GRIFFON CORP 10-Q

Item 1 – Financial Statements GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) December 31, 2025 September 30, 2025 CURRENT ASSETS Cash and equivalents $ 95,280 $ 99,045 Accounts receivable, net of allowances of $ 11,354 and $ 10,086 273,955 290,807 Inventories 440,320 440,772 Prepaid and other current assets 56,996 53,059 Assets held for sale 5,534 5,609 Assets of discontinued operations 1,300 1,302 Total Current Assets 873,385 890,594 PROPERTY, PLANT AND EQUIPMENT, net 293,095 293,528 OPERATING LEASE RIGHT-OF-USE ASSETS 181,170 167,829 GOODWILL 192,917 192,917 INTANGIBLE ASSETS, net 483,344 488,114 OTHER ASSETS 26,203 25,956 ASSETS OF DISCONTINUED OPERATIONS 4,688 4,699 Total Assets $ 2,054,802 $ 2,063,637 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 8,119 $ 8,103 Accounts payable 138,835 137,484 Accrued liabilities 157,279 152,707 Current portion of operating lease liabilities 34,370 32,307 Liabilities of discontinued operations 3,241 3,956 Total Current Liabilities 341,844 334,557 LONG-TERM DEBT, net 1,346,110 1,404,387 LONG-TERM OPERATING LEASE LIABILITIES 159,299 147,203 OTHER LIABILITIES 93,903 98,748 LIABILITIES OF DISCONTINUED OPERATIONS 4,743 4,770 Total Liabilities 1,945,899 1,989,665 COMMITMENTS AND CONTINGENCIES - See Note 20 SHAREHOLDERS’ EQUITY Total Shareholders’ Equity 108,903 73,972 Total Liabilities and Shareholders’ Equity $ 2,054,802 $ 2,063,637 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 1 Table of Contents GRIFFON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the Three Months Ended December 31, 2025 and 2024 (Unaudited) COMMON STOCK CAPITAL IN EXCESS OF PAR VALUE RETAINED EARNINGS TREASURY SHARES ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) DEFERRED COMPENSATION (in thousands) SHARES PAR VALUE SHARES COST TOTAL Balance at September 30, 2025 84,746 $ 21,187 $ 690,153 $ 479,048 38,400 $ ( 1,044,496 ) $ ( 71,920 ) $ — $ 73,972 Net income — — — 64,387 — — — — 64,387 Dividend — — — ( 10,089 ) — — — — ( 10,089 ) 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 — — — Stock-based compensation — — 6,427 — — — — — 6,427 Other comprehensive income, net of tax — — — — — — 4,552 — 4,552 Balance at December 31, 2025 84,746 $ 21,187 $ 679,235 $ 533,346 38,173 $ ( 1,057,497 ) $ ( 67,368 ) $ — $ 108,903 COMMON STOCK CAPITAL IN EXCESS OF PAR VALUE RETAINED EARNINGS TREASURY SHARES ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) DEFERRED COMPENSATION (in thousands) SHARES PAR VALUE SHARES COST TOTAL 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 — — — — 64 ( 5,342 ) — — ( 5,342 ) Amortization of deferred compensation — — — — — — — 218 218 Common stock acquired including excise taxes — — — — 610 ( 42,963 ) — — ( 42,963 ) Equity awards granted, net — — ( 12,136 ) — ( 493 ) 12,136 — — — ESOP allocation of common stock — — 537 — — 104 — — 641 Stock-based compensation — — 5,378 — — — — — 5,378 Other comprehensive income, net of tax — — — — — — ( 17,699 ) — ( 17,699 ) Balance at December 31, 2024 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 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) (Unaudited) Three Months Ended December 31, 2025 2024 Revenue $ 649,088 $ 632,371 Cost of goods and services 382,323 368,095 Gross profit 266,765 264,276 Selling, general and administrative expenses 153,406 152,181 Income from operations 113,359 112,095 Other income (expense) Interest expense ( 22,104 ) ( 24,887 ) Interest income 357 406 Gain on sale of real estate — 7,974 Loss from debt extinguishment ( 556 ) — Other, net ( 1,090 ) 1,832 Total other expense, net ( 23,393 ) ( 14,675 ) 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 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 $ 64,387 $ 70,851 Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments 3,601 ( 20,018 ) Pension and other post retirement plans 1,928 55 Change in cash flow hedges ( 977 ) 2,264 Total other comprehensive income (loss), net of taxes 4,552 ( 17,699 ) Comprehensive income, net $ 68,939 $ 53,152 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 3 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Three Months Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 64,387 $ 70,851 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 15,703 15,614 Stock-based compensation 6,427 5,378 Provision for losses on accounts receivable 1,862 1,182 Amortization of debt discounts and issuance costs 1,052 1,029 Loss from debt extinguishment 556 — Pension and other post-retirement non-cash charges 2,310 636 Loss on sale of assets and investments — 168 Gain on sale of real estate — ( 7,974 ) Change in assets and liabilities: Decrease in accounts receivable 15,826 35,445 (Increase) decrease in inventories 1,939 ( 393 ) 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 Net cash provided by operating activities 106,992 142,922 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment ( 7,662 ) ( 17,456 ) Proceeds from the sale of property, plant and equipment — 17,220 Net cash used in investing activities ( 7,662 ) ( 236 ) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid ( 11,196 ) ( 9,037 ) Purchase of shares for treasury ( 30,308 ) ( 49,083 ) Payments of long-term debt ( 60,000 ) ( 50,000 ) Financing costs ( 38 ) ( 42 ) Other, net ( 12 ) 41 Net cash used in financing activities ( 101,554 ) ( 108,121 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in operating activities ( 730 ) ( 180 ) Net cash used in discontinued operations ( 730 ) ( 180 ) Effect of exchange rate changes on cash and equivalents ( 811 ) 3,129 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS ( 3,765 ) 37,514 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 99,045 114,438 CASH AND EQUIVALENTS AT END OF PERIOD $ 95,280 $ 151,952 Supplemental Disclosure of Non-Cash Flow Information: Capital expenditures in accounts payable $ 1,559 $ 2,064 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 4 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) (Unless otherwise indicated, references to years or year-end refer to Griffon’s fiscal period ending September 30) NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION About Griffon Corporation Griffon Corporation (the “Company”, “Griffon”, “we” or “us”) is a diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities, as well as divestitures. As long-term investors, we intend to continue to grow and strengthen our existing businesses, and to diversify further through investments in our businesses and acquisitions. The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF). Griffon conducts its operations through two reportable segments: • Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. 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 Clopay, Cornell and Cookson brands. • Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. 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. 5 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business, properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s businesses are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year. The Condensed Consolidated Balance Sheet information at September 30, 2025 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2025. The condensed consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in prior years may have been reclassified to conform to the current year presentation. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for 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. Actual results may ultimately differ from these estimates. NOTE 2 – FAIR VALUE MEASUREMENTS The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit and variable rate debt is based upon current market rates. Applicable accounting guidance establishes a fair value hierarchy requiring the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets. • Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. • Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. 6 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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 $ 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 In the normal course of business, Griffon’s operations are exposed to the effects of changes in foreign currency exchange rates related to inventory purchases. To manage these risks, Griffon may enter into various derivative contracts such as foreign currency exchange contracts, including forwards and options. 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. Dollars. 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 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 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 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 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 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 The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service, or a bundle of goods or services, to the customer, and is the unit of accounting. A contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance and with respect to which payment terms are identified and collectability is probable. Once the Company has entered into a contract or purchase order, it is evaluated to identify performance obligations. 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). 7 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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, 2025. See Note 12 - Reportable Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location. NOTE 4 – INVENTORIES Inventories are stated at the lower of cost (first-in, first-out or average cost) or net realizable value. The following table details the components of inventory: At December 31, 2025 At September 30, 2025 Raw materials and supplies $ 87,273 $ 89,305 Work in process 14,444 13,685 Finished goods 338,603 337,782 Total $ 440,320 $ 440,772 NOTE 5 – PROPERTY, PLANT AND EQUIPMENT The following table details the components of property, plant and equipment, net: At December 31, 2025 At September 30, 2025 Land, building and building improvements $ 161,634 $ 160,233 Machinery and equipment (1) 506,678 498,656 Leasehold improvements 38,366 38,317 706,678 697,206 Accumulated depreciation ( 413,583 ) ( 403,678 ) Total $ 293,095 $ 293,528 (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. 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. 8 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 6 – CREDIT LOSSES The Company is exposed to credit losses primarily through sales of products and services. Trade receivables are recorded at their stated amount, less expected allowances for credit losses and, when appropriate, for customer program reserves and cash discounts. The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivable balances and the financial condition of its customers. The expected allowance for 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. Generally, estimates used to determine the allowance are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. 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 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, 2025 2024 Beginning Balance, October 1 $ 10,086 $ 10,986 Provision for expected credit losses 1,862 1,182 Amounts written off charged against the allowance ( 723 ) ( 334 ) Other, primarily foreign currency translation 129 ( 68 ) Ending Balance, December 31 $ 11,354 $ 11,766 9 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 7 – GOODWILL AND OTHER INTANGIBLES 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 Consumer and Professional Products 1,664 Total $ 192,917 The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets: At December 31, 2025 At September 30, 2025 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships & other $ 450,051 $ 159,466 17 $ 449,203 $ 153,507 Technology and patents 18,951 10,539 10 18,596 10,147 Total amortizable intangible assets 469,002 170,005 467,799 163,654 Trademarks 184,347 — 183,969 — Total intangible assets $ 653,349 $ 170,005 $ 651,768 $ 163,654 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: remaining in 2026 - $ 17,740 ; 2027 - $ 23,600 ; 2028 - $ 23,600 ; 2029 - $ 23,500 ; 2030 - $ 23,300 ; 2031 - $ 23,300 ; thereafter $ 163,957 . 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 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); 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. 10 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 9 – LONG-TERM DEBT 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 Senior notes due 2028 (a) $ 974,775 $ 109 ( 4,376 ) $ 970,508 5.75 % $ 974,775 $ 121 $ ( 4,880 ) $ 970,016 5.75 % Term Loan B due 2029 (b) 389,000 ( 371 ) ( 3,356 ) 385,273 Variable 449,000 ( 461 ) ( 4,169 ) 444,370 Variable Revolver due 2028 (b) — — ( 1,927 ) ( 1,927 ) Variable — — ( 2,113 ) ( 2,113 ) Variable Non US lines of credit (c) — — ( 9 ) ( 9 ) Variable — — ( 34 ) ( 34 ) Variable Other debt (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 less: Current portion ( 8,119 ) — — ( 8,119 ) ( 8,103 ) — — ( 8,103 ) 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 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. 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) 5.9 % $ 14,012 $ ( 12 ) $ 505 $ 14,505 5.9 % $ 14,012 $ ( 12 ) $ 505 $ 14,505 Term Loan B due 2029 (b) 6.5 % 6,873 35 313 7,221 7.3 % 8,055 35 313 8,403 Revolver due 2028 (b) Variable 248 — 186 434 Variable 1,877 — 186 2,063 Non US lines of credit (c) Variable 80 — 25 105 Variable 2 — 2 4 Other long term debt (d) Variable 7 — — 7 Variable 59 — — 59 Capitalized interest ( 168 ) — — ( 168 ) ( 147 ) — — ( 147 ) Totals $ 21,052 $ 23 $ 1,029 $ 22,104 $ 23,858 $ 23 $ 1,006 $ 24,887 11 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) (a) During 2020, Griffon issued, at par, $ 1,000,000 of 5.75 % Senior Notes due 2028 (the “Senior Notes”). Proceeds from the Senior Notes were used to redeem $ 1,000,000 of 5.25 % Senior Notes due in 2022. In connection with the issuance and exchange of the Senior Notes, Griffon capitalized $ 16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes. 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 December 31, 2025, outstanding Senior Notes due totaled $ 974,775 ; interest is payable semi-annually on March 1 and September 1. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. 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 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. 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 %. 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. Term Loan B borrowings may generally be repaid without penalty. 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. 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 $ 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. In the event the Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027. The amendment also modified certain other provisions of the Credit Agreement, including increasing the letter of credit sub-facility under the Revolver from $ 100,000 to $ 125,000 and increasing the customary accordion feature from a minimum of $ 375,000 to a minimum of $ 500,000 . The Revolver also includes a multi-currency sub-facility of $ 200,000 . Borrowings under the Revolver may be repaid and re-borrowed at any time. 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 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). 12 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Both the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors. (c) In November 2012, Garant G.P. (“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 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 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) 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 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, 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 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. 13 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan (the "Original Incentive Plan") pursuant to which, among other things, awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted. On January 31, 2018, shareholders approved Amendment No. 1 to the Original Incentive Plan pursuant to which, among other things, 1,000,000 shares were added to the Original Incentive Plan; on January 30, 2020, shareholders approved Amendment No. 2 to the Original Incentive Plan, pursuant to which 1,700,000 shares were added to the Original Incentive Plan; on February 17, 2022, shareholders approved the Amended and Restated 2016 Equity Incentive Plan (the “Amended Incentive Plan”), which amended and restated the Original Incentive Plan and pursuant to which, among other things, 1,200,000 shares were added to the Original Incentive Plan; and on March 20, 2024, shareholders approved an amendment to add 2,600,000 shares to the Amended Incentive Plan. Options granted under the Amended Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100 % of the fair market value at the date of grant. 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 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 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 $ 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 program or issuer tender offer, or in privately negotiated transactions. 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. 14 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 11 – EARNINGS PER SHARE (EPS) 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 December 31, 2025 2024 Common shares outstanding 46,574 48,122 Non-vested restricted stock ( 1,877 ) ( 2,677 ) Impact of weighted average shares ( 42 ) 93 Weighted average shares outstanding - basic 44,655 45,538 Incremental shares from stock-based compensation 1,110 2,003 Weighted average shares outstanding - diluted 45,765 47,541 NOTE 12 – REPORTABLE SEGMENTS Griffon reports its operations through two reportable segments, as follows: • Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. 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 Clopay, Cornell and Cookson brands. • Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. Information on Griffon’s reportable segments is as follows: For the Three Months Ended December 31, REVENUE 2025 2024 Home and Building Products $ 408,004 $ 395,401 Consumer and Professional Products 241,084 236,970 Total revenue $ 649,088 $ 632,371 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. 15 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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, 2025 2024 Segment adjusted EBITDA: Home and Building Products $ 122,835 $ 127,042 Consumer and Professional Products 21,730 18,192 Segment adjusted EBITDA 144,565 145,234 Unallocated amounts, excluding depreciation (5) ( 14,984 ) ( 14,042 ) Net interest expense ( 21,747 ) ( 24,481 ) Depreciation and amortization ( 15,703 ) ( 15,614 ) Impact of retirement plan events ( 1,609 ) — Loss from debt extinguishment ( 556 ) — Gain on sale of real estate — 7,974 Strategic review - retention and other — ( 1,651 ) 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. 16 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) For the Three Months Ended December 31, DEPRECIATION and AMORTIZATION 2025 2024 Segment: Home and Building Products $ 4,401 $ 4,275 Consumer and Professional Products 11,129 11,218 Total segment depreciation and amortization 15,530 15,493 Corporate 173 121 Total consolidated depreciation and amortization $ 15,703 $ 15,614 For the Three Months Ended December 31, 2025 2024 CAPITAL EXPENDITURES Segment: Home and Building Products $ 5,208 $ 8,831 Consumer and Professional Products 2,342 4,361 Total segment capital expenditures 7,550 13,192 Corporate 112 4,264 Total consolidated capital expenditures $ 7,662 $ 17,456 ASSETS At December 31, 2025 At September 30, 2025 Segment assets: Home and Building Products $ 757,973 $ 770,072 Consumer and Professional Products (1) 1,172,427 1,164,957 Total segment assets 1,930,400 1,935,029 Corporate 118,414 122,607 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. 17 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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, 2025 2024 Residential repair and remodel (1) $ 202,111 $ 194,682 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, 2025 2024 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. 18 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 13 – EMPLOYEE BENEFIT PLANS Defined benefit pension income included in Other Income (Expense), net was as follows: Three Months Ended December 31, 2025 2024 Interest cost $ 1,359 $ 1,605 Expected return on plan assets ( 2,197 ) ( 2,542 ) Amortization: Recognized actuarial loss 701 636 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 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. Specifically, the amendments in the standard require the Company to disclose disaggregated: (1) income taxes paid by federal, state, and foreign, (2) continuing operations pre-tax income between domestic and foreign, and (3) continuing operations income tax expense by federal, state and foreign. 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 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 . 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 19 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) expense captions that are not separately disaggregated quantitatively, and the total amount of selling expenses, and on an annual basis, the definition of selling expenses. The ASU is effective for the Company beginning with the Company's fiscal year 2027 and interim reporting periods beginning with the Company's 2028 fiscal year. Implementation of this standard may be applied prospectively or retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. NOTE 15 – DISCONTINUED OPERATIONS 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 December 31, 2025 At September 30, 2025 Assets of discontinued operations: Prepaid and other current assets $ 1,300 $ 1,302 Other long-term assets 4,688 4,699 Total assets of discontinued operations $ 5,988 $ 6,001 Liabilities of discontinued operations: Accrued liabilities, current $ 3,241 $ 3,956 Other long-term liabilities 4,743 4,770 Total liabilities of discontinued operations $ 7,984 $ 8,726 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 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 HBP and CPP offer warranties against product defects for periods generally ranging from one to ten years , with limited lifetime warranties on certain door and fan models. Typical warranties require HBP and CPP to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience, and periodically assesses its warranty obligations and adjusts the liability as necessary. CPP offers an express limited warranty for a period of ninety days on all products from the date of original purchase unless otherwise stated on the product or packaging from the date of original purchase. Warranty costs expected to be incurred in the next 12 months are classified in accrued liabilities. Warranty costs expected to be incurred beyond one year are classified in other long-term liabilities. 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. 20 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) (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, 2025 2024 Balance, beginning of period $ 10,143 $ 13,050 Warranties issued and changes in estimated pre-existing warranties 4,191 5,202 Actual warranty costs incurred ( 3,270 ) ( 5,129 ) Balance, end of period $ 11,064 $ 13,123 NOTE 18 – OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: For the Three Months Ended December 31, 2025 2024 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 3,601 $ — $ 3,601 $ ( 20,018 ) $ — $ ( 20,018 ) Pension and other defined benefit plans 2,310 ( 382 ) 1,928 69 ( 14 ) 55 Cash flow hedges ( 1,396 ) 419 ( 977 ) 3,234 ( 970 ) 2,264 Total other comprehensive income (loss) $ 4,515 $ 37 $ 4,552 $ ( 16,715 ) $ ( 984 ) $ ( 17,699 ) The components of Accumulated other comprehensive income (loss) are as follows: At December 31, 2025 At September 30, 2025 Foreign currency translation adjustments $ ( 41,554 ) $ ( 45,155 ) Pension and other defined benefit plans ( 25,560 ) ( 27,488 ) Cash flow hedges ( 254 ) 723 Total $ ( 67,368 ) $ ( 71,920 ) Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows: For the Three Months Ended December 31, Gain (Loss) 2025 2024 Pension amortization $ ( 2,310 ) $ ( 636 ) Cash flow hedges 598 735 Total gain (loss) before tax $ ( 1,712 ) $ 99 Tax benefit 360 ( 21 ) Net of tax $ ( 1,352 ) $ 78 21 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 19 — LEASES The Company recognizes right-of-use ("ROU") assets and lease liabilities on the balance sheet, with the exception of leases with a term of twelve months or less. The Company determines if an arrangement is a lease at inception. 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, and the related finance lease obligations are presented within debt on our Condensed Consolidated Balance Sheets. The Company's finance leases are immaterial. ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments primarily include rent and insurance costs (lease components). The Company's leases also include non-lease components such as real estate taxes and common-area maintenance costs. The Company elected the practical expedient to account for lease and non-lease components as a single component. In certain of the Company's leases, the non-lease components are variable and in accordance with the standard are therefore excluded from lease payments to determine the ROU asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. 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 costs are recognized as incurred. Components of operating lease costs are as follows: For the Three Months Ended December 31, 2025 2024 Fixed $ 11,745 $ 11,634 Variable (a), (b) 2,455 2,667 Short-term (b) 1,803 1,243 Total $ 16,003 $ 15,544 ________________ (a) Primarily relates to common-area maintenance and property taxes. (b) Not recorded on the balance sheet. 22 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Supplemental cash flow information were as follows: For the Three Months Ended December 31, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,664 $ 10,893 Financing cash flows from finance leases 38 42 Total $ 9,702 $ 10,935 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: December 31, 2025 September 30, 2025 Operating Leases: Right of use assets: Operating right-of-use assets $ 181,170 $ 167,829 Lease Liabilities: Current portion of operating lease liabilities $ 34,370 $ 32,307 Long-term operating lease liabilities 159,299 147,203 Total operating lease liabilities $ 193,669 $ 179,510 Finance Leases: Property, plant and equipment, net (1) $ 525 $ 430 Lease Liabilities: Notes payable and current portion of long-term debt $ 117 $ 102 Long-term debt, net 267 149 Total financing lease liabilities $ 384 $ 251 (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. 23 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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 2026 (a) $ 33,871 $ 109 2027 41,559 95 2028 35,645 90 2029 30,363 82 2030 22,721 44 2031 16,136 10 Thereafter 57,120 — Total lease payments $ 237,415 $ 430 Less: Imputed Interest ( 43,746 ) ( 46 ) Present value of lease liabilities $ 193,669 $ 384 (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): Operating Leases 6.75 Finance Leases 4.03 Weighted-average discount rate: Operating Leases 6.12 % Finance Leases 6.01 % NOTE 20 — COMMITMENTS AND CONTINGENCIES Legal and environmental Peekskill Site. Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted lamp manufacturing and metal finishing operations at a location in the Town of Cortlandt, New York, just outside the city of Peekskill, New York (the “Peekskill Site”) which was owned by ISC Properties, Inc. (“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. Stream sediments downgradient from the Peekskill Site also contain metals. On May 15, 2019 the United States Environmental Protection Agency ("EPA") added the Peekskill Site to the National Priorities List under CERCLA and has since reached agreement with Lightron and ISCP pursuant to which Lightron and ISCP will perform a Remedial Investigation/Feasibility Study (“RI/FS”). Performance of the RI/FS is expected to be completed in 2027. Lightron has not engaged in any operations in over three decades. ISCP functioned solely as a real estate holding company and has not held any real property in over three decades. 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 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 24 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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. The State of Tennessee Department of Environment and Conservation (“TDEC”) identified the Memphis site as being potentially contaminated, raising the possibility that site operations could have resulted in soil and groundwater contamination involving volatile organic compounds and metals. In 2021, the TDEC performed a preliminary assessment of the site and recommended to the EPA that it include the site on the National Priorities List established under CERCLA. The TDEC further recommended that the EPA fund an investigation of potential soil gas contamination in receptors near the site. The TDEC has also indicated that it will proceed with this investigation if the EPA does not act. Since 2021, there has been no further action by the EPA or TDEC relating to the Memphis site. It is unknown whether the EPA will add the Memphis Site to the National Priorities List, whether a site investigation will reveal contamination and, if there is contamination, the extent of any such contamination. However, given that certain PCB work was not completed in the past and the TDEC’s stated intent for the EPA to perform an investigation (and the statement by the TDEC that it will perform the investigation if the EPA will not), liability is probable in this matter. There are other potentially responsible parties for this site, including a former owner of Hunter; Hunter has notified such former owner of this matter. If the EPA decides to add this site to the National Priorities List, a Remedial Investigation/Feasibility Study (“RI/FS”) will be required. Hunter expects that the EPA will ask it to perform this work. If Hunter does not reach an agreement with the EPA to perform this work, the EPA will implement the RI/FS on its own. Should the EPA implement the RI/FS or perform further studies and/or subsequently remediate the site without first reaching an agreement with one or more relevant parties, the EPA would likely seek reimbursement from such parties, including Hunter, for the costs incurred. General legal Griffon is subject to various laws and regulations relating to the protection of the environment and is a party to legal proceedings arising in the ordinary course of business. 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 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. 25 Table of Contents (Unless otherwise indicated, US Dollars and non-US currencies are in thousands, except per share data)