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Item 1. Financial Statements

2026-02-06 compared with 2025-08-06 · 313 added, 466 removed, 541 unchanged (59% of the section changed)

38 unchanged sentences

GRIFFON CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Nine Months Ended June 30, 2025

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Three Months Ended December 31, 2025 and 2024

COMMON STOCK CAPITAL IN

7 unchanged sentences

Dividend — — — ( 10,089 ) — — — — ( 10,089 )

Shares withheld on employee taxes on vested equity awards including excise taxes — — — — 64 ( 5,342 ) — — ( 5,342 )

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

Shares withheld on employee taxes on vested equity awards — — — — 160 ( 11,846 ) — — ( 11,846 )

Common stock acquired including excise taxes — — — — 247 ( 18,500 ) — — ( 18,500 )

Equity awards granted, net — — ( 17,345 ) — ( 634 ) 17,345 — — —

ESOP allocation of common stock including excise taxes — — 537 — — 104 — — 641

Stock-based compensation — — 6,427 — — — — — 6,427

1 unchanged sentence

Balance at December 31, 2025 84,746 $ 21,187 $ 679,235 $ 533,346 38,173 $ ( 1,057,497 ) $ ( 67,368 ) $ — $ 108,903

Net income — — — 56,762 — — — — 56,762

Dividend — — — ( 8,494 ) — — — — ( 8,494 )

Shares withheld on employee taxes on vested equity awards including excise taxes — — — — 520 ( 39,407 ) — — ( 39,407 )

Common stock acquired including excise taxes — — — — 420 ( 30,827 ) — — ( 30,827 )

Equity awards granted, net — — ( 1,238 ) — ( 49 ) 1,238 — — —

Stock-based compensation — — 6,515 — — — — — 6,515

Other comprehensive income, net of tax — — — — — — 2,417 — 2,417

Balance at March 31, 2025 84,746 $ 21,187 $ 676,084 $ 572,365 37,515 $ ( 981,588 ) $ ( 73,306 ) $ — $ 214,742

Net loss — — — ( 120,139 ) — — — — ( 120,139 )

Dividend — — — ( 8,465 ) — — — — ( 8,465 )

Common stock acquired including excise taxes — — — — 581 ( 40,652 ) — — ( 40,652 )

Equity award termination — — 323 — 12 ( 323 ) — — —

Stock-based compensation — — 5,968 — — — — — 5,968

Other comprehensive income, net of tax — — — — — — 12,446 — 12,446

Balance at June 30, 2025 84,746 $ 21,187 $ 682,375 $ 443,761 38,108 $ ( 1,022,563 ) $ ( 60,860 ) $ — $ 63,900

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

GRIFFON CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Nine Months Ended June 30, 2024

COMMON STOCK CAPITAL IN

5 unchanged sentences

Balance at September 30, 2024

84,746 $ 21,187 $ 677,028 $ 461,442 36,443 $ ( 876,527 ) $ ( 58,024 ) $ ( 218 ) $ 224,888

Net income — — — 70,851 — — — — 70,851

Dividend — — — ( 8,196 ) — — — — ( 8,196 )

Shares withheld on employee taxes on vested equity awards including excise taxes — — — — 221 ( 11,604 ) — — ( 11,604 )

Shares withheld on employee taxes on vested equity awards — — — — 64 ( 5,342 ) — — ( 5,342 )

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

5 unchanged sentences

Balance at December 31, 2024

Net income — — — 64,143 — — — — 64,143

Dividend — — — ( 7,289 ) — — — — ( 7,289 )

Shares withheld on employee taxes on vested equity awards including excise taxes — — — — 375 ( 22,722 ) — — ( 22,722 )

Amortization of deferred compensation — — — — — — — 586 586

Common stock acquired including excise taxes — — — — 1,803 ( 118,964 ) — — ( 118,964 )

Equity awards granted, net — — ( 9,492 ) — ( 428 ) 9,492 — — —

ESOP allocation of common stock — — 2,457 — — — — — 2,457

Stock-based compensation — — 3,849 — — — — — 3,849

Other comprehensive income, net of tax — — — — — — ( 4,896 ) — ( 4,896 )

Balance at March 31, 2024 84,746 $ 21,187 $ 662,689 $ 372,722 35,109 $ ( 788,644 ) $ ( 64,431 ) $ ( 1,337 ) $ 202,186

Net income — — — 41,086 — — — — 41,086

Dividend — — — ( 7,458 ) — — — — ( 7,458 )

Amortization of deferred compensation — — — — — — — 553 553

Common stock acquired including excise taxes — — — — 284 ( 19,294 ) — — ( 19,294 )

ESOP allocation of common stock including excise taxes — — 2,451 — — 509 — — 2,960

Stock-based compensation — — 4,699 — — — — — 4,699

Other comprehensive income, net of tax — — — — — — ( 1,222 ) — ( 1,222 )

Balance at June 30, 2024 84,746 $ 21,187 $ 669,839 $ 406,350 35,393 $ ( 807,429 ) $ ( 65,653 ) $ ( 784 ) $ 223,510

84,746 $ 21,187 $ 670,807 $ 524,097 36,624 $ ( 912,592 ) $ ( 75,723 ) $ — $ 227,776

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

2 unchanged sentences

(in thousands, except per share data)

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

Three Months Ended December 31,

Revenue $ 649,088 $ 632,371

2 unchanged sentences

Selling, general and administrative expenses 153,406 152,181

Goodwill and intangible asset impairments 243,612 — 243,612 —

Total operating expenses 391,249 159,810 694,477 469,830

Income (loss) from operations ( 126,001 ) 89,339 87,258 286,625

Income from operations 113,359 112,095

Other income (expense)

1 unchanged sentence

Interest income 357 406

Gain (loss) on sale of real estate 122 ( 725 ) 8,279 ( 167 )

Gain on sale of real estate — 7,974

Loss from debt extinguishment ( 556 ) —

1 unchanged sentence

Total other expense, net ( 23,393 ) ( 14,675 )

Income (loss) before taxes ( 149,200 ) 61,009 26,857 209,724

Provision (benefit) for income taxes ( 29,061 ) 19,923 19,383 62,318

Net income (loss) $ ( 120,139 ) $ 41,086 $ 7,474 $ 147,406

Basic earnings (loss) per common share $ ( 2.65 ) $ 0.87 $ 0.16 $ 3.08

Income before taxes 89,966 97,420

Provision for income taxes 25,579 26,569

Net income $ 64,387 $ 70,851

Basic earnings per common share $ 1.44 $ 1.56

Basic weighted-average shares outstanding 44,655 45,538

Diluted earnings (loss) per common share $ ( 2.65 ) $ 0.84 $ 0.16 $ 2.94

Diluted earnings per common share $ 1.41 $ 1.49

Diluted weighted-average shares outstanding 45,765 47,541

Dividends paid per common share $ 0.22 $ 0.18

Net income (loss) $ ( 120,139 ) $ 41,086 $ 7,474 $ 147,406

Net income $ 64,387 $ 70,851

Other comprehensive income (loss), net of taxes:

3 unchanged sentences

Total other comprehensive income (loss), net of taxes 4,552 ( 17,699 )

Comprehensive income (loss), net $ ( 107,693 ) $ 39,864 $ 4,638 $ 151,763

Comprehensive income, net $ 68,939 $ 53,152

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

2 unchanged sentences

(in thousands)

Nine Months Ended June 30,

Three Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Stock-based compensation 6,427 5,378

Goodwill and intangible asset impairments 243,612 —

Asset impairment charges - restructuring — 22,979

Provision for losses on accounts receivable 1,862 1,182

1 unchanged sentence

Loss from debt extinguishment 556 —

Deferred income tax benefit ( 25,000 ) —

Loss (gain) on sale of assets and investments 16 ( 1,448 )

Pension and other post-retirement non-cash charges

Loss on sale of assets and investments

Gain on sale of real estate — ( 7,974 )

Change in assets and liabilities:

(Increase) decrease in accounts receivable 38,311 ( 6,051 )

Decrease in accounts receivable 15,826 35,445

(Increase) decrease in inventories 1,939 ( 393 )

(Increase) decrease in prepaid and other assets 2,230 ( 3,351 )

Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities ( 23,342 ) 19,454

Increase in prepaid and other assets ( 3,510 ) ( 5,066 )

Increase in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities 286 25,941

Other changes, net 154 111

7 unchanged sentences

Purchase of shares for treasury ( 30,308 ) ( 49,083 )

Proceeds from long-term debt 63,000 179,500

Payments of long-term debt ( 60,000 ) ( 50,000 )

4 unchanged sentences

Net cash used in operating activities ( 730 ) ( 180 )

Net cash provided by investing activities 137 —

Net cash used in discontinued operations ( 730 ) ( 180 )

1 unchanged sentence

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS

( 3,765 ) 37,514

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 99,045 114,438

19 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.

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;

3 unchanged sentences

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

On February 5, 2026, Griffon announced it entered into a definitive agreement to form a joint venture with ONCAP, the mid-market private equity platform of Onex Corporation (TSX:ONEX), to create a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers.

The joint venture will combine the United States and Canada businesses of Griffon’s AMES Companies (“AMES”) with the Bellota Tools, Corona, and Burgon & Ball businesses of Venanpri, an ONCAP majority-owned portfolio company.

The joint venture will be managed as a subsidiary of Venanpri which, together with other affiliates of ONCAP, will hold a 57 % equity interest.

Upon closing of the transaction, Griffon will receive consideration of $ 100,000 in cash, subject to working capital adjustments, will enter into a credit agreement with the joint venture to evidence a $ 161,100 second-lien loan provided to the joint venture, and will participate in the governance and oversight of the joint venture as a 43 % equity holder.

Griffon will accrue interest receivable on the second-lien loan through the date of maturity.

The joint venture will be financed through committed debt financing, in addition to the second-lien loan provided by Griffon.

This transaction is subject to customary closing conditions and, after closing, which is expected to occur by June 2026, Griffon’s interest in the joint venture will be accounted for as an equity method investment.

Any gain or loss as the result of this transaction will be determined at closing.

Additionally, Griffon announced the initiation of a comprehensive review of strategic alternatives for its AMES Australia operations and AMES United Kingdom operations.

As a result of these actions, beginning with Griffon’s second quarter 2026 reporting, AMES’ U.S., Canada, Australia, and U.K.

operations, which are currently part of Griffon’s CPP segment, will be reported as discontinued operations.

Furthermore, in connection with these actions, we announced that the remaining reporting unit within the CPP segment, the Hunter Fan Company, will be combined with Griffon’s HBP segment.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Basis of Presentation

11 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.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumptions 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 and the accompanying disclosures.

Significant estimates include expected loss allowances for credit losses 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, assumptions 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 and the accompanying disclosures.

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

8 unchanged sentences

• Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

On June 30, 2025, the fair values of Griffon’s 2028 Senior Notes and Term Loan B facility approximated $ 971,120 and $ 451,564 , respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

On December 31, 2025, the fair values of Griffon’s Senior Notes and Term Loan B facility approximated $ 972,338 and $ 390,459 , respectively.

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

Insurance contracts with values of $ 4,959 at June 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 Condensed Consolidated Balance Sheets.

Insurance contracts with values of $ 5,261 at December 31, 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 Condensed Consolidated Balance Sheets.

Items Measured at Fair Value on a Recurring Basis

1 unchanged sentence

To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options.

As of June 30, 2025, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S.

At June 30, 2025, Griffon had $ 38,000 of Australian Dollar contracts at a weighted average rate of $ 1.51 which qualified for hedge accounting (Level 2 inputs).

As of December 31, 2025, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S.

At December 31, 2025, Griffon had $ 69,000 of Australian Dollar contracts at a weighted average rate of $ 1.50 which qualified for hedge accounting (Level 2 inputs).

These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in Accumulated other comprehensive income (loss) ("AOCI") and Prepaid and other current assets, or Accrued liabilities, until settlement.

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

AOCI included deferred gains of $ 446 ($ 312 , net of tax) at June 30, 2025.

Upon settlement, gains of $ 758 and $ 3,023 were recorded in COGS during the three and nine months ended June 30, 2025.

AOCI included a deferred loss of $ 587 ($ 411 , net of tax) at December 31, 2025.

Upon settlement, gains of $ 536 were recorded in COGS during the three months ended December 31, 2025.

All contracts expire in 30 to 210 days.

At June 30, 2025, Griffon had $ 19,000 of Chinese Yuan contracts at a weighted average rate of $ 7.10 which qualified for hedge accounting (level 2 inputs).

At December 31, 2025, Griffon had $ 14,500 of Chinese Yuan contracts at a weighted average rate of $ 7.07 which qualified for hedge accounting (Level 2 inputs).

These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in AOCI and Prepaid and other current assets, or Accrued liabilities, until settlement.

Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Income (Loss) in COGS.

AOCI included deferred gains of $ 16 ($ 12 , net of tax) at June 30, 2025.

Upon settlement, losses of $ 295 and $ 903 were recorded in COGS during the three and nine months ended June 30, 2025, respectively.

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

AOCI included deferred gains of $ 237 ($ 173 , net of tax) at December 31, 2025.

Upon settlement, gains of $ 62 were recorded in COGS during the three months ended December 31, 2025.

All contracts expire in 30 to 181 days.

At June 30, 2025, Griffon had $ 8,565 of Canadian Dollar contracts at a weighted average rate of $ 1.37 .

At December 31, 2025, Griffon had $ 6,300 of Canadian Dollar contracts at a weighted average rate of $ 1.37 .

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

Dollar based purchases, do not qualify for hedge accounting.

For the three and nine months ended June 30, 2025, fair value losses of $ 436 and $ 247 were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs).

Realized gains of $ 14 and $ 148 were recorded in Other income during the three and nine months ended June 30, 2025 for all settled contracts.

For the three months ended December 31, 2025, fair value losses of $ 112 were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (Level 2 inputs).

Realized losses of $ 15 were recorded in Other income during the three months ended December 31, 2025 for all settled contracts.

All contracts expire in 30 to 240 days.

At December 31, 2025, Griffon had CAD $ 3,923 of Chinese Yuan contracts at a weighted average rate of CAD $ 5.10 .

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 $ 29 were recorded in Other assets and to Other income for the outstanding contracts, based on similar contract values (Level 2 inputs), for the three months ended December 31, 2025.

Realized gains were $ 10 during the three months ended December 31, 2025.

All contracts expire in 15 to 240 days.

NOTE 3 – REVENUE

4 unchanged sentences

For each performance obligation, revenue is recognized when control of the promised products is transferred to the customer, or services are satisfied under the contract or purchase order, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price).

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.

For a complete explanation of Griffon’s revenue accounting policies, this note should be read in conjunction with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2024.

See Note 13 - Reportable Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location.

NOTE 4 – ACQUISITIONS

Griffon continually evaluates potential acquisitions that either strategically fit within its portfolio or expand its portfolio into new product lines or adjacent markets.

Griffon has completed a number of acquisitions that have been accounted for as business combinations, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition and have resulted in the recognition of goodwill.

The operating results of business acquisitions are included in Griffon’s consolidated financial statements from the date of acquisition.

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 of 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 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 ).

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

For a complete explanation of Griffon’s revenue accounting policies, this note should be read in conjunction with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2025.

See Note 12 - Reportable Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location.

NOTE 4 – INVENTORIES

1 unchanged sentence

The following table details the components of inventory:

At June 30, 2025 At September 30, 2024

At December 31, 2025 At September 30, 2025

Raw materials and supplies $ 87,273 $ 89,305

2 unchanged sentences

Total $ 440,320 $ 440,772

In connection with the Company's restructuring activities described in Note 17 - Restructuring Charges, during the nine months ended June 30, 2024, CPP recorded inventory impairment charges of $ 22,979 to adjust inventory to its net realizable value.

There were no impairment charges recorded during the nine months ended June 30, 2025.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

The following table details the components of property, plant and equipment, net:

At June 30, 2025 At September 30, 2024

At December 31, 2025 At September 30, 2025

Land, building and building improvements $ 161,634 $ 160,233

5 unchanged sentences

Total $ 293,095 $ 293,528

(1) Machinery and Equipment includes approximately $ 35,012 and $ 36,443 of construction in progress assets as of June 30, 2025 and September 30, 2024, respectively.

Depreciation and amortization expense for property, plant and equipment was $ 9,974 and $ 9,389 for the quarters ended June 30, 2025 and 2024, respectively, and $ 29,682 and $ 28,155 for the nine months ended June 30, 2025 and 2024, respectively.

Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses was $ 4,253 and $ 4,124 for the quarters ended June 30, 2025 and 2024, respectively and $ 12,675 and $ 12,218 for the nine months ended June 30, 2025 and 2024, respectively.

(1) Machinery and equipment includes approximately $ 23,236 and $ 33,239 of construction in progress assets as of December 31, 2025 and September 30, 2025, respectively.

Depreciation and amortization expense for property, plant and equipment was $ 9,844 and $ 9,850 for the quarters ended December 31, 2025 and 2024, respectively.

Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses was $ 3,923 and $ 4,334 for the quarters ended December 31, 2025 and 2024, respectively.

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

In connection with the expansion of CPP's U.S.

global sourcing strategy announced on May 3, 2023, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale, and the net book value of these properties as of June 30, 2025 and September 30, 2024 totaled $ 5,289 and $ 14,532 , respectively.

During the quarter ended June 30, 2025, in connection with the goodwill and intangible indefinite-lived asset impairment event described in Note 8, 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.

The net book value of certain owned CPP manufacturing properties, which ceased operations and have met the criteria to be classified as held for sale totaled $ 5,534 and $ 5,609 as of December 31, 2025 and September 30, 2025, respectively.

During the three months ended December 31, 2025, no event or indicator of impairment occurred which would require testing of property, plant and equipment.

GRIFFON CORPORATION AND SUBSIDIARIES

3 unchanged sentences

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 discounts, credit losses and returns.

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 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 credit losses 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.

Allowance for discounts and returns are recorded as a reduction of revenue and the provision related to the allowance for credit losses is recorded in SG&A expenses.

The expected allowance for credit losses represents estimated uncollectible receivables associated with potential customer defaults on contractual payment obligations (usually due to customers’ potential insolvency) and estimates for returns.

As of December 31, 2025 and September 30, 2025, the allowance for credit losses includes an allowance for sales returns of $ 3,447 and $ 2,876 , respectively.

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.

1 unchanged sentence

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

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 the accounting guidance for credit losses on financial instruments, including trade receivables, in all material respects.

The following table provides a roll-forward of the allowance for doubtful accounts, including provisions for expected credit losses that is deducted from gross accounts receivable to present the net amount expected to be collected:

Nine months ended June 30,

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 expected allowances for credit losses is in accordance with the accounting guidance for credit losses on financial instruments, including trade receivables, in all material respects.

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

Three months ended December 31,

Beginning Balance, October 1 $ 10,086 $ 10,986

2 unchanged sentences

Other, primarily foreign currency translation 129 ( 68 )

Ending Balance, June 30 $ 11,485 $ 11,009

Ending Balance, December 31 $ 11,354 $ 11,766

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 7 – GOODWILL AND OTHER INTANGIBLES

For the quarter ended June 30, 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, in connection with the preparation of our financial statements for the quarter and nine months ended June 30, 2025, 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.

Indicators of impairment were not present for the HBP reportable segment or the AMES reporting unit in the CPP reportable segment during the quarter and nine months ended June 30, 2025.

The following table provides a summary of the carrying value of goodwill by segment as of June 30, 2025 and September 30, 2024, as follows:

At September 30, 2024 Impairment Charges Goodwill from acquisitions (2)

Foreign currency translation adjustments

At June 30, 2025

The following table provides a summary of the carrying value of goodwill by segment as of December 31, 2025 and September 30, 2025, as follows:

Home and Building Products $ 191,253

AMES 1,528 — 230 ( 94 ) 1,664

Hunter Fan (1)

136,612 ( 136,612 ) — — —

Consumer and Professional Products 1,664

Total $ 192,917

(1) Accumulated impairment charges at June 30, 2025 and September 30, 2024 were $ 250,612 and $ 114,000 , respectively.

(2) The increase is due to final purchase price allocation adjustments recorded during the nine months ended June 30, 2025 related to the 2024 Pope acquisition.

In connection with the preparation of our financial statements for the quarter ended June 30, 2025, indicators of impairment were present for our Hunter Fan indefinite-lived intangible asset as 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 values to their carrying amounts, resulting in a pre-tax, non-cash impairment charge of $ 107,000 to the carrying amount of Hunter Fan's trademark.

There were no other indicators of impairment for the Company's remaining indefinite-lived intangible assets.

The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets:

At June 30, 2025 At September 30, 2024

At December 31, 2025 At September 30, 2025

Gross Carrying Amount Accumulated

6 unchanged sentences

Total intangible assets $ 653,349 $ 170,005 $ 651,768 $ 163,654

The gross carrying amount of intangible assets was impacted by $ 962 related to unfavorable foreign currency translation.

Amortization expense for intangible assets was $ 5,848 and $ 5,858 for the quarters ended June 30, 2025 and 2024, respectively, and $ 17,404 and $ 16,995 for the nine months ended June 30, 2025 and 2024, respectively.

The gross carrying amount of intangible assets was favorably impacted by $ 1,581 related to foreign currency translation.

Amortization expense for intangible assets was $ 5,859 and $ 5,764 for the quarters ended December 31, 2025 and 2024, respectively.

Amortization expense for the remainder of 2026 and the next five fiscal years and thereafter, based on current intangible balances and classifications, is estimated as follows:

6 unchanged sentences

thereafter $ 163,957 .

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Indicators of impairment were not present for any of Griffon's reporting units during the three months ended December 31, 2025 and 2024, respectively.

NOTE 8 – INCOME TAXES

During the quarter ended June 30, 2025, the Company recognized a tax benefit of $ 29,061 on a loss before taxes of $ 149,200 , compared to a tax provision of $ 19,923 on income before taxes of $ 61,009 in the prior year quarter.

The current year quarter results included goodwill and intangible asset impairments of $ 243,612 ($ 217,154 , net of tax);

strategic review costs - retention and other of $ 1,033 ($ 773 , net of tax);

gain on sale of real estate of $ 122 ($ 90 , net of tax);

and discrete and certain other tax benefits, net, that affect comparability of $ 28,451 .

The prior year quarter results included restructuring charges of $ 18,688 ($ 13,991 , net of tax);

strategic review costs - retention and other of $ 1,870 ($ 1,390 , net of tax);

loss on debt extinguishment of $ 1,700 ($ 1,292 , net of tax);

loss on sale of real estate of $ 725 ($ 520 , net of tax);

During the quarter ended December 31, 2025, the Company recognized a tax provision of $ 25,579 on income before taxes of $ 89,966 , compared to a tax provision of $ 26,569 on income before taxes of $ 97,420 in the prior year quarter.

The current year quarter results included the impact of retirement plan events of $ 1,609 ($ 1,224 , net of tax);

loss from debt extinguishment of $ 556 ($ 423 , net of tax);

and discrete and certain other tax provisions, net, that affect comparability of $ 268 .

Excluding these items, the effective tax rates for the quarters ended June 30, 2025 and 2024 were 27.4 % and 27.9 %, respectively.

During the nine months ended June 30, 2025, the Company recognized a tax provision of $ 19,383 on income before taxes of $ 26,857 , compared to a tax provision of $ 62,318 on income before taxes of $ 209,724 in the comparable prior year period.

The nine month period ended June 30, 2025 included goodwill and intangible asset impairments of $ 243,612 ($ 217,154 , net of tax);

The prior year quarter results included a gain on the sale of real estate of $ 7,974 ($ 5,943 , net of tax);

strategic review costs - retention and other of $ 1,651 ($ 1,215 , net of tax);

gain on sale of real estate of $ 8,279 ($ 6,169 , net of tax);

and discrete and other tax benefits, net, that affect comparability of $ 28,626 .

The nine month period ended June 30, 2024 included restructuring charges of $ 33,489 ($ 24,973 , net of tax);

strategic review - retention and other of $ 9,204 ($ 6,887 , net of tax);

loss on debt extinguishment of $ 1,700 ($ 1,292 , net of tax);

loss on sale of real estate of $ 167 ($ 105 , net of tax);

and discrete and certain other tax provisions, net, that affect comparability of $ 2,640 .

Excluding these items, the effective tax rates for the nine months ended June 30, 2025 and 2024 were 27.6 % and 27.9 %, respectively.

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

The Company is currently evaluating the OBBBA and does not expect a material impact on its financial position or results of operations.

and discrete and certain other tax benefits, net, that affect comparability of $ 250 .

Excluding these items, the effective tax rates for the quarters ended December 31, 2025 and 2024 were 28.0 % and 27.7 %, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 9 – LONG-TERM DEBT

Debt at June 30, 2025 and September 30, 2024 consisted of the following:

At June 30, 2025 At September 30, 2024

Debt at December 31, 2025 and September 30, 2025 consisted of the following:

At December 31, 2025 At September 30, 2025

Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate Outstanding Balance Original Issuer Premium/(Discount) Capitalized Fees & Expenses Balance Sheet Coupon Interest Rate

3 unchanged sentences

Non US lines of credit (c) — — ( 9 ) ( 9 ) Variable — — ( 34 ) ( 34 ) Variable

Other long term debt (d) 294 — — 294 Variable 410 — ( 22 ) 388 Variable

(d) 384 — — 384 Variable 251 — — 251 Variable

Totals 1,364,159 ( 262 ) ( 9,668 ) 1,354,229 1,424,026 ( 340 ) ( 11,196 ) 1,412,490

1 unchanged sentence

Long-term debt $ 1,356,040 $ ( 262 ) $ ( 9,668 ) $ 1,346,110 $ 1,415,923 $ ( 340 ) $ ( 11,196 ) $ 1,404,387

Interest expense for the three and nine months ended June 30, 2025 and 2024 consists of the following:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Interest expense for the three months ended December 31, 2025 and 2024 consists of the following:

Three Months Ended December 31, 2025 Three Months Ended December 31, 2024

Effective Interest Rate Cash Interest Amort.

14 unchanged sentences

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

Nine Months Ended June 30, 2025 Nine Months Ended June 30, 2024

Effective Interest Rate Cash Interest Amort.

Debt (Premium)/Discount Amort.

Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort.

Debt (Premium)/Discount Amort.

Debt Issuance Costs & Other Fees Total Interest Expense

Senior notes due 2028 (a) 6.0 % $ 42,045 $ ( 36 ) $ 1,515 $ 43,524 6.0 % $ 42,037 $ ( 36 ) $ 1,515 $ 43,516

Term Loan B due 2029 (b) 7.0 % 22,746 104 938 23,788 8.2 % 27,314 128 992 28,434

Revolver due 2028 (b) Variable 5,354 — 559 5,913 Variable 6,253 — 559 6,812

Non US lines of credit (c) Variable 113 — 44 157 Variable 33 — 11 44

Other long term debt (d) Variable 151 — — 151 Variable 478 — 1 479

Capitalized interest ( 579 ) — — ( 579 ) ( 813 ) — — ( 813 )

Totals $ 69,830 $ 68 $ 3,056 $ 72,954 $ 75,302 $ 92 $ 3,078 $ 78,472

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(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 .

As of June 30, 2025, outstanding 2028 Senior Notes due totaled $ 974,775 ;

As of December 31, 2025, outstanding Senior Notes due totaled $ 974,775 ;

interest is payable semi-annually on March 1 and September 1.

1 unchanged sentence

The Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer.

The fair value of the 2028 Senior Notes approximated $ 971,120 on June 30, 2025 based upon quoted market prices (Level 1 inputs).

At June 30, 2025, $ 5,386 of underwriting fees and other expenses incurred remained to be amortized.

The fair value of the Senior Notes approximated $ 972,338 on December 31, 2025 based upon quoted market prices (Level 1 inputs).

At December 31, 2025, $ 4,376 of underwriting fees and other expenses incurred remained to be amortized.

(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, Griffon prepaid $ 325,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance.

As of June 30, 2025, the Term Loan B outstanding balance was $ 451,000 .

On June 26, 2024, Griffon further amended its Credit Agreement to favorably reprice the Term Loan B facility.

Additionally, during 2024 Griffon further amended its Credit Agreement to favorably reprice the Term Loan B facility.

The amendment reduced the margin above Secured Overnight Financing Rate ("SOFR") by 0.25 %, eliminated the credit spread adjustment and reduced the SOFR floor from 0.50 % to 0 %.

In connection with the amendment, Griffon recognized a $ 1,700 loss on debt extinguishment 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 June 30, 2025, $ 4,482 of costs incurred remained to be amortized.

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.25 % ( 6.58 % as of June 30, 2025).

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00 % ( 5.68 % as of December 31, 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.

3 unchanged sentences

Term Loan B borrowings are secured by the same collateral that secures borrowings under the Revolver, on an equal and ratable basis.

The fair value of the Term Loan B facility approximated $ 451,564 on June 30, 2025 based upon quoted market prices (Level 1 inputs).

The fair value of the Term Loan B facility approximated $ 390,459 on December 31, 2025 based upon quoted market prices (Level 1 inputs).

During the quarter ended December 31, 2025, Griffon prepaid $ 58,000 of the aggregate principal amount outstanding under the Term Loan B facility, in addition to the required principal payment of $ 2,000 .

In connection with this prepayment Griffon recognized a $ 556 loss on debt extinguishment, $ 500 related to the write-off of underwriting fees and other expenses and $ 56 of the original issue discount.

Since the inception of the loan, Griffon has prepaid $ 383,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance.

As of December 31, 2025, the Term Loan B outstanding balance was $ 389,000 .

At December 31, 2025, unamortized costs of $ 3,356 related to existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan.

On August 1, 2023, Griffon amended and restated the Credit Agreement to increase the maximum borrowing availability under the Revolver from $ 400,000 to $ 500,000 and extend the maturity date of the Revolver from March 22, 2025 to August 1, 2028.

4 unchanged sentences

Interest is payable on borrowings at either a SOFR, Sterling Overnight Index Average ("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 2.00 % ( 6.43 % at June 30, 2025) and base rate loans accrue interest at prime rate plus a margin of 1.00 % ( 8.50 % at June 30, 2025).

At June 30, 2025, under the Credit Agreement, there was $ 37,500 in outstanding borrowings on the Revolver;

outstanding standby letters of credit were $ 12,990 ;

and $ 449,510 was available, subject to certain loan covenants, for borrowing at that date.

Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.75 % ( 5.53 % at December 31, 2025);

SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.75 % ( 5.51 % at December 31, 2025);

and base rate loans accrue interest at prime rate plus a margin of 0.75 % ( 7.50 % at December 31, 2025).

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

At December 31, 2025, under the Credit Agreement, there were no outstanding borrowings on the Revolver;

outstanding standby letters of credit were $ 14,328 ;

and $ 485,672 was available, subject to certain loan covenants, for borrowing at that date.

The Revolver has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default.

3 unchanged sentences

(“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 1.2 % ( 4.25 % as of June 30, 2025).

At June 30, 2025 there was no balance outstanding under the facility with CAD 20,000 ($ 14,640 as of June 30, 2025) available for borrowing.

The facility is secured by substantially all of the assets of Garant.

Garant is required to maintain a certain minimum equity and a minimum interest coverage ratio.

In January 2025, Garant entered into a new CAD 20,000 revolving credit facility that was renewed in January 2026 and is renewable annually 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 1.2 % ( 3.80 % as of December 31, 2025).

At December 31, 2025, there were no outstanding borrowings under the revolving credit facility with CAD 20,000 ($ 14,618 as of December 31, 2025) available.

During 2023, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 15,000 receivable purchase facility to AUD 30,000 .

The receivable purchase facility was renewed as of 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 % ( 4.86 % at June 30, 2025).

At June 30, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 19,617 as of June 30, 2025) available for borrowing.

The receivable purchase facility was renewed in March 2025 and now matures in March 2026, but is renewable annually upon mutual agreement with the lender.

The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25 % per annum ( 4.80 % at December 31, 2025).

At December 31, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 20,109 as of December 31, 2025) available.

The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries.

Griffon Australia is required to maintain a certain minimum equity level.

(d) 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.

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

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

At December 31, 2025, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

NOTE 10 — SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION

During the nine months ended June 30, 2025, the Company paid three quarterly cash dividends each for $ 0.18 per share each.

During 2024, the Company paid four quarterly cash dividends each for $ 0.15 per share, totaling $ 0.60 per share.

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 Griffon's Employee Stock Ownership Plan (the “ESOP”) were used to offset ESOP compensation expense.

During the three months ended December 31, 2025, the Company paid a quarterly cash dividend of $ 0.22 per share.

During fiscal year 2025, the Company paid four quarterly cash dividends of $ 0.18 per share, totaling $ 0.72 .

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

such dividends will be released upon vesting of the underlying restricted shares.

At December 31, 2025, accrued dividends were $ 1,855 .

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 Griffon's Employee Stock Ownership Plan (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.

The ESOP was frozen as of September 30, 2024;

this means that, for 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, the Company’s U.S.

employees who were not members of a collective bargaining agreement and met certain eligibility requirements became participants in the ESOP.

During the first quarter ended December 31, 2024 the final loan payment was made by the ESOP to the Company and compensation expense for the period was fully offset by dividends paid.

Prior to this date, all U.S.

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

During the three months ended December 31, 2024 the final loan payment was made by the ESOP to the Company and compensation expense for the period was fully offset by dividends paid.

As of December 31, 2025, there were 3,903,275 shares of common stock in the ESOP, all of which were allocated to participant accounts.

On August 5, 2025, the Board of Directors declared a quarterly cash dividend of $ 0.18 per share, payable on September 16, 2025 to shareholders of record as of the close of business on August 29, 2025.

On February 4, 2026, the Board of Directors declared a quarterly cash dividend of $ 0.22 per share, payable on March 18, 2026 to shareholders of record as of the close of business on February 27, 2026.

GRIFFON CORPORATION AND SUBSIDIARIES

10 unchanged sentences

The maximum number of shares of common stock available for award under the Amended Incentive Plan is 8,850,000 ( 600,000 of which may be issued as incentive stock options), plus (i) any shares that were reserved for issuance under the Original Incentive Plan as of the effective date of the Original Incentive Plan, and (ii) any shares underlying awards outstanding on such date under the 2011 Incentive Plan that were subsequently canceled or forfeited.

As of June 30, 2025, there were 1,889,293 shares available for grant.

As of December 31, 2025, there were 1,268,348 shares 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 the 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 maximum number of shares granted, upon achieving certain performance criteria or market conditions, 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 3 years, is recognized using the straight-line attribution method and recorded within SG&A expenses.

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

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

Restricted stock $ 5,968 $ 4,699 $ 17,861 $ 13,576

— 2,353 — 6,150

Total stock-based compensation $ 5,968 $ 7,052 $ 17,861 $ 19,726

________________________

During the nine months ended June 30, 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.

During the first quarter of 2025, Griffon granted 142,911 shares of restricted stock and restricted stock units ("RSUs") to 43 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $ 9,735 , or a weighted average fair value of $ 68.12 per share.

During the first quarter of 2025, 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 criteria or 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.

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 multiplied by the grant date fair value.

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

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

The Company’s compensation expense relating to all stock-based incentive plans was $ 6,427 and $ 5,378 for the three months ended December 31, 2025 and 2024, respectively.

During the first quarter of 2026, Griffon granted 147,398 shares of restricted stock and restricted stock units to 29 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $ 9,855 , or a weighted average fair value of $ 66.86 per share.

During the first quarter of 2026, 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 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 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 achievement of the performance conditions at target, is $ 12,372 , or a weighted average fair value of $ 84.95 per share.

During the second quarter of 2025, Griffon granted 15,940 shares of restricted stock to 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 third quarter of 2025, there were no shares of restricted stock or RSUs granted.

The total estimated fair value of these restricted shares, assuming achievement of the performance conditions at target, is $ 14,326 , or a weighted average fair value of $ 80.87 per share (based on the target number of shares).

On November 13, 2024, Griffon announced that the Board of Directors approved an additional increase of $ 400,000 to its share repurchase authorization.

Under the authorized share repurchase program, the Company may, from time to time, purchase shares of its common stock in the open market, including pursuant to a 10b5-1 plan, pursuant to an accelerated share repurchase

Share repurchases during the quarter ended December 31, 2025 totaled 246,737 shares of common stock, for a total of $ 18,063 , or an average of $ 73.21 per share, excluding excise taxes of $ 181 .

As of December 31, 2025, $ 279,950 remains available under Griffon's Board authorized repurchase program.

During the quarter ended December 31, 2025, 159,856 shares, with a market value of $ 11,989 , or an average of $ 75.00 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 $ 143 .

During the quarter ended December 31, 2025, $ 181 was accrued for excise taxes for share repurchases, which was partially offset by the reversal of $ 143 of excise taxes to adjust for a benefit related to employee vesting.

As of December 31, 2025, $ 732 was accrued for excise taxes for share repurchases.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

program or issuer tender offer, or in privately negotiated transactions.

Share repurchases during the quarter and nine months ended June 30, 2025 totaled 581,082 shares and 1,611,454 shares of common stock, respectively, for a total of $ 40,257 and $ 113,125 , respectively, or an average of $ 69.28 per share and $ 70.20 per share, respectively.

This excludes excise taxes incurred for share repurchases of $ 396 and $ 1,112 , for the quarter and nine months ended June 30, 2025, respectively.

As of June 30, 2025, $ 319,568 remains available under Griffon's Board authorized repurchase program.

Share repurchases during the quarter and nine months ended June 30, 2024 totaled 283,479 shares and 3,721,357 shares of common stock, respectively, for a total of $ 19,080 and $ 206,104 , respectively, or an average of $ 67.31 per share and $ 55.38 per share, respectively.

The share repurchases during the nine months ended June 30, 2024 include the repurchase of 1,500,000 shares of common stock, par value $ 0.25 per share, 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 nine months ended June 30, 2025, 583,893 shares, with a market value of $ 45,277 , or $ 77.54 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

There were no shares withheld to settle employee taxes due upon vesting of restricted stock during the three months ended June 30, 2025.

This excludes excise tax benefits of $ 528 for the nine months ended June 30, 2025.

NOTE 11 – EARNINGS PER SHARE (EPS)

Basic EPS (and diluted EPS in periods when a loss exists) was calculated by dividing income (loss) 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.

The following table is a reconciliation of the share amounts (in thousands) used in computing earnings per share:

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

Three Months Ended December 31,

Common shares outstanding 46,574 48,122

Unallocated ESOP shares — ( 107 ) — ( 107 )

Non-vested restricted stock ( 1,877 ) ( 2,677 )

3 unchanged sentences

Weighted average shares outstanding - diluted 45,765 47,541

Anti-dilutive restricted stock excluded from diluted EPS computation 950 — — —

For the quarter and nine month period ended June 30, 2024, shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 12 – REPORTABLE SEGMENTS

3 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.

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;

4 unchanged sentences

Information on Griffon’s reportable segments is as follows:

For the Three Months Ended June 30, For the Nine Months Ended June 30,

For the Three Months Ended December 31,

REVENUE 2025 2024

2 unchanged sentences

Total revenue $ 649,088 $ 632,371

Disaggregation of Revenue

Revenue from contracts with customers is disaggregated by end markets, segments and geographic location, as it more accurately depicts the nature and amount of the Company’s revenue.

The following table presents revenue disaggregated by end market and segment:

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

Residential repair and remodel $ 192,942 $ 190,874 $ 561,936 $ 565,944

Commercial 173,120 170,236 502,342 517,969

Residential new construction 34,182 33,104 99,615 98,154

Total Home and Building Products 400,244 394,214 1,163,893 1,182,067

Residential repair and remodel 66,807 92,312 215,404 265,420

Retail 32,194 49,978 131,975 192,767

Residential new construction 14,216 14,998 41,095 42,679

Industrial 21,210 19,534 52,626 50,683

International excluding North America 78,956 76,778 252,751 230,231

Total Consumer and Professional Products 213,383 253,600 693,851 781,780

Total Consolidated Revenue $ 613,627 $ 647,814 $ 1,857,744 $ 1,963,847

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

For the Three Months Ended June 30

HBP CPP Total HBP CPP Total

United States $ 386,647 $ 122,884 $ 509,531 $ 376,616 $ 162,516 $ 539,132

Europe — 17,270 17,270 3 19,342 19,345

Canada 10,975 11,081 22,056 14,741 12,998 27,739

Australia — 57,212 57,212 — 52,706 52,706

All other countries 2,622 4,936 7,558 2,854 6,038 8,892

Consolidated revenue $ 400,244 $ 213,383 $ 613,627 $ 394,214 $ 253,600 $ 647,814

For the Nine Months Ended June 30,

HBP CPP Total HBP CPP Total

United States $ 1,119,349 $ 395,825 $ 1,515,174 $ 1,131,570 $ 496,830 $ 1,628,400

Europe — 34,343 34,343 112 42,940 43,052

Canada 37,128 43,391 80,519 43,922 50,389 94,311

Australia — 205,583 205,583 — 174,607 174,607

All other countries 7,416 14,709 22,125 6,463 17,014 23,477

Consolidated revenue $ 1,163,893 $ 693,851 $ 1,857,744 $ 1,182,067 $ 781,780 $ 1,963,847

Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are defined as income (loss) 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.

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, 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 and adjusted EBITDA to income (loss) before taxes:

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

For the Three Months Ended June 30, For the Nine Months Ended June 30,

The following two tables provide a reconciliation of revenue to segment adjusted EBITDA and segment adjusted EBITDA to income before taxes:

Home and Building Products Consumer and Professional Products

For the Three Months Ended December 31, For the Three Months Ended December 31,

2025 2024 2025 2024

Revenue $ 408,004 $ 395,401 $ 241,084 $ 236,970

Adjusted costs of goods and services (1)

( 216,965 ) ( 201,728 ) ( 165,358 ) ( 166,367 )

Adjusted selling, general and administrative expenses (2)

( 72,594 ) ( 70,694 ) ( 66,196 ) ( 65,841 )

Depreciation and amortization 4,401 4,275 11,129 11,218

Other segment items (3)

( 11 ) ( 212 ) 1,071 2,212

Segment adjusted EBITDA (4)

$ 122,835 $ 127,042 $ 21,730 $ 18,192

For the Three Months Ended December 31,

Segment adjusted EBITDA:

Home and Building Products $ 122,835 $ 127,042

2 unchanged sentences

Unallocated amounts, excluding depreciation (5)

Adjusted EBITDA 134,713 125,494 384,430 376,076

( 14,984 ) ( 14,042 )

Net interest expense ( 21,747 ) ( 24,481 )

Depreciation and amortization ( 15,703 ) ( 15,614 )

Impact of retirement plan events

Loss from debt extinguishment ( 556 ) —

Restructuring charges — ( 18,688 ) — ( 33,489 )

Gain (loss) on sale of real estate 122 ( 725 ) 8,279 ( 167 )

Gain on sale of real estate — 7,974

Strategic review - retention and other — ( 1,651 )

Goodwill and intangible asset impairments ( 243,612 ) — ( 243,612 ) —

Income (loss) before taxes $ ( 149,200 ) $ 61,009 $ 26,857 $ 209,724

* Unallocated amounts typically include general corporate expenses not attributable to a reportable segment.

For the Three Months Ended June 30, For the Nine Months Ended June 30,

Income before taxes $ 89,966 $ 97,420

_____________________________

(1) Adjusted costs of goods and services excludes items that may affect comparability, as applicable, and includes depreciation and amortization.

(2) Adjusted selling, general and administrative expenses excludes strategic review - retention and other expenses, 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 are 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 corporate headquarters.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the Three Months Ended December 31,

DEPRECIATION and AMORTIZATION 2025 2024

4 unchanged sentences

Total consolidated depreciation and amortization $ 15,703 $ 15,614

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

For the Three Months Ended December 31,

CAPITAL EXPENDITURES

1 unchanged sentence

Consumer and Professional Products 2,342 4,361

Total segment 8,620 14,477 35,272 47,627

Total segment capital expenditures

Corporate 112 4,264

Total consolidated capital expenditures $ 7,662 $ 17,456

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

ASSETS At June 30, 2025 At September 30, 2024

ASSETS At December 31, 2025 At September 30, 2025

Segment assets:

4 unchanged sentences

Corporate 118,414 122,607

Total assets 2,081,305 2,366,889

Total continuing assets

2,048,814 2,057,636

Discontinued operations 5,988 6,001

Consolidated total $ 2,054,802 $ 2,063,637

(1) The net book value of certain owned CPP manufacturing properties, which ceased operations and have met the criteria to be classified as held for sale, totaled $ 5,534 and $ 5,609 as of December 31, 2025 and September 30, 2025, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Disaggregation of Revenue

Revenue from contracts with customers is disaggregated by end markets, segments and geographic location, as it more accurately depicts the nature and amount of the Company’s revenue.

The following table presents revenue disaggregated by end market and segment:

Three Months Ended December 31,

Residential repair and remodel (1)

$ 202,111 $ 194,682

(1) In connection with the expansion of CPP's global sourcing strategy, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale.

The net book value of these properties as of June 30, 2025 and September 30, 2024 totaled $ 5,289 and $ 14,532 , respectively.

NOTE 14 – EMPLOYEE BENEFIT PLANS

Defined benefit pension expense (income) included in Other Income (Expense), net was as follows:

Three Months Ended June 30, Nine Months Ended June 30,

Commercial 173,414 166,867

Residential new construction (1)

32,479 33,852

Total Home and Building Products 408,004 395,401

Residential repair and remodel 68,202 70,259

Retail 47,340 47,263

Residential new construction 13,678 14,381

Industrial 14,066 13,854

International excluding North America 97,798 91,213

Total Consumer and Professional Products 241,084 236,970

Total Consolidated Revenue $ 649,088 $ 632,371

_____________________

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

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

For the Three Months Ended December 31,

HBP CPP Total HBP CPP Total

United States $ 392,792 $ 122,525 $ 515,317 $ 378,258 $ 128,823 $ 507,081

Europe — 4,161 4,161 — 4,540 4,540

Canada 11,430 21,330 32,760 14,116 16,004 30,120

Australia — 89,826 89,826 — 83,131 83,131

All other countries 3,782 3,242 7,024 3,027 4,472 7,499

Consolidated revenue $ 408,004 $ 241,084 $ 649,088 $ 395,401 $ 236,970 $ 632,371

The Company’s long-lived assets are concentrated primarily in the United States, which accounted for approximately 85 % and 84 % of the Company’s total long-lived assets as of December 31, 2025 and September 30, 2025, respectively.

No foreign country accounted for more than 10% of the Company’s total long-lived assets as of December 31, 2025 and September 30, 2025, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 13 – EMPLOYEE BENEFIT PLANS

Defined benefit pension income included in Other Income (Expense), net was as follows:

Three Months Ended December 31,

Interest cost $ 1,359 $ 1,605

2 unchanged sentences

Recognized actuarial loss 701 636

Net periodic (benefit) expense $ ( 302 ) $ 34 $ ( 902 ) $ 103

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.

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 nine months ended June 30, 2025 the Plan paid lump sum payments in the amount of $ 4,830 to those participants that 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.

Additionally, the Company will recognize a gain on the termination of approximately $ 2,300 , net of excise taxes, in Other Income in the fourth quarter 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Net periodic benefit

$ ( 137 ) $ ( 301 )

During 2025, the Company completed the termination of the Hunter Pension Plan (the "Plan").

In connection with such termination the Plan made lump sum payments of $ 4,830 , and placed $ 10,859 of assets with an annuity provider, based on the elections of the participants.

Additionally, excess cash of $ 6,100 was transferred to the Company, a portion of which was transferred directly to a qualified replacement plan.

In 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).

In addition to the table above, effective August 5, 2025, the Company implemented a new retiree medical plan for certain Griffon executives.

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.

During the quarter ended December 31, 2025, the Company recognized a benefit plan expense of $ 1,794 , which includes a non-cash charge of $ 1,609 related to the implementation of this retiree medical plan.

The Company expects to record non-cash charges related to implementation of the plan of $ 5,362 in 2026.

NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS

Issued but not yet effective accounting pronouncements

In November 2023, the 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 with the Company's fiscal year 2025.

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

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

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 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.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures:

This standard is effective for the Company beginning with our fiscal year 2026 annual reporting period, 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 .

This guidance requires disclosures regarding specific information about certain costs and expenses, including but not limited to, inventory purchases, employee compensation, depreciation, amortization and selling expenses.

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

The amendments in this update require disclosures and further disaggregation, in the notes to financial statements, of specified information regarding 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

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

NOTE 15 – DISCONTINUED OPERATIONS

At June 30, 2025 and September 30, 2024, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves, and total $ 9,035 and $ 7,768 , respectively.

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

At December 31, 2025 and September 30, 2025, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves, and total $ 7,984 and $ 8,726 , respectively.

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

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

At June 30, 2025 At September 30, 2024

At December 31, 2025 At September 30, 2025

Assets of discontinued operations:

6 unchanged sentences

Total liabilities of discontinued operations $ 7,984 $ 8,726

There was no reported revenues or costs in the nine months ended June 30, 2025 and 2024 for discontinued operations.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 17 – 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.

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

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

The net book value of these properties as of June 30, 2025 and September 30, 2024 totaled $ 5,289 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.

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 at the conclusion of the project as of September 30, 2024 totaled $ 13,271 , and excludes future proceeds from the sale of remaining real estate and equipment designated as held for sale on the condensed consolidated balance sheets.

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

In the quarter ended June 30, 2024, CPP incurred pre-tax restructuring and related exit costs totaling $ 18,688 , which consisted of cash charges totaling $ 4,191 and non-cash, asset-related charges of $ 14,497 .

The cash charges included $ 709 for one-time termination benefits and other personnel-related costs and $ 3,482 for facility exit costs.

Non-cash charges of $ 14,497 were recorded to adjust inventory to its net realizable value.

In the nine months ended June 30, 2024, CPP incurred pre-tax restructuring and related exit costs approximating $ 33,489 , comprised of cash charges totaling $ 10,510 and non-cash, asset-related charges totaling $ 22,979 .

The cash charges included $ 3,038 for one-time termination benefits and other personnel-related costs and $ 7,472 for facility exit costs.

Non-cash charges of $ 22,979 were recorded to adjust inventory to its net realizable value.

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

Three Months Ended June 30, Nine Months Ended June 30,

Cost of goods and services $ 15,744 $ 28,724

Selling, general and administrative expenses 2,944 4,765

Total $ 18,688 $ 33,489

Three Months Ended June 30, Nine Months Ended

Personnel related costs $ 709 $ 3,038

Facilities, exit costs and other 3,482 7,472

Non-cash facility and other 14,497 22,979

Total $ 18,688 $ 33,489

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The following tables summarizes the accrued liabilities of the Company's restructuring actions for the nine months ended June 30, 2025 and 2024:

Cash Charges Non-Cash

Personnel related costs Facilities &

Exit Costs Facility and Other Costs

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

Q1 Cash payments ( 5,009 ) ( 1,064 ) — ( 6,073 )

Accrued liability at December 31, 2024 $ 3,173 $ 3,752 $ — $ 6,925

Q2 Cash payments ( 83 ) ( 1,649 ) — ( 1,732 )

Accrued Liability at March 31, 2025 $ 3,090 $ 2,103 $ — $ 5,193

Q3 Cash payments — ( 630 ) — ( 630 )

Accrued Liability at June 30, 2025 $ 3,090 $ 1,473 $ — $ 4,563

Cash Charges Non-Cash

Personnel related costs Facilities &

Exit Costs Facility and Other Costs (1)

Accrued liability at September 30, 2023 $ 14,107 $ 5,551 $ — $ 19,658

Q1 Restructuring charges 1,847 2,071 8,482 12,400

Q1 Cash payments ( 7,215 ) ( 3,362 ) — ( 10,577 )

Q1 Non-cash charges — ( 8,482 ) ( 8,482 )

Accrued liability at December 31, 2023 $ 8,739 $ 4,260 $ — $ 12,999

Q2 Restructuring charges 482 1,919 — 2,401

Q2 Cash payments ( 608 ) ( 1,919 ) — ( 2,527 )

Accrued liability at March 31, 2024 $ 8,613 $ 4,260 $ — $ 12,873

Q3 Restructuring charges 709 3,482 14,497 18,688

Q3 Cash payments ( 2,671 ) ( 4,345 ) — ( 7,016 )

Q3 Non-cash charges — — ( 14,497 ) ( 14,497 )

Accrued liability at June 30, 2024 $ 6,651 $ 3,397 $ — $ 10,048

______________________

(1) Non-cash charges in Facility and Other Costs represent non-cash impairment charges to adjust inventory to its net realizable value.

There was no reported revenues or costs in the three months ended December 31, 2025 and 2024 for discontinued operations.

NOTE 16 – OTHER INCOME (EXPENSE)

For the quarters ended June 30, 2025 and 2024, Other income (expense) of $ 247 and $ 350 , respectively, includes $ 163 and $ 120 , respectively, of net currency exchange transaction losses from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $ 302 and ($ 34 ), respectively, and net investment income (loss) of ($ 424 ) and $ 10 , respectively.

Other income (expense) also includes royalty income of $ 501 and $ 549 for the three months ended June 30, 2025 and 2024, respectively.

For the nine months ended June 30, 2025 and 2024, Other income (expense) of $ 2,591 and $ 1,608 , respectively, includes $ 54 and $ 72 , respectively, of net currency exchange transaction gains from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $ 902 and ($ 103 ), respectively, as well as $( 370 ) and $ 95 , respectively, of net investment income (loss).

Other income (expense) also includes royalty income of $ 1,647 and $ 1,649 for the nine months ended June 30, 2025 and 2024, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the quarters ended December 31, 2025 and 2024, Other income (expense) of $( 1,090 ) and $ 1,832 , respectively, includes $ 71 and $ 440 , respectively, of net currency exchange gains in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income of $ 137 and $ 301 , respectively, net gains (losses) on investments of $( 129 ) and $ 70 , respectively, and royalty income of $ 518 and $ 590 , respectively.

Additionally, Other income (expense) includes a charge of $ 1,609 recorded in the three months ended December 31, 2025 associated with the establishment of a new retiree medical plan.

Refer to Note 13 - Employee Benefit Plans for additional details.

NOTE 17 – WARRANTY LIABILITY

5 unchanged sentences

Warranty costs expected to be incurred beyond one year are classified in other long-term liabilities.

The short-term warranty liability was $ 10,706 as of June 30, 2025 and $ 13,050 as of September 30, 2024.

The long-term warranty liability was $ 1,239 at both June 30, 2025 and September 30, 2024.

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three and nine months ended June 30, 2025 and 2024 were as follows:

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

The short-term warranty liability was $ 11,064 as of December 31, 2025 and $ 10,143 as of September 30, 2025.

The long-term warranty liability was $ 1,239 at both December 31, 2025 and September 30, 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unless otherwise indicated, references to years or year-end refer to Griffon’s fiscal period ending September 30)

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three months ended December 31, 2025 and 2024 were as follows:

Three Months Ended December 31,

Balance, beginning of period $ 10,143 $ 13,050

2 unchanged sentences

Balance, end of period $ 11,064 $ 13,123

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 18 – OTHER COMPREHENSIVE INCOME (LOSS)

The amounts recognized in other comprehensive income (loss) were as follows:

Three Months Ended June 30,

Pre-tax Tax Net of tax Pre-tax Tax Net of tax

Foreign currency translation adjustments $ 12,244 $ — $ 12,244 $ ( 827 ) $ — $ ( 827 )

Pension and other defined benefit plans 1,136 ( 239 ) 897 673 ( 141 ) 532

Cash flow hedges ( 993 ) 298 ( 695 ) ( 1,324 ) 397 ( 927 )

Total other comprehensive income (loss) $ 12,387 $ 59 $ 12,446 $ ( 1,478 ) $ 256 $ ( 1,222 )

Nine Months Ended June 30,

For the Three Months Ended December 31,

Pre-tax Tax Net of tax Pre-tax Tax Net of tax

4 unchanged sentences

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

At June 30, 2025 At September 30, 2024

At December 31, 2025 At September 30, 2025

Foreign currency translation adjustments $ ( 41,554 ) $ ( 45,155 )

3 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows:

For the Three Months Ended June 30, For the Nine Months Ended June 30,

For the Three Months Ended December 31,

Gain (Loss) 2025 2024

2 unchanged sentences

Total gain (loss) before tax $ ( 1,712 ) $ 99

37 159 ( 44 ) 635

Tax benefit 360 ( 21 )

Net of tax $ ( 1,352 ) $ 78

6 unchanged sentences

The ROU assets and short and long-term liabilities associated with our Operating leases are shown as separate line items on our Condensed Consolidated Balance Sheets.

Finance leases are included in property, plant, and equipment, net, other accrued liabilities, and other non-current liabilities.

Finance leases are included in property, plant, and equipment, net, and the related finance lease obligations are presented within debt on our Condensed Consolidated Balance Sheets.

The Company's finance leases are immaterial.

10 unchanged sentences

For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term.

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 finance leases, the ROU asset is included in property, plant and equipment, net and 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 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 Condensed Consolidated Balance Sheets.

Variable lease cost for both operating and finance leases, if any, is recognized as incurred.

Variable lease costs are recognized as incurred.

Components of operating lease costs are as follows:

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

For the Three Months Ended December 31,

Fixed $ 11,745 $ 11,634

Variable (a), (b)

2,586 2,472 7,922 7,382

Short-term (b)

1,032 808 3,467 3,470

Total $ 16,003 $ 15,544

2 unchanged sentences

(b) Not recorded on the balance sheet.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Supplemental cash flow information were as follows:

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

Total $ 9,702 $ 10,935

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Right of use assets obtained in exchange for new lease obligations:

Operating leases $ 21,337 $ 8,804

Finance leases 179 —

Total $ 21,516 $ 8,804

Supplemental Condensed Consolidated Balance Sheet information related to leases were as follows:

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Operating Leases:

11 unchanged sentences

Total financing lease liabilities $ 384 $ 251

(1) Finance lease assets are recorded net of accumulated depreciation of $ 1,391 and $ 1,463 as of June 30, 2025 and September 30, 2024, respectively.

The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2025 are as follows:

(1) Finance lease assets are recorded net of accumulated depreciation of $ 755 and $ 1,399 as of December 31, 2025 and September 30, 2025, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The aggregate future maturities of lease payments for operating leases and finance leases as of December 31, 2025 are as follows:

Operating Leases Finance Leases

2025(a) $ 11,359 $ 42

$ 33,871 $ 109

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2030 22,721 44

2031 16,136 10

Thereafter 57,120 —

2 unchanged sentences

Present value of lease liabilities $ 193,669 $ 384

(a) Excluding the nine months ended June 30, 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Average lease terms and discount rates at June 30, 2025 were as follows:

(a) Excluding the quarter ended December 31, 2025.

Average lease terms and discount rates at December 31, 2025 were as follows:

Weighted-average remaining lease term (years):

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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 sold the Peekskill Site in November 1982.

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

ISCP sold the Peekskill Site in December 1982.

Based upon studies conducted by ISCP and the New York Department of Environmental Conservation, soils and groundwater beneath the Peekskill Site contain chlorinated solvents and metals.

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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.

Memphis, TN site.

Hunter Fan Company (“Hunter”) operated headquarters and a production plant in Memphis, TN for over 50 years (the “Memphis Site”).

While Hunter completed certain on-site remediation of PCB-contaminated soils, Hunter did not investigate the extent to which PCBs existed beneath the building itself nor determine whether off-site areas had been impacted.

While Hunter completed certain on-site remediation of PCB-contaminated soils, Hunter did not

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

investigate the extent to which PCBs existed beneath the building itself nor determine whether off-site areas had been impacted.

Hunter vacated the site approximately twenty years ago, and the on-site buildings have now been demolished.

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Hunter has notified such former owner of this matter.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

If the EPA decides to add this site to the National Priorities List, a Remedial Investigation/Feasibility Study (“RI/FS”) will be required.

5 unchanged sentences

Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows.

NOTE 21 — SUBSEQUENT EVENT