restricted stock activity, inclusive of restricted stock units, for 2025 is as follows:

10 unchanged sentences

During 2025, Griffon granted 579,858 shares of restricted stock and restricted stock units to its employees.

This included 166,272 shares of restricted stock and 7,832 restricted stock units granted to forty-three executives and key employees, subject to certain performance conditions, with a vesting period of 36 months with a total fair value of $ 8,225 , or a weighted average fair value of $ 47.24 per share.

This also included 387,222 shares of restricted stock granted to four senior executives with a vesting period of thirty-three months and a two-year post-vesting holding period, subject to the achievement of certain performance conditions relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index.

So long as the minimum performance conditions are attained, the amount of shares that can vest will range from 64,539 to 387,222 , with the target number of shares being 129,074 .

The total fair value of these restricted shares using the Monte Carlo Simulation model, assuming achievement of the performance conditions at target, is approximately $ 12,181 , or a weighted average fair value of $ 94.37 per share.

Additionally, Griffon granted 16,775 restricted shares to the non-employee directors of Griffon with a vesting period of one year and a fair value of $ 1,210 , or a weighted average fair value of $ 72.13 per share.

This included 137,479 shares of restricted stock and 5,432 restricted stock units granted to forty-three executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months with a total fair value of $ 9,735 , or a weighted average fair value of $ 68.12 per share.

This also included 436,947 shares of restricted stock granted to four senior executives with a vesting period of thirty-six months and a two-year post-vesting holding period, subject to the achievement of certain performance criteria and market conditions, relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index.

So long as the minimum performance and market conditions are attained, the amount of shares that can vest will range from a minimum of 72,827 to a maximum of 436,947 , with the target number of shares being 145,649 .

The total fair value of these restricted shares, assuming achievement of the performance and market conditions at target, is approximately $ 12,372 , or a weighted average fair value of $ 84.95 per share.

Additionally, Griffon granted 15,940 shares of restricted stock to the non-employee directors of Griffon with a vesting period of one year and a fair value of $ 1,100 , or a weighted average fair value of $ 69.03 per share.

During the year ended September 30, 2025, 590,366 shares granted were issued out of treasury stock.

On November 18, 2025, Griffon granted 147,141 shares of restricted stock to 29 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months , with a total fair value of $ 9,855 , or a weighted average fair value of $ 66.86 per share.

Griffon also granted 531,456 shares of restricted stock to four senior executives with a vesting period of thirty-six months and a two -year post-vesting holding period, subject to the achievement of certain performance criteria and market conditions relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index.

So long as the minimum performance and market conditions are attained, the amount of shares that can vest will range from a minimum of 88,578 to a maximum of 531,456 , with the target number of shares being 177,152 .

The total estimated fair value of these restricted shares, assuming

GRIFFON CORPORATION

1 unchanged sentence

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

On November 12, 2024, Griffon granted 142,911 shares of restricted stock and restricted stock units to 43 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months , with a total fair value of $ 9,735 , or a weighted average fair value of $ 68.12 per share.

In addition, Griffon also granted 436,947 shares of restricted stock to four senior executives with a vesting period of thirty-six months and a two -year post-vesting holding period, subject to the achievement of certain performance conditions relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index.

So long as the minimum performance conditions are attained, the amount of shares that can vest will range from a minimum of 72,827 to a maximum of 436,947 , with the target number of shares being 145,649 .

The total estimated fair value of these restricted shares, assuming achievement of the performance conditions at target, is $ 12,372 , or a weighted average fair value of $ 84.95 per share.

On April 19, 2023, the Company's Board of Directors approved a $ 200,000 increase to Griffon's share repurchase program to $ 257,955 from the prior unused authorization of $ 57,955 .

Also, on November 15, 2023, Griffon announced that the Board of Directors approved an additional increase of $ 200,000 to its share repurchase authorization.

achievement of the performance and market conditions at target, is $ 15,073 , or a weighted average fair value of $ 85.09 per share (based on the target number of shares).

On November 12, 2024, the Board of Directors approved an increase of $ 400,000 to Griffon's 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.

During the year ended September 30, 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.

The share repurchases during the year ended September 30, 2024 include the repurchase of 1,500,000 shares of common stock by the Company on February 20, 2024 pursuant to a stock purchase and cooperation agreement executed by the Company and Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P and four separately managed accounts of which Voss Capital, LLC is the investment manager, in a private transaction.

The purchase price per share was $ 65.50 , for an aggregate purchase price of $ 98,250 .

During the year ended September 30, 2025, Griffon purchased 1,897,182 shares of common stock under the repurchase program, for a total of $ 134,680 , or $ 70.99 per share, excluding excise taxes of $ 1,329 .

As of September 30, 2025, $ 298,013 remained available for the purchase of common stock under these Board authorized repurchase programs.

Subsequent to September 30, 2024 and through November 12, 2024, Griffon purchased 481,379 shares of common stock for a total of $ 32,693 , or $ 67.91 per share under these Board authorized repurchase programs.

On November 13, 2024, Griffon announced that the Board of Directors approved an additional increase of $ 400,000 to its share repurchase program which, prior to such increase, had exhausted its availability.

On September 5, 2023, Griffon repurchased 400,000 shares of its common stock, par value $ 0.25 per share, beneficially owned by two separately managed accounts of which Voss Capital, LLC is the investment manager (the “Selling Shareholders”), in a private transaction to facilitate redemptions by investors in the Selling Shareholders.

The purchase price per share was approximately $ 41.87 , for an aggregate purchase price of $ 16,746 .

The Selling Shareholders are affiliates of Voss Capital, LLC.

Cocke, the Founder, Chief Investment Officer and Managing Member of Voss Capital, LLC, was formerly a member of the Board of Directors of the Company.

These shares are included in the total shares purchased in the previous paragraph.

On February 20, 2024, Griffon repurchased 1,500,000 shares of its common stock, par value $ 0.25 per share, pursuant to a stock purchase and cooperation agreement executed by the Company and Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P and four separately managed accounts of which Voss Capital, LLC is the investment manager, in a private transaction.

The purchase price per share was $ 65.50 , for an aggregate purchase price of $ 98,250 .

During the year ended September 30, 2025, 583,978 shares, with a market value of $ 45,284 , or $ 77.54 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

This excludes excise tax benefits of $ 528 for the year ended September 30, 2025.

During the year ended September 30, 2025, we accrued $ 1,329 in connection with the share repurchases described above, which was partially offset by the reversal of $ 528 of excise taxes to adjust for a benefit related to employee vesting and a $ 107 net benefit on ESOP contributions.

As of September 30, 2025, $ 694 was accrued for excise taxes related to employee share repurchases.

NOTE 16 – COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Purchase Commitments

4 unchanged sentences

Aggregate future minimum purchase obligations at September 30, 2025 are $ 218,344 in 2026, $ 789 in 2027, $ 376 in 2028, $ 218 in 2029, $ 178 in 2030 and $ 0 thereafter.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Legal and environmental

Peekskill Site.

Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted lamp manufacturing and metal finishing operations at a location in the Town of Cortlandt, New York, just outside the city of Peekskill, New York (the “Peekskill Site”).

ISC Properties, Inc.

(“ISCP”), a wholly-owned subsidiary of Griffon, owned the Peekskill Site for approximately three years .

(“ISCP”), a wholly-owned subsidiary of Griffon, for approximately three years .

ISCP sold the Peekskill Site in November 1982.

6 unchanged sentences

Griffon does not acknowledge any responsibility to perform any investigation or remediation at the Peekskill Site.

Lightron and ISCP are being defended by an insurance company, subject to a reservation of rights, and this insurer is paying the costs of the RI.

Lightron and ISCP are being defended by an insurance company, subject to a reservation of rights, and the insurance company is paying the costs of the RI, with Lightron and ISCP paying for the FS.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Memphis, TN site.

6 unchanged sentences

The TDEC has also indicated that it will proceed with this investigation if the EPA does not act.

Since 2021, there has been no further action by the EPA or TDEC relating to the Memphis site.

It is unknown whether the EPA will add the Memphis Site to the National Priorities List, whether a site investigation will reveal contamination and, if there is contamination, the extent of any such contamination.

13 unchanged sentences

NOTE 17 – EARNINGS PER SHARE

Basic EPS (and diluted EPS in periods when a loss exists) was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding during the period.

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

Diluted EPS was calculated by dividing income available to common shareholders by the weighted average number of shares of common stock outstanding plus additional common shares that could be issued in connection with stock-based compensation.

8 unchanged sentences

Weighted average shares outstanding - diluted 46,685 49,668 54,612

Anti-dilutive restricted stock excluded from diluted EPS computation — — 2,294

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

18 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.

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;

8 unchanged sentences

Total revenue $ 2,519,926 $ 2,623,520 $ 2,685,183

Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non GAAP measures, defined as income before taxes from continuing operations, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment, and acquisition related expenses, as well other items that may affect comparability, as applicable, non GAAP measures.

Griffon defines our reportable segments based on the way the Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer, manages the operations of the Company for purposes of allocating resources and assessing segment performance.

The CODM evaluates performance and allocates resources based on segment adjusted EBITDA, a non-GAAP measure, defined as income before taxes, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment, and acquisition related expenses, as well as other items that may affect comparability, as applicable.

Segment adjusted EBITDA also excludes unallocated amounts, mainly corporate overhead.

Griffon believes this information is useful to investors for the same reason.

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

Griffon believes this information is useful to its investors for the same reason.

The following table provides a reconciliation of segment adjusted EBITDA to income before taxes:

Home and Building Products Consumer and Professional Products

For the Years Ended September 30, For the Years Ended September 30,

2025 2024 2023 2025 2024 2023

$ 1,584,182 $ 1,588,625 $ 1,588,505 $ 935,744 $ 1,034,895 $ 1,096,678

Adjusted costs of goods and services (1)

( 819,944 ) ( 819,784 ) ( 818,020 ) ( 641,977 ) ( 747,504 ) ( 836,314 )

Adjusted selling, general and administrative expenses (2)

( 287,237 ) ( 282,875 ) ( 274,163 ) ( 258,148 ) ( 262,571 ) ( 263,559 )

Depreciation and amortization

17,592 15,349 15,066 44,856 44,797 49,811

Other segment items (3)

( 17 ) ( 314 ) ( 512 ) 5,070 3,015 3,727

Segment Adjusted EBITDA (4)

$ 494,576 $ 501,001 $ 510,876 $ 85,545 $ 72,632 $ 50,343

GRIFFON CORPORATION

8 unchanged sentences

Unallocated amounts, excluding depreciation (5)

Adjusted EBITDA 513,602 505,332 458,158

( 57,828 ) ( 60,031 ) ( 55,887 )

Net interest expense ( 93,857 ) ( 101,652 ) ( 99,351 )

Depreciation and amortization ( 63,014 ) ( 60,704 ) ( 65,445 )

Goodwill and intangible impairments — ( 109,200 ) ( 517,027 )

Goodwill and intangible asset impairments

( 243,612 ) — ( 109,200 )

Impact of retirement plan events

Gain (loss) on sale of real estate

8,279 ( 61 ) 12,655

Strategic review - retention and other ( 3,883 ) ( 10,594 ) ( 20,225 )

Restructuring charges — ( 41,309 ) ( 92,468 )

2 unchanged sentences

Acquisition costs — ( 441 ) —

Strategic review - retention and other ( 10,594 ) ( 20,225 ) ( 9,683 )

Fair value step-up of acquired inventory sold — ( 491 ) —

Special dividend ESOP charges — — ( 15,494 )

Gain (loss) on sale of buildings ( 61 ) 12,655 —

Proxy expenses — — ( 2,685 )

Fair value step-up of acquired inventory sold ( 491 ) — ( 5,401 )

Income (loss) before taxes from continuing operations $ 296,650 $ 112,682 $ ( 270,879 )

Income before taxes

$ 127,371 $ 296,650 $ 112,682

__________________________________

(1) Adjusted costs of goods and services excludes restructuring and other costs and acquisition related expenses, and includes depreciation and amortization.

(2) Adjusted selling, general and administrative expenses excludes strategic review - retention and other expenses, special dividend ESOP charges, restructuring and other costs, and goodwill and intangible asset impairments, and includes depreciation and amortization.

(3) The Other segment items category includes rental income, foreign exchange gains/losses and other miscellaneous expenses.

(4) Segment Adjusted EBITDA includes other income and excludes depreciation, amortization and normalized items.

(5) Unallocated amounts mainly consists of corporate overhead costs maintained at the corporate level, which is not allocated to the business segments.

These expenses include equity-based compensation costs, expenses relating to treasury, accounting, consulting, advisory, legal, tax and audit, insurance, financial reporting services and various administrative expenses related to the corporate headquarters.

For the Years Ended September 30,

13 unchanged sentences

Total consolidated capital expenditures $ 52,435 $ 68,399 $ 63,604

________________________

(1) During the year ended September 30, 2023, HBP's capital expenditures included approximately $ 6,000 in connection with the purchase of HBP's Mason headquarters.

(2) During the year ended September 30, 2023, CPP's capital expenditures included approximately $ 23,207 in connection with the purchase of CPP's Ocala, Florida manufacturing facility.

(3) During the years ended September, 30, 2024 and 2023, CPP capital expenditures excludes proceeds from the sale of real estate and equipment of approximately $ 13,271 and $ 8,900 , respectively.

(4) During the year ended September 30, 2023, Corporate's capital expenditures exclude proceeds from the sale of real estate of approximately $ 11,800 .

GRIFFON CORPORATION

1 unchanged sentence

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

(2) During the year ended September 30, 2023, CPP's capital expenditures included approximately $ 23,207 in connection with the purchase of CPP's Ocala, Florida manufacturing facility.

(3) During the years ended September 30, 2025, 2024 and 2023, CPP capital expenditures excludes proceeds from the sale of real estate and equipment of approximately $ 17,729 , $ 13,271 and $ 8,900 , respectively.

(4) During the year ended September 30, 2023, Corporate's capital expenditures exclude proceeds from the sale of real estate of approximately $ 11,800 .

At September 30, 2025 At September 30, 2024

11 unchanged sentences

The aggregate net book value of these properties as of September 30, 2025 totaled $ 5,609 .

The Company’s long-lived assets are concentrated primarily in the United States, which accounted for approximately 84 % and 85 % of the Company’s total long-lived assets as of September 30, 2025 and 2024, respectively.

No foreign country accounted for more than 10% of the Company’s total long-lived assets as of September 30, 2025 and 2024.

Disaggregation of Revenue

3 unchanged sentences

Residential repair and remodel (1)

$ 771,585 $ 769,691 $ 757,088

Commercial 676,626 684,388 700,112

Residential new construction (1)

135,971 134,546 131,305

Total Home and Building Products 1,584,182 1,588,625 1,588,505

6 unchanged sentences

Total Revenue $ 2,519,926 $ 2,623,520 $ 2,685,183

_____________________________________

(1) The breakout between residential new construction and residential repair and remodel contains certain management assumptions, such as customer and product type.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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

7 unchanged sentences

Total Revenue $ 1,584,182 $ 935,744 $ 2,519,926

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

For the Year Ended September 30, 2024

17 unchanged sentences

As a percentage of Griffon's consolidated revenue, sales to The Home Depot approximated 10 %, 11 % and 12 % in 2025, 2024 and 2023, respectively.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

NOTE 20 – OTHER INCOME (EXPENSE)

For the years ended September 30, 2024, 2023 and 2022, Other income (expense) from continuing operations of $ 1,766 , $ 2,928 and $ 6,881 , respectively, includes ($ 333 ), $ 302 and $ 305 , respectively, of net currency exchange transaction gains (losses) from receivables and payables held in non-functional currencies, $ 148 , $ 469 and $( 225 ), respectively, of net gains or (losses) on investments, and $( 137 ), $( 866 ) and $ 4,256 , respectively, of net periodic benefit plan income (expense).

Other income (expense) also includes rental income of $ 0 , $ 212 and $ 689 and royalty income of $ 2,198 , $ 2,104 and $ 2,250 for the years ended September 30, 2024, 2023 and 2022, respectively.

For the years ended September 30, 2025, 2024 and 2023, Other income (expense) of $ 6,672 , $ 1,766 and $ 2,928 , respectively, includes $ 474 , ($ 333 ) and $ 302 , respectively, of net currency exchange transaction gains (losses) from receivables and payables held in non-functional currencies, ($ 948 ), $ 148 and $ 469 , respectively, of net gains (losses) on investments, and $ 5,411 , ($ 137 ) and ($ 866 ), respectively, of net periodic benefit plan income (expense) For the year ended September 30, 2025, net periodic benefit plan income (expense) of $ 5,411 includes a gain of $ 4,621 associated with the termination of the Hunter Fan Pension Plan and a charge of $ 951 related to the establishment of a new retiree medical plan.

Other income (expense) also includes royalty income of $ 2,201 , $ 2,198 and $ 2,104 for the years ended September 30, 2025, 2024 and 2023, respectively.

NOTE 21 - OTHER COMPREHENSIVE INCOME (LOSS)

7 unchanged sentences

Total other comprehensive income (loss) $ ( 15,676 ) $ 1,780 $ ( 13,896 ) $ 12,528 $ ( 542 ) $ 11,986 $ 13,502 $ ( 774 ) $ 12,728

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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

7 unchanged sentences

2025 2024 2023

Net income (loss) $ 209,897 $ 77,617 $ ( 191,558 )

$ 51,110 $ 209,897 $ 77,617

Other comprehensive income (loss), net of taxes ( 13,896 ) 11,986 12,728

Comprehensive income (loss) $ 37,214 $ 221,883 $ 90,345

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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

24 unchanged sentences

For finance leases and impaired operating leases, the ROU asset is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability.

For leases with a lease term of

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Consolidated Balance Sheets.

For leases with a lease term of 12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Consolidated Balance Sheets.

Variable lease cost for both operating and finance leases, if any, is recognized as incurred.

10 unchanged sentences

(b) Not recorded on the balance sheet.

GRIFFON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Supplemental cash flow information were as follows:

32 unchanged sentences

$ 41,883 $ 116

2026 36,262 116

2027 30,944 54

2028 25,368 50

2029 20,455 50

Thereafter 60,825 —

10 unchanged sentences

Finance Leases 6.76 % 6.70 %

NOTE 23 – SUBSEQUENT EVENTS

On November 12, 2024, the Board of Directors declared a cash dividend of $ 0.18 per share, payable on December 18, 2024 to shareholders of record as of the close of business on November 25, 2024.

Griffon currently intends to pay dividends each quarter;

however, payment of dividends is determined by the Board of Directors, at its discretion, based on various factors, and no assurance can be provided as to the payment of future dividends.

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.

On November 13, 2024, Griffon announced a $ 400,000 increase to its share repurchase program which, prior to such increase, had exhausted its availability.

The total estimated fair value of these restricted shares, assuming achievement of the performance conditions at target, is $ 12,372 , or a weighted average fair value of $ 84.95 per share.

GRIFFON CORPORATION

20 unchanged sentences

Inventory valuation (1)

$ 22,875 $ 44,570 $ ( 11,692 ) $ ( 16 ) $ 55,737

Deferred tax valuation allowance $ 13,490 $ 4,502 $ — $ — $ 17,992

___________________________________________

(1) For the year ended September 30, 2022, Other primarily consists of foreign currency and opening balances of reserves assumed from the Hunter acquisition.

(1) In connection with the Company's restructuring activities described in Note 10 - Restructuring Charges, during the years ended September 30, 2024 and 2023, CPP recorded inventory impairment charges of $ 23,763 and $ 37,100 , respectively, to adjust inventory to its net realizable value.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data