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Item 5. Other Information

2026-02-06 compared with 2025-08-06 · 36 added, 21 removed, 21 unchanged (73% of the section changed)

Other Information

Item 5 Other Information

Master Transaction Agreement

On February 5, 2026, an affiliate of Griffon Corporation (“Griffon”), and the Venanpri Group, a majority-controlled portfolio company of ONCAP Management Partners, L.P.

(“ONCAP”), entered into an agreement (the “Master Transaction Agreement” or “MTA”), to form a joint venture (the “JV”).

The JV will consist of Griffon’s AMES Companies US and Canada businesses, which are part of Griffon’s Consumer and Professional Products segment, and ONCAP’s Venanpri Tools, which consists of its Bellota business in Spain, Mexico and Columbia, its Corona business in the U.S., and its Burgon & Ball business in the UK.

In particular, on February 5, 2026, Griffon AMES HoldCo LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Griffon (“HoldCo”), entered into the MTA with VNPI Global Investments and Services, S.L., a Spanish sociedad limitada (“ VNPI Spain ”), Bellota Holding AG, a Swiss aktiengesellschaft (“ Bellota Switzerland ”, and collectively with VNPI Spain, “ Venanpri ”, and Venanpri, together with HoldCo, the “ Sellers ” and each, a “ Seller ”), Merv HoldCo LLC, a Delaware limited liability company (“ Buyer ”), Merv MidCo LLC, a Delaware limited liability company (“ MidCo ”), and Merv FinCo LLC, a Delaware limited liability company (“ FinCo ”), pursuant to which, among other things, Griffon HoldCo and Venanpri will each undergo a reorganization and sell the stock of certain subsidiaries to Buyer and its subsidiaries to form the JV (the “ Transaction ”).

The MTA provides that, upon the terms and subject to the conditions set forth therein, Buyer will acquire all of the issued and outstanding non-corporate interests of the North America business of The Ames Companies Inc.

(“ AMES ”) for consideration consisting of $100 million in cash, a Tranche A second lien loan in the amount of $90.0 million (“ Tranche A ”), a Tranche B second lien loan in the amount of $71.1 million (“ Tranche B ” and, together with Tranche A, the “ Second-Lien Loan Facilities ”), and a 42.78% equity interest in Buyer.

Prior to the consummation of the Transaction, AMES will be converted to a limited liability company and the equity interests of Griffon Australia Holdings PTY Ltd (“ Griffon Australia ”), Ames Hunter Holdings Corporation (“ Hunter ”), The Ames Companies UK Ltd.

(“ Ames UK ”) and True Temper Limited (“ True Temper ”) will be transferred from Ames to one or more other subsidiaries of Griffon, such that Griffon Australia, Hunter, Ames UK, True Temper and their respective subsidiaries are no longer subsidiaries of AMES.

As part of the Transaction, (i) Buyer and its subsidiaries are acquiring certain subsidiaries of VNPI Spain and Bellota Switzerland from Venanpri in exchange for a 52.17% interest in Buyer and $117 million in cash, and (ii) an ONCAP-managed vehicle is providing $14 million in cash to Buyer in exchange for a 5.05% interest in Buyer (the “ ONCAP Investment ”).

In connection with the ONCAP Investment, ONCAP has delivered an equity commitment letter to Buyer.

In order to consummate the Transaction, FinCo will be required to secure third-party debt financing.

FinCo will borrow $173 million pursuant to a senior secured term loan facility and $50 million through a receivables financing;

and will have access to a $22 million revolving loan facility that will be undrawn upon consummation of the Transaction (collectively, the “ Third Party Debt ”).

In connection with the senior secured term loan facility and revolving loan facility, certain third-party lenders have entered into a debt commitment letter with Griffon and ONCAP.

The parties have also entered into a debt commitment letter for the $50 million receivables financing.

In connection with HoldCo’s entry into the MTA, HoldCo has agreed to provide the Second-Lien Loan Facilities (together with the Third Party Debt, the “ Debt Financing ”).

The consummation of the Transaction (the “ Closing ”) is subject to certain conditions, including (a) (i) the expiration or termination of any waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “ HSR Act ”), (ii) the expiration or termination of any applicable waiting periods, and/or the obtaining of any applicable approvals, under the competition laws of certain other jurisdictions, and (iii) the absence of any law or order restraining, enjoining or otherwise prohibiting the Transaction and (b) the Third Party Debt having been obtained, and FinCo having received the full amount of the Third Party Debt.

The obligations of each of HoldCo, Venanpri and Buyer to consummate the Transaction are also subject to additional customary conditions, including (x) subject to specific standards, the accuracy of the representations and warranties of the other parties, and (y) the performance in all material respects by the other parties of their respective obligations under the MTA.

HoldCo and Venanpri have made customary representations and warranties in the MTA and have agreed to customary covenants regarding the operation of their respective businesses and their respective subsidiaries prior to the earlier of the Closing or the date that the MTA is terminated in accordance with its terms.

Under the MTA, Griffon HoldCo and Venanpri will be subject to “no-shop” restrictions and will not, subject to certain exceptions set forth in the MTA, (i) solicit or knowingly encourage inquiries or proposals relating to alternative acquisition transactions or (ii) engage in discussions or negotiations regarding, or provide any non-public information to third parties in connection with, alternative acquisition proposals.

The MTA also includes customary termination provisions for Griffon HoldCo, Venanpri and Buyer.

The MTA requires the parties to the MTA to use their reasonable best efforts to take all actions to consummate the Transaction, including using their reasonable best efforts to obtain all required antitrust approvals.

In using their reasonable best efforts to obtain antitrust approval, the parties are required to take any and all steps necessary, proper or advisable to avoid or eliminate, subject to certain exceptions, each and every impediment under the HSR Act or any other antitrust law so as to enable the consummation of the Transaction to occur as soon as reasonably possible, including, among other things, by proposing, negotiating, committing to and effecting, as necessary, the sale, divestiture or disposition of businesses, product lines or assets of the entities to be sold to the Buyer, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the Transaction.

The MTA has been filed as Exhibit 2.1 hereto to provide investors and securities holders with certain information regarding its terms.

It is not intended to provide any other factual information about the parties to the MTA.

The MTA contains representations and warranties that the parties to the MTA made solely for the benefit of each other.

The assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure letters that the parties exchanged in connection with signing the MTA.

In addition, these representations and warranties (i) were made as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may apply materiality standards different from what may be viewed as material to investors and securities holders, and (iii) were made only as of the date of the MTA or as of such other date or dates as may be specified in the MTA.

Moreover, information concerning the subject matter of such representations and warranties may change after the date of the MTA, which subsequent information may or may not be fully reflected in the Company’s public disclosures (and the Company undertakes no obligation to update its public disclosures with respect thereto).

Investors and securities holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances at this time or any other time.

Rule 10b5-1 Trading Plans

During the quarter ended June 30, 2025 , none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement".

Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Griffon Corporation 2025 Retiree Medical Plan

On August 5, 2025, we approved a retiree medical arrangement (the "RMA") for each of Ronald J.

Kramer, our Chief Executive Officer;

Mehmel, our President and Chief Operating Officer;

Harris, our Executive Vice President and Chief Financial Officer;

Kaplan, our Senior Vice President, General Counsel and Secretary.

To vest and qualify for benefits under the RMA, each executive must have age plus years of service equal to 72 or greater and must remain employed by Griffon for one year following approval of the RMA.

Each of Messrs.

Kramer, Mehmel, Harris and Kaplan will meet these vesting requirements in August, 2026.

If, prior to vesting, an executive’s employment is terminated by Griffon without cause, by the executive for good reason, or due to the death or disability of the executive, the executive will immediately fully vest under the RMA.

Under the RMA, Griffon has agreed to provide coverage under its major medical plans for the executive and the executive’s spouse, following the executive’s retirement, for the life of the executive and the executive’s spouse (or, if such coverage cannot be provided, an equivalent benefit).

Griffon will also be obligated to reimburse each executive up to $35,000 a year (indexed 3% a year for inflation, with the base year being 2025) for qualified medical expenses, incurred by the executive or the executive’s spouse, that are not covered by Griffon’s major medical plans (such as deductibles, co-payments, and out-of-network costs).

Exhibit Number

Exhibit Description

During the fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

Item 6 Exhibits

2.1* Master Transaction Agreement, dated as of February 5, 2026, among Griffon Ames HoldCo LLC, VNPI Global Investments and Services, S.L., Bellota Holding AG, Merv Holdco LLC, Merv Midco LLC And Merv Finco LLC.

Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

18 unchanged sentences

(Principal Accounting Officer)

August 6, 2025

February 5, 2026

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 5. Other Information