What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-06 compared with 2025-08-06 · 135 added, 204 removed, 210 unchanged (62% of the section changed)

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

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

On July 1, 2024, Griffon announced that its subsidiary, The AMES Companies, Inc., ("AMES") expanded the scope of its Australian operations by acquiring substantially all the assets of Pope, a leading Australian provider of residential watering products, from The Toro Company (NYSE:TTC) for a purchase price of approximately AUD 21,800 (approximately $14,500) in cash.

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

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

Further Information

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

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

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

and in 2024 we acquired substantially all the assets of Pope, a leading Australian provider of residential watering products.

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.

Available Information

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

Securities and Exchange Commission (the “SEC”).

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

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

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

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

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

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;

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

Revenue for the quarter ended June 30, 2025 was $613,627 compared to $647,814 in the prior year quarter, a decrease of $34,187 or 5%, due to the decreased revenue at CPP of 16%, partially offset by increased revenue at HBP of 2%.

Net loss for the third quarter ended June 30, 2025 was $120,139 or $2.65 per share, compared to net income of $41,086, or $0.84 per share, in the prior year quarter.

Revenue for the quarter ended December 31, 2025 was $649,088 compared to $632,371 in the prior year quarter, an increase of $16,717, or 3%, primarily due to increased revenue at both HBP and CPP.

Net income was $64,387 or $1.41 per share, compared to $70,851, or $1.49 per share, in the prior year quarter.

The current year quarter results from operations included the following:

– Goodwill and intangible asset impairments of $243,612 ($217,154, net of tax, or $4.69 per share);

– Strategic review - retention and other of $1,033 ($773, net of tax, or $0.02 per share);

– Gain on sale of real estate of $122 ($90, net of tax, or $0.00 per share);

– Discrete and certain other tax benefits, net, of $28,451 or $0.61 per share.

The prior year quarter results from operations included the following:

– Restructuring charges of $18,688 ($13,991, net of tax, or $0.29 per share);

– Strategic review - retention and other of $1,870 ($1,390, net of tax, or $0.03 per share);

– Loss on debt extinguishment of $1,700 ($1,292, net of tax, or $0.03 per share);

– Loss on sale of real estate of $725 ($520, net of tax, or $0.01 per share);

– Impact of retirement plan events of $1,609 ($1,224, net of tax, or $0.03 per share);

– Loss from debt extinguishment of $556 ($423, net of tax, or $0.01 per share);

– Discrete and certain other tax provisions, net, of $268 or $0.01 per share.

Excluding these items from the respective quarterly results, net income would have been $69,247, or $1.50 per share in the three months ended June 30, 2025 compared to $60,526, or $1.24 per share, in the prior year quarter.

Revenue for the nine months ended June 30, 2025 was $1,857,744 compared to $1,963,847 in the prior year period, a decrease of $106,103, or 5%, due to the decreased revenue at HBP and CPP of 2% and 11%, respectively.

Net income for the nine months ended June 30, 2025 was $7,474 or $0.16 per share, compared to $147,406, or $2.94 per share, in the prior year period.

The current year-to-date results from operations included the following:

– Goodwill and intangible asset impairments of $243,612 ($217,154, net of tax, or $4.63 per share);

– Strategic review - retention and other of $3,883 ($2,886, net of tax, or $0.06 per share);

The prior year quarter results from operations included the following:

– Gain on sale of real estate of $7,974 ($5,943, net of tax, or $0.13 per share);

– Discrete and certain other tax benefits, net, of $28,626 or $0.61 per share.

The prior year-to-date results from operations included the following:

– Restructuring charges of $33,489 ($24,973, net of tax, or $0.50 per share);

– Strategic review - retention and other of $1,651 ($1,215, net of tax, or $0.03 per share);

– Loss on debt extinguishment of $1,700 ($1,292, net of tax, or $0.03 per share);

– Loss on sale of real estate of $167 ($105, net of tax, or $0.00 per share);

– Discrete and certain other tax provisions, net, of $2,640 or $0.05 per share.

Excluding these items from the respective periods, net income would have been $192,719, or $4.11 per share in the nine months ended June 30, 2025, compared to $183,303, or $3.66 per share, in the prior year period.

Griffon evaluates performance based on adjusted net income and the related adjusted earnings per share, which are non-GAAP measures that exclude restructuring charges, non-cash impairment charges, loss from debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well as other items that may affect comparability, as applicable.

– Discrete and certain other tax benefits, net, of $250 or $0.01 per share.

Excluding these items from the respective quarterly results, net income would have been $66,302, or $1.45 per share in the quarter ended December 31, 2025 compared to $65,873, or $1.39 per share, in the prior year quarter.

Griffon evaluates performance based on adjusted net income and the related adjusted earnings per share, which are non-GAAP measures that exclude the impact of retirement plan events, non-cash impairment charges, loss from debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well as other items that may affect comparability, as applicable.

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

The following table provides a reconciliation of net income (loss) to adjusted net income and earnings (loss) per share to adjusted earnings per share:

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

2025 2024 2025 2024

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

The following table provides a reconciliation of net income to adjusted net income and earnings per share to adjusted earnings per share:

For the Three Months Ended December 31,

Net income $ 64,387 $ 70,851

Adjusting items:

Restructuring charges (1)

— 18,688 — 33,489

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

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

Impact of retirement plan events (1)

Loss from debt extinguishment 556 —

Gain on sale of real estate — (7,974)

Strategic review - retention and other — 1,651

Tax impact of above items (2)

(26,686) (5,790) (25,345) (11,303)

Discrete and certain other tax provisions (benefits), net (3)

(28,451) 2,247 (28,626) 2,640

Adjusted net income $ 66,302 $ 65,873

Earnings (loss) per common share $ (2.65) $ 0.84 $ 0.16 $ 2.94

Earnings per common share $ 1.41 $ 1.49

Adjusting items, net of tax:

Anti-dilutive share impact (4)

Restructuring charges (1)

— 0.29 — 0.50

Goodwill and intangible asset impairments 4.69 — 4.63 —

(Gain) loss on sale of real estate — 0.01 (0.13) —

Impact of retirement plan events (1)

Loss from debt extinguishment 0.01 —

Gain on sale of real estate — (0.13)

Strategic review - retention and other — 0.03

Discrete and certain other tax provisions (benefits), net (3)

(0.61) 0.05 (0.61) 0.05

Adjusted earnings per common share $ 1.45 $ 1.39

Weighted-average shares outstanding (in thousands) 45,320 47,034 45,505 47,921

Diluted weighted-average shares outstanding (in thousands) 45,765 47,541

Due to rounding, the sum of earnings per common share and adjusting items, net of tax, may not equal adjusted earnings per common share.

(1) For the three and nine months ended June 30 2024, restructuring charges related to the CPP global sourcing expansion, of which $15,744 and $28,724, are included in Cost of goods and services and $2,944 and $4,765 are included in SG&A in the Company's Condensed Consolidated Statement of Operations.

(2) The tax impact for the above reconciling adjustments from GAAP to non-GAAP Net income and EPS is determined by comparing the Company's tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments.

(3) Discrete and certain other tax provisions (benefits), net primarily relate to the impact of a rate differential between the statutory and annual effective tax rates on items impacting the quarter.

(4) For the quarter ended June 30, 2025, earnings (loss) per common share was calculated using basic weighted-average shares outstanding, as presented on the face of the Statement of Operations.

The anti-dilutive share impact represents the impact of converting from basic shares used in calculating earnings (loss) per common share to the diluted shares used in calculating earnings (loss) per common share from a net loss.

(1) For the three months ended December 31, 2025, the impact of retirement plan events relates to a non-cash charge of $1,609 included in Other, net associated with the establishment of a retiree medical plan.

The Company will recognize a non-cash charge related to such plan of $5,362 ratably over the first 10 months of fiscal 2026.

(2) The tax impact for the above reconciling adjustments from GAAP net income to non-GAAP adjusted net income and the related adjusted EPS is determined by comparing the Company's tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments.

(3) Discrete and certain other tax provisions (benefits) primarily relate to the impact of a rate differential between the statutory and annual effective tax rates on items impacting the quarter.

RESULTS OF OPERATIONS

Three and Nine Months ended June 30, 2025 and 2024

Griffon evaluates performance and allocates resources based on each segment adjusted EBITDA, a non-GAAP measure, which is defined as income (loss) before taxes, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable.

Three Months ended December 31, 2025 and 2024

Griffon evaluates performance and allocates resources based on each segment adjusted EBITDA, a non-GAAP measure, which is defined as income before taxes, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, and acquisition related expenses, as well as other items that may affect comparability, as applicable.

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

See table provided in Note 13 - Reportable Segments for a reconciliation of adjusted EBITDA to income (loss) before taxes.

See table provided in Note 12 - Reportable Segments for a reconciliation of adjusted EBITDA to income before taxes.

Home and Building Products

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,

Residential $ 234,590 $ 228,534

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Depreciation and amortization $ 4,401 $ 4,275

For the quarter ended June 30, 2025, HBP revenue increased $6,030, or 2%, compared to the prior year quarter, due to favorable price and mix of 3%, partially offset by decreased volume of 1%.

For the quarter ended June 30, 2025, adjusted EBITDA of $128,755 increased $10,239, or 9%, compared to $118,516 in the prior year quarter, resulting from increased revenue noted above and reduced material costs, partially offset by increased labor costs.

For the nine months ended June 30, 2025, revenue decreased $18,174, or 2%, compared to the prior year period, due to decreased volume of 3%, partially offset by favorable price and mix of 1%.

For the nine months ended June 30, 2025, adjusted EBITDA of $365,231 decreased $6,928, or 2%, compared to $372,159 in the prior year period, resulting from decreased revenue noted above and the related volume impact on overhead absorption, and increased labor costs, partially offset by reduced material costs.

For the quarter and nine months ended June 30, 2025, segment depreciation and amortization increased $557 and $1,761, respectively, compared to the prior year periods, due to new assets placed in service.

For the quarter ended December 31, 2025, HBP revenue increased $12,603, or 3%, compared to the prior year quarter primarily due to favorable pricing and mix of 7% for both residential and commercial, partially offset by reduced volume of 4% driven by residential.

For the quarter ended December 31, 2025, adjusted EBITDA of $122,835 decreased $4,207 or 3%, compared to $127,042 in the prior year quarter, resulting from increased material costs, labor costs and operating expenses and the impact of reduced volume on absorption, partially offset by increased revenue noted above.

For the quarter ended December 31, 2025, segment depreciation and amortization increased $126 compared with the prior year quarter due to new assets placed in service.

Consumer and Professional Products

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,

United States $ 122,525 $ 128,823

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Depreciation and amortization $ 11,129 $ 11,218

For the quarter ended June 30, 2025, revenue decreased $40,217, or 16%, compared to the prior year quarter, primarily driven by decreased volume of 19% due to reduced consumer demand across all geographic regions, except Australia, and disrupted historical customer ordering patterns in the U.S.

due to increased tariffs.

CPP benefited from price and mix of 2% and incremental revenue from the Pope acquisition contributed 1%.

Foreign currency did not have a material impact on the current quarter revenue.

For the quarter ended June 30, 2025, adjusted EBITDA of $19,222 decreased $3,041 compared to $22,263 in the prior year quarter, primarily due to decreased revenue noted above, partially offset by the benefits from the U.S.

global sourcing expansion initiative, improved margins across all geographic regions, and reduced administrative expenses.

Foreign currency had a 1% unfavorable impact on the current quarter adjusted EBITDA.

For the nine months ended June 30, 2025, revenue decreased $87,929, or 11%, compared to the prior year period, driven by decreased volume of 13% due to reduced consumer demand across all geographic regions, except Australia, and disrupted historical customer ordering patterns in the U.S.

due to increased tariffs.

CPP benefited in Australia from increased organic volume and incremental revenue from the Pope acquisition contributed 3%.

Foreign currency had a 1% unfavorable impact on the current nine month period revenue.

For the nine months ended June 30, 2025, adjusted EBITDA of $61,140 increased $13,217 compared to $47,923 in the prior year period, primarily due to the benefits from the U.S.

global sourcing expansion initiative and increased volume in Australia, partially offset by the decreased revenue noted above.

Foreign currency had a 2% unfavorable impact on the current nine month period adjusted EBITDA.

For the quarter and nine months ended June 30, 2025, segment depreciation and amortization remained consistent with prior year periods.

On July 1, 2024 Griffon announced that its subsidiary, AMES, expanded the scope of its Australian operations by acquiring substantially all the assets of Pope, a leading Australian provider of residential watering products, from The Toro Company (NYSE:TTC) for a purchase price of approximately AUD 21,800 (approximately $14,500) in cash.

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

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

For the quarter ended June 30, 2025, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs totaling $13,264 compared to $15,285 in the prior year quarter;

and for the nine months ended June 30, 2025, unallocated amounts totaled $41,941 compared to $44,006 in the prior year period.

The decrease in the current quarter compared to the prior year quarter was primarily due to a decrease in Employee Stock Ownership Plan (ESOP) costs.

The decrease in the current nine month period ended June 30, 2025 compared to the prior year comparable period was primarily due to a decrease in ESOP costs, partially offset by an increase in stock based compensation expense.

Goodwill and intangible asset impairments

For the quarter ended June 30, 2025, indicators of impairment were present for the Hunter Fan reporting unit within the CPP reportable segment, driven by a decrease in year-to-date and forecasted sales and operating results primarily due to ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns.

Accordingly, a quantitative assessment was performed, which resulted in a non-cash, pre-tax impairment charge for Hunter Fan’s goodwill and indefinite-lived intangible assets of $136,612 and $107,000, respectively, recorded in the third fiscal quarter of 2025.

See Note 8 - Goodwill and Other Intangibles.

Strategic review

During the three months ended June 30, 2025 and 2024, we incurred strategic review expenses of $1,033 ($773, net of tax) and $1,870 ($1,390, net of tax), respectively, and during the nine months ended June 30, 2025 and 2024, we incurred strategic review expenses of $3,883 ($2,886, net of tax) and $9,204 ($6,887, net of tax), respectively, primarily for retention payments and other costs related to the strategic review process that concluded in April 2023.

For the quarter ended December 31, 2025, revenue increased $4,114, or 2%, compared to the prior year quarter, primarily driven by price and mix with increased volume in Australia and Canada, offset by decreased volume in the United States.

For the quarter ended December 31, 2025, adjusted EBITDA of $21,730 increased $3,538 compared to $18,192 in the prior year quarter, primarily due to the net increase in revenue noted above.

For the quarter ended December 31, 2025, segment depreciation and amortization remained consistent with the prior year quarter.

For the quarter ended December 31, 2025, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs of $14,984, increasing $942 compared to the prior year quarter of $14,042, due to an increase in equity compensation expense.

Segment Depreciation and Amortization

For the three months ended June 30, 2025, segment depreciation and amortization of $15,678 increased $570 compared to $15,108 in the prior year quarter, and for the nine months ended June 30, 2025, segment depreciation and amortization of $46,683 increased $1,942 compared to $44,741 in the prior year period.

The increase in both the three and nine months ended June 30, 2025, is primarily due to depreciation for new assets placed in service.

For the three months ended December 31, 2025, segment depreciation and amortization of $15,530 remained consistent with the prior year quarter.

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.

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.

Provision for 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);

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.

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 $122 ($90, net of tax);

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

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);

and discrete and certain other tax provisions, net, that affect comparability of $2,247.

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);

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

strategic review - retention and other of $3,883 ($2,886, 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 other certain 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.

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

Stock-based compensation

For the quarters ended June 30, 2025 and 2024, stock based compensation expense, which includes expense for both restricted stock grants and the ESOP, totaled $5,968 and $7,052, respectively.

For the nine months ended June 30, 2025 and 2024, stock based compensation expense totaled $17,861 and $19,726, respectively.

The decrease in expense for the three and nine month periods ended June 30, 2025 compared to the prior year periods was primarily due to a decrease in ESOP expense, partially offset by an increase in stock compensation expense driven by the timing of equity awards granted.

The decrease in the ESOP expense was due to the plan being frozen as of September 30, 2024 (meaning 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).

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

As of December 31, 2024 there were 4,166,038 shares of common stock in the ESOP, all of which were allocated to participant accounts.

For the quarters ended December 31, 2025 and 2024, stock based compensation expense related to restricted stock and restricted stock unit awards totaled $6,427 and $5,378, respectively.

Comprehensive income (loss)

For the quarter ended June 30, 2025, total other comprehensive income, net of taxes, of $12,446 included a gain of $12,244 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian Dollar and Canadian Dollar, in comparison to the U.S.

and a $897 benefit from pension amortization, partially offset by a $695 loss on cash flow hedges.

For the quarter ended June 30, 2024, total other comprehensive loss, net of taxes, of $1,222 included a $927 loss on cash flow hedges and a loss of $827 from foreign currency translation adjustments primarily due to the weakening of the Euro and Canadian Dollar, all in comparison to the U.S.

partially offset by a $532 benefit from pension amortization.

For the nine months ended June 30, 2025, total other comprehensive loss, net of taxes, of $2,836 included a loss of $4,804 from foreign currency translation adjustments primarily due to the weakening of the Australian Dollar and Canadian Dollar, partially offset by the strengthening of the Euro and British Pound, all in comparison to the U.S.

partially offset by a $1,493 benefit from pension amortization;

and a $475 gain on cash flow hedges.

For the nine months ended June 30, 2024, total other comprehensive income, net of taxes, of $4,357 included a gain of $2,212 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian Dollar, partially offset by the weakening of the Canadian Dollar, all in comparison to the U.S.

a $1,595 benefit from pension amortization;

and a $550 gain on cash flow hedges.

For the quarter ended December 31, 2025, total other comprehensive income, net of taxes, of $4,552 included a gain of $3,601 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian and Canadian Dollar, all in comparison to the U.S.

a $977 loss on cash flow hedges;

and a $1,928 benefit from pension amortization.

For the quarter ended December 31, 2024, total other comprehensive loss, net of taxes, of $17,699 included a loss of $20,018 from foreign currency translation adjustments primarily due to the weakening of the Euro, British Pound and Australian and Canadian Dollar, all in comparison to the U.S.

a $2,264 gain on cash flow hedges;

and a $55 benefit from pension amortization.

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 totaling $9,035 and $7,768, respectively.

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 totaling $7,984 and $8,726, respectively.

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

There were no reported revenue or expenses in the three and nine months ended June 30, 2025 and 2024 for discontinued operations.

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

LIQUIDITY AND CAPITAL RESOURCES

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Griffon believes it has sufficient liquidity available to invest in existing businesses and strategic acquisitions while managing its capital structure on both a short-term and long-term basis.

As of June 30, 2025, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $58,800.

As of December 31, 2025, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $41,600.

Our intent is to permanently reinvest these funds, except in limited circumstances, outside the U.S., and we do not currently anticipate that we will need funds generated from foreign operations to fund our domestic operations.

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Griffon's primary sources of liquidity are cash flows generated from operations, cash on hand and our secured $500,000 revolving credit facility ("Revolver"), which matures in August 2028.

During the nine months ended June 30, 2025, the Company generated $282,481 of net cash from operating activities and, as of June 30, 2025, the Company had $449,510 available, subject to certain loan covenants, for borrowing under the Revolver.

The Company had cash and cash equivalents of $107,279 at June 30, 2025.

During the three months ended December 31, 2025, the Company generated $106,992 of net cash from operating activities and, as of December 31, 2025, the Company had $485,672 available, subject to certain loan covenants, for borrowing under the Revolver.

The Company had cash and equivalents of $95,280 at December 31, 2025.

The following table is derived from the Condensed Consolidated Statements of Cash Flows:

Cash Flows from Operations For the Nine Months Ended June 30,

Cash Flows For the Three Months Ended December 31,

Net Cash Flows Provided by (Used In):

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Financing activities (101,554) (108,121)

Cash flows provided by operating activities for the nine months ended June 30, 2025 was $282,481, compared to $307,938 in the prior year period.

The variance was primarily driven by an increase in net working capital, mainly due to higher inventory levels and decreases in accounts payable and accrued liabilities.

This was partially offset by a decrease in accounts receivable and an increase in cash generated from operations.

Cash flows provided by operating activities for the three months ended December 31, 2025 was $106,992, compared to $142,922 in the prior year period.

In both the three months ended December 31, 2025 and 2024, cash provided by operating activities benefited from increased cash generated from operations at HBP and decreases in net working capital.

The net working capital decrease for the three months ended December 31, 2025 was primarily driven by a decrease in accounts receivable, while the decrease for the three months ended December 31, 2024 was primarily driven by a decrease in accounts receivable and an increase in accounts payable and accrued liabilities.

Cash flows used in investing activities is primarily comprised of capital expenditures and proceeds from the sale of property, plant and equipment.

During the nine months ended June 30, 2025, cash flows used in investing activities was $21,972 compared to $34,277 in the prior year period.

Cash flows used in investing activities in the current period consisted of capital expenditures totaling $39,867, partially offset by proceeds of $17,895 primarily from the sale of real estate.

In the prior year period, cash flows used in investing activities consisted of capital expenditures totaling $47,849, partially offset by proceeds of $13,572 from the sale of real estate.

During the nine months ended June 30, 2025, cash used in financing activities totaled $269,538 compared to $238,712 in the prior year period.

Cash flows used in financing activities in the current period consisted of the purchase of shares of common stock in connection with the board authorized share repurchase program, including excise taxes, and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $161,709, net repayments of long-term debt of $76,117, primarily related to the Revolver, and the payment of dividends of $31,622.

Cash flows used in financing activities in the prior year period consisted primarily of the purchase of shares of common stock in connection with the Board authorized share repurchase program and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock totaling $241,501 and the payment of dividends of $28,770, partially offset by net proceeds from long-term debt of $32,773, primarily related to the Revolver.

During the nine months ended June 30, 2025, 583,893 shares, with a market value of $45,277, or an average of $77.54 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

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

During the nine months ended June 30, 2025, the Board of Directors approved and paid three quarterly cash dividends each for $0.18 per share.

During fiscal 2024, the Board of Directors approved and paid four quarterly cash dividends each for $0.15 per share, totaling $0.60 per share.

During the three months ended December 31, 2025, cash flows used in investing activities was $7,662 compared to $236 in the prior year period.

Cash flows used in investing activities in the current period consisted of capital expenditures of $7,662.

In the prior year period, cash flows used in investing activities consisted primarily of capital expenditures of $17,456, partially offset by proceeds totaling $17,220 from the sale of real estate.

During the three months ended December 31, 2025, cash used in financing activities totaled $101,554 compared to $108,121 in the prior year period.

Cash flows used in financing activities in the current period consisted of the purchase of shares of common stock in connection with the board authorized share repurchase program, including excise taxes, and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $30,308, the payment of dividends of $11,196 and payments of long-term debt of $60,000 related to the Term Loan B.

Cash flows used in financing activities in the prior year period consisted primarily of repayments of long-term debt of $50,000, primarily related to the Revolver, the purchase of shares of common stock in connection with the Board authorized share repurchase program and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $49,083, and the payment of dividends of $9,037.

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 three months ended December 31, 2025, the Board of Directors approved and paid a quarterly cash dividend of $0.22 per share.

During fiscal 2025, the Board of Directors approved four quarterly cash dividends each for $0.18 per share, totaling $0.72 per share for the year.

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.

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.

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

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

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

As of June 30, 2025, $319,568 remained under the Board authorized repurchase program.

During the nine months ended June 30, 2025 and 2024, cash used in discontinued operations from operating activities was $820 and $3,707, respectively, primarily related to the settling of certain liabilities and environmental costs.

During the nine months ended June 30, 2025, cash provided by discontinued operations for investing activities of $137 related to proceeds from an insurance recovery.

Cash and Equivalents and Debt June 30, September 30,

Share repurchases during the three months 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 remained under the Board authorized repurchase program.

During the three months ended December 31, 2025 and 2024, cash used in discontinued operations from operating activities was $730 and $180, respectively, primarily related to the settling of certain liabilities and environmental costs.

Cash and Equivalents and Debt December 31, September 30,

Cash and equivalents $ 95,280 $ 99,045

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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.

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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.

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.

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Once repaid, Term Loan B borrowings may not be reborrowed.

The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver (as described below), but is not subject to any financial maintenance covenants.

The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver

(as described below), but is not subject to any financial maintenance covenants.

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.

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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;

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).

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

outstanding standby letters of credit were $14,328;

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(“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.

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.

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.

N et debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company.

The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA

(as defined above) and TTM stock-based compensation expense.

Net Debt to EBITDA, as calculated in accordance with the definition in the Credit Agreement, was 2.5x at June 30, 2025.

The Credit Agreement defines the Company's net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA (as defined above) and TTM stock-based compensation expense.

Net Debt to EBITDA, as calculated in accordance with this definition, was 2.3x at December 31, 2025.

Capital Resource Requirements

Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028 and related annual interest payments of approximately $56,058, a Term Loan B facility maturing in 2029 with an outstanding balance of $451,000 on June 30, 2025 and Revolver maturing in 2028 with an outstanding balance of $37,500.

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

Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028, and related annual interest payments of approximately $56,050, a Term Loan B facility maturing in 2029 with an outstanding balance of $389,000 at December 31, 2025 and Revolver maturing in 2028 which had no outstanding borrowings at December 31, 2025.

The Term Loan B facility accrues interest at the Term SOFR plus a spread of 2.00% (5.68% as of December 31, 2025).

The Revolver accrues interest on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.

Griffon's SOFR loans accrue interest at Term SOFR plus a credit spread adjustment 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).

For the Revolver, interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.

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

SONIA loans accrue interest at SONIA Base Rate plus a credit spread adjustment 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).

A small number of customers account for, and are expected to continue to account for, a substantial portion of Griffon’s consolidated revenue.

For the nine months ended June 30, 2025, our largest customer, The Home Depot, represented 10% of Griffon’s consolidated revenue, 9% of HBP’s revenue and 12% of CPP's revenue.

For the three months ended December 31, 2025, our largest customer, The Home Depot, represented 12% of Griffon’s consolidated revenue, 9% of HBP’s revenue and 17% of CPP's revenue.

No other customer is expected to exceed 10% of consolidated revenue.

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Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally by Clopay Corporation, The AMES Companies, Inc., Clopay AMES Holding Corp., ClosetMaid LLC, AMES Hunter Holdings Corporation, Hunter Fan Company, CornellCookson, LLC and Cornell Real Estate Holdings, LLC, all of which are indirectly 100% owned by Griffon.

In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act, presented below are summarized financial information of the Parent (Griffon) subsidiaries and the Guarantor subsidiaries as of June 30, 2025 and September 30, 2024 and for the nine months ended June 30, 2025 and for the year ended September 30, 2024.

In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act, presented below are summarized financial information of the Parent (Griffon) subsidiaries and the Guarantor subsidiaries as of December 31, 2025 and September 30, 2025 and for the three months ended December 31, 2025 and for the year ended September 30, 2025.

All intercompany balances and transactions between subsidiaries under Parent and subsidiaries under the Guarantor have been eliminated.

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Summarized Statements of Operations and Comprehensive Income (Loss)

For the Nine Months Ended For the Year Ended

June 30, 2025 September 30, 2024

For the Three Months Ended For the Year Ended

December 31, 2025 September 30, 2025

Parent Company Guarantor Companies Parent Company Guarantor Companies

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Summarized Balance Sheet Information

As of June 30, 2025 As of September 30, 2024

As of December 31, 2025 As of September 30, 2025

Parent Company Guarantor Companies Parent Company Guarantor Companies

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Such statements relate to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, the industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies.

Statements in this Form 10-Q that are not historical are hereby

identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” "achieves", “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases.

Statements in this Form 10-Q that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,”

“projects,” “expects,” “believes,” “achieves,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases.

Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements.

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current economic conditions and uncertainties in the housing, credit and capital markets;

Griffon’s ability to achieve expected savings and improved operational results from cost control, restructuring, integration and disposal initiatives (including the expanded CPP global outsourcing strategy announced in May 2023);

Griffon’s ability to achieve expected savings and improved operational results from cost control, restructuring, integration and disposal initiatives;

the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities;

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effects of possible IT system failures, data breaches or cyber-attacks;

the impact of pandemics, such as COVID-19, on the U.S.

the impact of pandemics on the U.S.

and the global economy, including business disruptions, reductions in employment and an increase in business and operating facility failures, specifically among our customers and suppliers;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis