What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-07 · 319 added, 207 removed, 687 unchanged (43% of the section changed)

16 unchanged sentences

INTANGIBLE ASSETS, net 346,815 363,955

EQUITY METHOD INVESTMENT 118,600 —

NOTES RECEIVABLE (related party) 162,039 —

OTHER ASSETS 23,713 26,191

43 unchanged sentences

Balance at March 31, 2026 84,746 $ 21,187 $ 687,878 $ 542,660 38,631 $ ( 1,092,084 ) $ ( 65,194 ) $ 94,447

Net income — — — 51,632 — — — 51,632

Dividend — — — ( 10,040 ) — — — ( 10,040 )

Shares withheld on employee taxes on vested equity awards — — — — 15 ( 1,377 ) — ( 1,377 )

Common stock acquired including excise taxes — — — — 626 ( 53,724 ) — ( 53,724 )

Equity awards granted, net — — ( 73 ) — ( 3 ) 73 — —

Stock-based compensation (1)

— — 7,454 — — — — 7,454

(1) For the six months ended March 31, 2026, stock-based compensation expense of $ 14,238 reflected in the Condensed Consolidated Statements of Shareholders' equity includes approximately $ 480 of stock-based compensation expense that is recorded within discontinued operations in our Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows.

Accumulated other comprehensive income released upon disposition of businesses — — — — — — 36,249 36,249

Other comprehensive income, net of tax — — — — — — 4,515 4,515

Balance at June 30, 2026 84,746 $ 21,187 $ 695,259 $ 584,252 39,269 $ ( 1,147,112 ) $ ( 24,430 ) $ 129,156

___________________________

(1) For the nine months ended June 30, 2026, stock-based compensation expense of $ 21,692 reflected in the Condensed Consolidated Statements of Shareholders' Equity includes approximately $ 1,040 of stock-based compensation expense that is recorded within discontinued operations in our Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows.

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

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

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

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

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

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

Stock-based compensation (1)

— — 5,968 — — — — — 5,968

(1) For the six months ended March 31, 2025, stock-based compensation expense of $ 11,893 reflected in the Condensed Consolidated Statement of Shareholders' equity includes approximately $ 631 of stock-based compensation expense that is recorded within discontinued operations in our Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows.

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

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

___________________________

(1) For the nine months ended June 30, 2025, stock-based compensation expense of $ 17,861 reflected in the Condensed Consolidated Statements of Shareholders' Equity includes approximately $ 963 of stock-based compensation expense that is recorded within discontinued operations in our Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows.

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

2 unchanged sentences

(in thousands, except per share data)

Three Months Ended March 31, Six Months Ended March 31,

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

2026 2025 2026 2025

3 unchanged sentences

Selling, general and administrative expenses 110,552 107,283 324,515 321,790

Income from continuing operations 87,346 90,886 186,759 195,227

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

Total operating expenses 110,552 350,895 324,515 565,402

Income (loss) from continuing operations 115,502 ( 132,054 ) 302,261 63,173

Other income (expense)

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Total other expense, net ( 23,531 ) ( 23,706 ) ( 69,592 ) ( 71,476 )

Income before taxes from continuing operations 64,975 67,587 140,698 147,457

Provision for income taxes from continuing operations 18,038 17,782 38,189 38,516

Income from continuing operations $ 46,937 $ 49,805 $ 102,509 $ 108,941

Income (loss) before taxes from continuing operations 91,971 ( 155,760 ) 232,669 ( 8,303 )

Provision (benefit) for income taxes from continuing operations 25,660 ( 47,105 ) 63,849 ( 8,589 )

Income (loss) from continuing operations $ 66,311 $ ( 108,655 ) $ 168,820 $ 286

Discontinued operations:

Income (loss) from operations of discontinued operations ( 6,937 ) 6,559 ( 30,464 ) 35,159

Provision (benefit) for income taxes ( 10,151 ) 4,093 ( 4,723 ) 9,928

Provision for income taxes 7,742 18,043 3,019 27,971

Income (loss) from discontinued operations ( 14,679 ) ( 11,484 ) ( 33,483 ) 7,188

Net income $ 19,318 $ 56,762 $ 83,705 $ 127,613

Basic earnings per common share:

Income from continuing operations $ 1.05 $ 1.09 $ 2.30 $ 2.39

Net income (loss) $ 51,632 $ ( 120,139 ) $ 135,337 $ 7,474

Basic earnings (loss) per common share:

Income (loss) from continuing operations $ 1.51 $ ( 2.40 ) $ 3.80 $ 0.01

Income (loss) from discontinued operations ( 0.33 ) ( 0.25 ) ( 0.75 ) 0.16

Basic earnings per common share $ 0.43 $ 1.24 $ 1.88 $ 2.80

Basic earnings (loss) per common share $ 1.17 $ ( 2.65 ) $ 3.05 $ 0.16

Basic weighted-average shares outstanding 43,970 45,320 44,414 45,505

Diluted earnings per common share:

Income from continuing operations $ 1.03 $ 1.06 $ 2.24 $ 2.31

Diluted earnings (loss) per common share:

Income (loss) from continuing operations $ 1.47 $ ( 2.40 ) $ 3.71 $ 0.01

Income (loss) from discontinued operations ( 0.33 ) ( 0.25 ) ( 0.74 ) 0.15

Diluted earnings per common share $ 0.42 $ 1.21 $ 1.83 $ 2.70

Diluted earnings (loss) per common share $ 1.14 $ ( 2.65 ) $ 2.97 $ 0.16

Diluted weighted-average shares outstanding 45,148 45,320 45,543 46,911

6 unchanged sentences

Total other comprehensive income (loss), net of taxes 4,515 12,446 11,241 ( 2,836 )

Comprehensive income, net $ 21,492 $ 59,179 $ 90,431 $ 112,331

Comprehensive income (loss), net $ 56,147 $ ( 107,693 ) $ 146,578 $ 4,638

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

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(in thousands)

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS:

Net income $ 135,337 $ 7,474

Net (income) loss from discontinued operations 18,804 ( 18,672 )

Net loss (income) from discontinued operations 33,483 ( 7,188 )

Income from continuing operations 168,820 286

1 unchanged sentence

Depreciation and amortization 29,857 28,754

Paid-in-kind interest ( 939 ) —

Stock-based compensation 20,652 16,898

Goodwill and intangible asset impairments — 243,612

Provision (recovery) for losses on accounts receivable 174 ( 5 )

2 unchanged sentences

Pension and other post-retirement non-cash charges

Deferred income tax benefit ( 124 ) —

Deferred income tax provision (benefit) ( 124 ) ( 25,000 )

Change in assets and liabilities:

1 unchanged sentence

Increase in inventories ( 14,024 ) ( 17,481 )

Decrease in prepaid and other assets 797 6,463

(Increase) decrease in prepaid and other assets ( 11,147 ) 3,836

Increase (decrease) in accounts payable, accrued liabilities and other liabilities 18,808 ( 16,989 )

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Acquisition of property, plant and equipment ( 23,736 ) ( 32,498 )

Proceeds from sale of business 100,000 —

Other, net — 138

Net cash used in investing activities - continuing operations ( 17,652 ) ( 25,801 )

Net cash provided by (used in) investing activities - continuing operations 76,264 ( 32,360 )

CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS:

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Effect of exchange rate changes on cash and equivalents ( 839 ) 2,553

NET INCREASE IN CASH AND EQUIVALENTS 10,627 13,383

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 11,305 ( 7,159 )

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

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

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 the end of June 2026, Griffon’s interest in the joint venture will be accounted for as an equity method investment.

As of March 31, 2026, the Company recorded a loss of $ 22,648 on assets held for sale because the carrying value of the United States (“U.S.”) and Canada businesses of the AMES Companies is greater than its estimated fair value less its cost to sell.

Griffon also announced on February 5, 2026 the initiation of a comprehensive review of strategic alternatives for its AMES Australia and United Kingdom ("U.K.") operations.

The strategic process for AMES Australia is active and ongoing and we expect to complete the process by the end of the calendar year.

On February 5, 2026, Griffon announced that it entered into a definitive agreement to form a joint venture with ONCAP Management Partners, L.P.

(“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 combines the United States and Canada businesses of Griffon’s AMES Companies (“AMES North America”) with the Bellota Tools, Corona, and Burgon & Ball businesses of VNPI Global Investments and Services, S.L.

and Bellota Holding AG (“Venanpri”), an ONCAP majority-owned portfolio company.

On June 9, 2026, Griffon completed the previously announced formation of the joint venture between its AMES North America business and Venanpri.

The joint venture, named Veritage Brands (“Veritage”), is managed as a subsidiary of Venanpri which, together with other affiliates of ONCAP, holds a 57 % equity interest.

Upon closing, Griffon received $ 100,000 in cash, a $ 161,100 second-lien paid-in-kind (“PIK”) debt receivable, and will participant in the governance and oversight of the joint venture with its 43 % equity interest that has an initial carrying value of $ 118,600 .

Griffon's investment in the joint venture is accounted for under the equity method.

Refer to Note 7, Equity Method Investment for further details.

Griffon also announced on February 5, 2026 the initiation of a comprehensive review of strategic alternatives for its AMES Australasia and United Kingdom (“U.K.”) operations.

On June 8, 2026, Griffon announced that it had entered into a definitive agreement to sell its AMES Australasia business to a joint venture it is forming with an investment group led by the management of AMES Australasia with support from Australian financial investors.

On July 31, 2026, Griffon completed the previously announced formation of the joint venture.

Under the terms of the agreement, at closing, Griffon received AUD $ 258,000 (USD $ 180,910 ) in cash, a AUD $ 69,300 (approximately USD $ 48,593 ) PIK note receivable, and a 49 % equity interest that has an initial carrying value of AUD $ 29,800 (USD $ 20,896 ).

Griffon will participate in the governance and oversight of the joint venture as a 49 % equity holder, while the remaining 51 % ownership interest will be held by the investment group that includes certain members of the current AMES Australasia management team.

Griffon's investment in the joint venture will be accounted for under the equity method.

As of March 31, 2026, the Company ceased its AMES U.K.

operations and will liquidate its assets and settle its liabilities.

As a result of these actions, AMES’ U.S., Canada, Australia, and U.K.

operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented.

operations and is currently in the process of liquidating its remaining assets and settling its remaining liabilities.

As a result of these actions, AMES North America, Australia, and U.K.

operations are reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented.

Except for certain U.K.

assets and liabilities not held for sale, we classified the assets and liabilities associated with the AMES' U.S., Canada, Australia and U.K.

discontinued operations as held for sale in the Condensed Consolidated Balance Sheets.

assets and liabilities not held for sale, we classified the assets and liabilities associated with AMES North America, Australia and U.K.

operations as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2025, and we classified the assets and liabilities associated with AMES' Australia and U.K.

discontinued operations as held for sale in the Condensed Consolidated Balance Sheet as of June 30, 2026.

assets classified as held for sale relate to inventory and property, plant and equipment that will be sold in liquidation.

1 unchanged sentence

Refer to Note 16, Discontinued Operations for further details.

Griffon now conducts its operations through one reportable segment, managed on a consolidated basis.

Griffon now conducts its operations through one reportable segment.

All prior period comparative segment information presented has been applied retrospectively to reflect the new segment structure.

11 unchanged sentences

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 Company accounts for its investments in unconsolidated subsidiaries under the equity method of accounting when it has the ability to exercise significant influence, but not control, over an investee.

Significant influence is generally considered to exist when the Company holds an ownership interest in the voting stock of an investee of between 20% and 50%, although other factors may also be considered.

Equity method investments are recorded within Equity Method Investments in the Condensed Consolidated Balance Sheets.

Veritage is in the process of attributing the difference between its enterprise value and the carrying value of assets and liabilities at the date of formation to identifiable assets and liabilities, with any residual to be recorded as goodwill.

Any basis differences will be amortized over the estimated useful lives of the identified assets.

The Company expects Veritage to complete this process by September 30, 2026.

Under the equity method of accounting, the Company recognizes its proportionate share of the joint venture's earnings or losses in the Condensed Consolidated Statement of Operations.

The Company records results from non-strategic investments in equity interest in earnings (losses) of unconsolidated joint ventures.

The Company records its proportionate share of its joint venture's earnings or losses on a three-month lag.

As such, the Company did not record its proportionate share of the joint venture's earnings or loss during the three and nine months ended June 30, 2026.

On June 9, 2026, Griffon completed the sale of AMES North America business to Veritage.

As of June 30, 2026, the Company recorded its initial investment within Equity Method Investments, and its second-lien PIK debt receivable within Notes Receivable (related party) on the Condensed Consolidated Balance Sheets.

The Condensed Consolidated Financial Statements include the accounts of Griffon and all subsidiaries.

6 unchanged sentences

Actual results may ultimately differ from these estimates.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 2 – FAIR VALUE MEASUREMENTS

6 unchanged sentences

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

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

On March 31, 2026, the fair values of Griffon’s Senior Notes and Term Loan B facility approximated $ 966,246 and $ 387,484 , respectively.

On June 30, 2026, the fair values of Griffon’s Senior Notes and Term Loan B facility approximated $ 972,338 and $ 285,000 , respectively.

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

Insurance contracts with values of $ 5,325 at March 31, 2026 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.

In connection with the sale of Griffon’s AMES North America business and the Company's equity method investment in Veritage, Griffon provided seller financing consisting of two second-lien PIK debt receivables (hereinafter referred to as second-lien PIK debt receivable) with an aggregate principal amount of $ 161,100 at a fixed annual rate of 10 % PIK interest, which capitalizes quarterly.

The second lien debt matures on December 9, 2029.

The outstanding balance of the PIK note receivable was $ 162,039 as of June 30, 2026.

Griffon recognized interest income of $ 939 during the three and nine months ended June 30, 2026.

As of June 30, 2026, the fair value was determined using the market based approach (Level 3 inputs).

Items Measured at Fair Value on a Recurring Basis

Insurance contracts with values of $ 5,449 at June 30, 2026 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.

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 March 31, 2026, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S.

At March 31, 2026, Griffon had $ 86,322 of Chinese Yuan contracts at a weighted average rate of $ 6.91 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 $ 199 ($ 144 , net of tax) at March 31, 2026.

Upon settlement, gains of $ 260 and $ 322 were recorded in COGS during the three and six months ended March 31, 2026.

As of June 30, 2026, Griffon entered into several such contracts in order to lock into a foreign currency rate for planned settlements of trade liabilities payable in U.S.

At June 30, 2026, Griffon had $ 50,913 of Chinese Yuan contracts at a weighted average rate of $ 6.79 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 ("AOCI") and Prepaid and other current assets, or Accrued liabilities, until settlement.

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

AOCI included deferred gains of $ 18 ($ 13 , net of tax) at June 30, 2026.

Upon settlement, gains of $ 159 and $ 481 were recorded in COGS during the three and nine months ended June 30, 2026.

All contracts expire in 31 to 92 days.

In connection with the AMES Australasia transaction, Griffon entered into a foreign currency forward contract to mitigate the risk of depreciation in the Australian Dollar denominated proceeds.

At June 30, 2026, Griffon had a $ 290,000 Australian Dollar

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

forward contract at a rate of $ 0.70 which qualified for hedge accounting (Level 2 inputs).

This hedge was deemed an effective cash flow hedge with $ 2,795 ($ 2,124 , net of tax) deferred into AOCI at June 30, 2026.

On July 31, 2026 Griffon completed the previously announced formation of a joint venture for it's AMES Australasia business.

In connection with the completion, Griffon settled the aforementioned forward contract, and gains of $ 2,795 will be recognized in the Condensed Consolidated Statements of Operations during Griffon's fiscal 2026 fourth quarter.

NOTE 3 – REVENUE

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See Note 13, Reportable Segment for revenue from contracts with customers disaggregated by end markets.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 – INVENTORIES

1 unchanged sentence

The following table details the components of inventory:

At March 31, 2026 At September 30, 2025

At June 30, 2026 At September 30, 2025

Raw materials and supplies $ 71,697 $ 71,742

2 unchanged sentences

Total $ 185,532 $ 171,747

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

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

At March 31, 2026 At September 30, 2025

At June 30, 2026 At September 30, 2025

Land, building and building improvements $ 102,629 $ 100,415

5 unchanged sentences

Total $ 204,691 $ 195,950

(1) Machinery and equipment includes approximately $ 22,163 and $ 31,078 of construction in progress assets as of March 31, 2026 and September 30, 2025, respectively.

Depreciation and amortization expense for property, plant and equipment was $ 6,381 and $ 5,951 for the quarters ended March 31, 2026 and 2025, respectively, and $ 12,239 and $ 11,829 for the six months ended March 31, 2026 and 2025, respectively.

Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses were $ 2,309 and $ 2,508 for the quarters ended March 31, 2026 and 2025, respectively and $ 4,563 and $ 4,964 for the six months ended March 31, 2026 and 2025, respectively.

(1) Machinery and equipment includes approximately $ 22,674 and $ 31,078 of construction in progress assets as of June 30, 2026 and September 30, 2025, respectively.

Depreciation and amortization expense for property, plant and equipment was $ 6,581 and $ 6,013 for the quarters ended June 30, 2026 and 2025, respectively, and $ 18,820 and $ 17,842 for the nine months ended June 30, 2026 and 2025, respectively.

Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses were $ 2,347 and $ 2,512 for the quarters ended June 30, 2026 and 2025, respectively and $ 6,910 and $ 7,476 for the nine months ended June 30, 2026 and 2025, respectively.

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

During the six months ended March 31, 2026, no event or indicator of impairment occurred which would require testing of property, plant and equipment related to continuing operations.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

During the nine months ended June 30, 2026, no event or indicator of impairment occurred which would require testing of property, plant and equipment related to continuing operations.

NOTE 6 – CREDIT LOSSES

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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 March 31, 2026 and September 30, 2025, the allowance for credit losses includes an allowance for sales returns of $ 2,245 and $ 2,429 , respectively.

As of June 30, 2026 and September 30, 2025, the allowance for credit losses includes an allowance for sales returns of $ 1,960 and $ 2,429 , 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.

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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:

Six Months Ended March 31,

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Nine Months Ended June 30,

Beginning Balance, October 1 $ 5,641 $ 6,223

2 unchanged sentences

Other ( 444 ) 856

Ending Balance, March 31 $ 5,999 $ 6,358

Ending Balance, June 30 $ 4,205 $ 6,717

NOTE 7 – EQUITY METHOD INVESTMENT

The joint venture combines the AMES North America 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 is managed as a subsidiary of Venanpri which, together with other affiliates of ONCAP, holds a 57 % equity interest.

On June 9, 2026, Griffon completed the sale of AMES North America business to Veritage and received $ 100,000 in cash, a $ 161,100 second-lien PIK debt receivable, and a 43 % equity interest with an initial carrying value of $ 118,600 .

Griffon's investment in Veritage is accounted for under the equity method.

The Company recognizes its proportionate share of the investee’s earnings or losses in the Condensed Consolidated Statements of Operations.

Results from non-strategic investments are recorded in equity interest in earnings (losses) of unconsolidated joint ventures.

The Company records its proportionate share of its investee’s earnings or losses on a three-month lag.

As such, the Company did not record its proportionate share of the joint venture's earnings or loss during the three and nine months ended June 30, 2026.

As of June 30, 2026, the Company recorded its initial investment of $ 118,600 within Equity Method Investments, and its second-lien PIK debt receivable of $ 161,100 within Notes Receivable (related party) on the Condensed Consolidated Balance Sheets.

Any basis differences will be amortized over the estimated useful lives of the identified assets.

The Company expects Veritage to complete this process by September 30, 2026.

In connection with the sale of AMES North America and the Company's equity method investment in Veritage, we provided seller financing consisting of two second lien secured term loan facilities with an aggregate principal amount of $ 161,100 at a fixed annual rate of 10 % PIK interest, which capitalizes quarterly.

The second-lien PIK debt receivable matures on December 9, 2029.

The outstanding balance of the PIK debt receivable was $ 162,039 as of June 30, 2026.

Griffon recognized PIK interest income of $ 939 during the three and nine months ended June 30, 2026.

As of June 30, 2026, included in Prepaid and other current assets on the Condensed Consolidated Balance Sheets is a receivable of $ 7,998 due from Veritage for transaction costs paid at closing in connection with the formation of the joint venture.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 8 – GOODWILL AND OTHER INTANGIBLES

The carrying value of goodwill as of March 31, 2026 and September 30, 2025 was $ 191,253 .

The carrying value of goodwill as of June 30, 2026 and September 30, 2025 was $ 191,253 .

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

At March 31, 2026 At September 30, 2025

At June 30, 2026 At September 30, 2025

Gross Carrying Amount Accumulated

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Total intangible assets $ 416,456 $ 69,641 $ 429,284 $ 65,329

Amortization expense for intangible assets was $ 3,682 and $ 3,642 for the quarters ended March 31, 2026 and 2025, respectively and $ 7,342 and $ 7,262 for the six months ended March 31, 2026 and 2025, respectively.

Amortization expense for intangible assets was $ 3,695 and $ 3,650 for the quarters ended June 30, 2026 and 2025, respectively and $ 11,037 and $ 10,912 for the nine months ended June 30, 2026 and 2025, respectively.

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

6 unchanged sentences

thereafter $ 132,512 .

Indicators of impairment related to the Company's continuing operations Goodwill and Intangible Assets were not present during the six months ended March 31, 2026 and 2025.

Indicators of impairment related to the Company's continuing operations Goodwill and Intangible Assets were not present during the nine months ended June 30, 2026.

During the quarter ended June 30, 2025, indicators of impairment were present for the Hunter Fan reporting unit goodwill and indefinite-lived intangible assets.

As such, in connection with the preparation of our financial statements for the quarter and nine months ended June 30, 2025, we performed a quantitative assessment of the Hunter Fan reporting unit goodwill using both an income based approach and market-based valuation approach.

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

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

We compared the estimated fair values to their carrying amounts, resulting in a pre-tax, non-cash impairment charge of $ 107,000 to the carrying amount of Hunter Fan's trademark.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 9 – INCOME TAXES

During the quarter ended March 31, 2026, the Company recognized a tax provision of $ 18,038 on income before taxes from continuing operations of $ 64,975 , compared to a tax provision of $ 17,782 on income before taxes from continuing operations of $ 67,587 in the prior year quarter.

During the quarter ended June 30, 2026, the Company recognized a tax provision of $ 25,660 on income before taxes from continuing operations of $ 91,971 , compared to a tax benefit of $ 47,105 on a loss before taxes from continuing operations of $ 155,760 in the prior year quarter.

The current year quarter results includes the impact of retirement plan events of $ 1,608 ($ 1,225 , net of tax);

loss from debt extinguishment of $ 833 ($ 635 , net of tax);

and discrete and certain other tax benefits, net, that affect comparability of $ 139 .

The prior year quarter results included strategic review costs - retention and other of $ 889 ($ 670 , net of tax);

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

strategic review costs - retention and other of $ 790 ($ 595 , net of tax);

and discrete and certain other tax benefits, net, that affect comparability of $ 44,610 .

Excluding these items, the effective tax rates for the quarters ended March 31, 2026 and 2025 were 27.7 % and 27.8 %, respectively.

During the six months ended March 31, 2026, the Company recognized a tax provision of $ 38,189 on income before taxes from continuing operations of $ 140,698 , compared to a tax provision of $ 38,516 on income before taxes from continuing operations of $ 147,457 in the comparable prior year period.

The six month period ended March 31, 2026 included the impact of retirement plan events of $ 3,218 ($ 2,451 , net of tax);

Excluding these items, the effective tax rates for the quarters ended June 30, 2026 and 2025 were 27.9 % and 27.3 %, respectively.

During the nine months ended June 30, 2026, the Company recognized a tax provision of $ 63,849 on income before taxes from continuing operations of $ 232,669 , compared to a tax benefit of $ 8,589 on a loss before taxes from continuing operations of $ 8,303 in the comparable prior year period.

The nine month period ended June 30, 2026 included the impact of retirement plan events of $ 4,826 ($ 3,676 , net of tax);

loss from debt extinguishment of $ 1,389 , ($ 1,058 , net of tax);

and discrete and other tax provisions, net, that affect comparability of $ 76 .

The six month period ended March 31, 2025 included strategic review costs - retention and other of $ 1,778 ($ 1,339 , net of tax);

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

strategic review costs - retention and other of $ 2,568 ($ 1,934 , net of tax);

and discrete and other tax benefits, net, that affect comparability of $ 45,744 .

Excluding these items, the effective tax rate for both the six months ended March 31, 2026 and 2025 was 26.9 %.

Subsequent to the actions discussed in Note 1, the Company has recorded a deferred tax liability of $ 13,865 relating to the outside book to tax difference of North America discontinued operations, offset by a deferred tax asset of $ 22,086 relating to the outside book to tax basis difference in foreign discontinued operations.

Under ASC 740-30, the Company is no longer permanently reinvested in the discontinued operations of Canada, Australia, and U.K.

Excluding these items, the effective tax rate for the nine months ended June 30, 2026 and 2025 were 27.3 % and 27.0 %, respectively.

Subsequent to the actions discussed in Note 1, the Company has recorded a deferred tax asset of $ 5,879 relating to the outside book to tax basis difference in foreign discontinued operations, and a deferred tax asset of $ 5,515 relating to capital loss carryovers.

The Company believes it is more likely than not that a portion of the benefit from these attributes will not be realized and has recorded a valuation allowance of $ 6,165 .

Under ASC 740-30, the Company is no longer permanently reinvested in the discontinued operations of Ames Australia and U.K.

GRIFFON CORPORATION AND SUBSIDIARIES

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NOTE 10 – LONG-TERM DEBT

Debt at March 31, 2026 and September 30, 2025 consisted of the following:

At March 31, 2026 At September 30, 2025

Debt at June 30, 2026 and September 30, 2025 consisted of the following:

At June 30, 2026 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

7 unchanged sentences

Long-term debt $ 1,266,775 $ ( 145 ) $ ( 7,006 ) $ 1,259,624 $ 1,415,778 $ ( 340 ) $ ( 11,162 ) $ 1,404,276

Interest expense for the three and six months ended March 31, 2026 and 2025 consists of the following:

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Interest expense for the three and nine months ended June 30, 2026 and 2025 consists of the following:

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

Effective Interest Rate Cash Interest Amort.

7 unchanged sentences

Revolver due 2028 (b) Variable 958 — 186 1,144 Variable 1,808 — 186 1,994

Other long term debt (d) Variable 8 — — 8 Variable 33 — — 33

Other long term debt (c) Variable 8 — — 8 Variable 70 — — 70

Capitalized interest ( 81 ) — — ( 81 ) ( 213 ) — — ( 213 )

3 unchanged sentences

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

Six Months Ended March 31, 2026 Six Months Ended March 31, 2025

Nine Months Ended June 30, 2026 Nine Months Ended June 30, 2025

Effective Interest Rate Cash Interest Amort.

18 unchanged sentences

During 2022, Griffon purchased $ 25,225 of Senior Notes in the open market at a weighted average discount of 91.82 % of par, or $ 23,161 .

As of March 31, 2026, outstanding Senior Notes due totaled $ 974,775 ;

As of June 30, 2026, outstanding Senior Notes due totaled $ 974,775 ;

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

1 unchanged sentence

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

The fair value of the Senior Notes approximated $ 966,246 on March 31, 2026 based upon quoted market prices (Level 1 inputs).

At March 31, 2026, $ 3,871 of underwriting fees and other expenses incurred remained to be amortized.

The fair value of the Senior Notes approximated $ 972,338 on June 30, 2026 based upon quoted market prices (Level 1 inputs).

At June 30, 2026, $ 3,366 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.

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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 % ( 5.66 % as of March 31, 2026).

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00 % ( 5.66 % as of June 30, 2026).

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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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 $ 387,484 on March 31, 2026 based upon quoted market prices (Level 1 inputs).

During the six months ended March 31, 2026, Griffon prepaid $ 58,000 of the aggregate principal amount outstanding under the Term Loan B facility, in addition to the required principal payments of $ 4,000 .

The fair value of the Term Loan B facility approximated $ 285,000 on June 30, 2026 based upon quoted market prices (Level 1 inputs).

During the nine months ended June 30, 2026, Griffon prepaid $ 158,000 of the aggregate principal amount outstanding under the Term Loan B facility, in addition to the required principal payments of $ 6,000 .

In connection with this prepayment Griffon recognized a $ 1,389 loss on debt extinguishment, $ 1,250 related to the write-off of underwriting fees and other expenses and $ 138 of the original issue discount.

Since the inception of the loan, Griffon has prepaid $ 483,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance.

As of March 31, 2026, the Term Loan B outstanding balance was $ 387,000 .

At March 31, 2026, unamortized costs of $ 3,084 related to existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan.

As of June 30, 2026, the Term Loan B outstanding balance was $ 285,000 .

At June 30, 2026, remaining capitalized fees and original issue discount were $ 2,086 and $ 230 , respectively.

Subsequent to June 30, 2026, Griffon voluntarily repaid in full the outstanding principal balance under the Term Loan B of $ 285,000 and satisfied all of the Company's outstanding obligations under the Term Loan B credit agreement.

In connection with this prepayment, after recording the July monthly amortization of both the capitalized fees and original issue discount, Griffon wrote-off the remaining capitalized fees and original issue discount of $ 2,018 and $ 223 , respectively.

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.

3 unchanged sentences

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 % ( 5.51 % at March 31, 2026);

SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.75 % ( 5.51 % at March 31, 2026);

and base rate loans accrue interest at prime rate plus a margin of 0.75 % ( 7.50 % at March 31, 2026).

Interest is payable on borrowings at either a SOFR, Sterling Overnight Index Average ("SONIA") or base rate benchmark rate, plus an applicable margin, which

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

At March 31, 2026, under the Credit Agreement, there was $ 50,000 in outstanding borrowings on the Revolver;

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 % ( 5.51 % at June 30, 2026);

SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.75 % ( 5.51 % at June 30, 2026);

and base rate loans accrue interest at prime rate plus a margin of 0.75 % ( 7.50 % at June 30, 2026).

At June 30, 2026, under the Credit Agreement, there was $ 15,000 in outstanding borrowings on the Revolver;

outstanding standby letters of credit were $ 12,652 ;

4 unchanged sentences

At March 31, 2026, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

At June 30, 2026, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

NOTE 11 — SHAREHOLDERS’ EQUITY AND EQUITY COMPENSATION

During the six months ended March 31, 2026, the Company paid two quarterly cash dividends of $ 0.22 per share.

During the nine months ended June 30, 2026, the Company paid three quarterly cash dividends of $ 0.22 per share.

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

1 unchanged sentence

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

At March 31, 2026, accrued dividends were $ 1,836 .

At June 30, 2026, accrued dividends were $ 2,156 .

The Company currently intends to pay dividends each quarter;

7 unchanged sentences

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

As of March 31, 2026, there were 3,777,638 shares of common stock in the ESOP, all of which were allocated to participant accounts.

On May 6, 2026, the Board of Directors declared a quarterly cash dividend of $ 0.22 per share, payable on June 17, 2026 to shareholders of record as of the close of business on May 29, 2026.

As of June 30, 2026, there were 3,693,574 shares of common stock in the ESOP, all of which were allocated to participant accounts.

On August 4, 2026, the Board of Directors declared a quarterly cash dividend of $ 0.22 per share, payable on September 16, 2026 to shareholders of record as of the close of business on August 31, 2026.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

7 unchanged sentences

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

As of March 31, 2026, there were 1,316,946 shares available for grant.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

As of June 30, 2026, there were 1,314,412 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.

3 unchanged sentences

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 $ 7,688 and $ 6,182 for the three months ended March 31, 2026 and 2025, respectively, and $ 13,758 and $ 11,262 for the six months ended March 31, 2026 and 2025, respectively.

The Company’s compensation expense relating to all stock-based incentive plans was $ 6,894 and $ 5,636 for the three months ended June 30, 2026 and 2025, respectively, and $ 20,652 and $ 16,898 for the nine months ended June 30, 2026 and 2025, 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.

3 unchanged sentences

During the second quarter of 2026, Griffon granted 13,400 shares of restricted stock to non-employee directors of Griffon with a vesting period of one year and a fair value of $ 1,200 , or a weighted average fair value of $ 89.52 per share.

Subsequent to the second quarter of 2026, Griffon granted 5,401 shares of restricted stock to one executive with a vesting period of sixty months and a total fair value of $ 500 , or a weighted average fair value of $ 92.58 per share.

During the third quarter of 2026, Griffon granted 5,401 shares of restricted stock to one non NEO executive with a vesting period of sixty months and a total fair value of $ 500 , or a weighted average fair value of $ 92.58 per share.

On November 13, 2024, Griffon announced that the Board of Directors approved an 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 and six months ended March 31, 2026 totaled 422,151 and 668,888 shares of common stock, respectively, for a total of $ 32,940 and $ 51,003 , respectively, or an average of $ 78.03 and $ 76.25 per share, respectively.

This excludes excise taxes incurred for share repurchases of $ 329 and $ 510 , respectively, for the quarter and six months ended March 31, 2026, respectively.

As of March 31, 2026, $ 247,010 remains available under Griffon's Board authorized repurchase program.

During the quarter and six months ended March 31, 2026, 6,304 and 166,160 shares, respectively, with a market value of $ 515 or $ 81.77 per share and $ 12,505 or $ 75.26 per share, respectively, 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 $ 30 and $ 173 for the quarter and six months ended March 31, 2026, respectively.

Share repurchases during the quarter and nine months ended June 30, 2026 totaled 625,788 and 1,294,676 shares of common stock, respectively, for a total of $ 53,192 and $ 104,195 , respectively, or an average of $ 85.00 and $ 80.48 per share, respectively.

This excludes excise taxes incurred for share repurchases of $ 532 and $ 1,042 , respectively, for the quarter and nine months ended June 30, 2026, respectively.

As of June 30, 2026, $ 193,818 remains available under Griffon's Board authorized repurchase program.

GRIFFON CORPORATION AND SUBSIDIARIES

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

During the quarter and nine months ended June 30, 2026, 15,216 and 181,376 shares, respectively, with a market value of $ 1,404 or an average of $ 92.27 per share and $ 13,909 or an average of $ 76.69 per share, respectively, 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 $ 27 and $ 200 for the quarter and nine months ended June 30, 2026, respectively.

NOTE 12 – 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.

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

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 March 31, Six Months Ended March 31,

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

2026 2025 2026 2025

5 unchanged sentences

Weighted average shares outstanding - diluted 45,148 45,320 45,543 46,911

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

NOTE 13 – REPORTABLE SEGMENT

Subsequent to the actions discussed in Note 1, Griffon now conducts its operations through one reportable segment, managed on a consolidated basis.

Subsequent to the actions discussed in Note 1, Griffon now conducts its operations through one reportable segment.

All prior period comparative information has been conformed to this reporting structure.

5 unchanged sentences

Griffon is organized based on the nature of products sold by the Company, its production and distribution mode, its internal management structure and information that is regularly provided to the Chief Operating Decision Maker ("CODM"), which is our Chief Executive Officer.

The CODM reviews financial information presented on a consolidated basis when managing the operations of the Company for purposes of allocating resources and assessing performance, and measures performance using net income (loss).

There are no other significant expense categories reviewed by the CODM, other than what is presented in the Consolidated Statement of Operations and depreciation and amortization expense, which is presented in the Consolidated Statement of Cash Flows.

The CODM reviews financial information of its reportable segment when managing the operations of the Company for purposes of allocating resources and assessing performance, and measures performance using income (loss) before equity interest in earnings (losses) of unconsolidated joint ventures.

The Company records its equity interest in earnings (losses) of unconsolidated joint ventures on a three month lag.

The Company has not recorded equity interest in earnings (losses) in any unconsolidated joint ventures in any period presented.

Therefore, the Company's primary measure of profit is Net income (loss) for the three and nine months ended June 30, 2026 and 2025.

There are no other significant expense categories reviewed by the CODM, other than what is presented in the Condensed Consolidated Statement of Operations and depreciation and amortization expense, which is presented in the Condensed Consolidated Statement of Cash Flows.

GRIFFON CORPORATION AND SUBSIDIARIES

4 unchanged sentences

The following table presents revenue disaggregated by end market:

Three Months Ended March 31, Six Months Ended March 31,

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

2026 2025 2026 2025

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The Company’s consolidated revenue is concentrated in the United States.

Revenue generated from sales to customers in the United States was approximately 96 % of consolidated revenue for both the three and six months ended March 31, 2026.

For the three and six months ended March 31, 2025, revenue generated from sales to customers in the United States was approximately 96 % and 95 % of consolidated revenue, respectively.

As of March 31, 2026 and September 30, 2025, the Company's long-lived assets are primarily concentrated in the United States.

Revenue generated from sales to customers in the United States was approximately 96 % of consolidated revenue for both the three and nine months ended June 30, 2026 and 2025.

As of June 30, 2026 and September 30, 2025, the Company's long-lived assets are primarily concentrated in the United States.

As the Company discloses one reportable segment, net income is reported in the Condensed Consolidated Statements of Operations, assets are reported in the Condensed Consolidated Balance Sheets, and capital expenditures are reported in the Condensed Consolidated Statements of Cash Flows.

1 unchanged sentence

Defined benefit pension and other post-retirement benefit plan expenses are as follows:

Three Months Ended March 31, Six Months Ended March 31,

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

2026 2025 2026 2025

9 unchanged sentences

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 and six months ended March 31, 2026, the Company recognized a benefit plan expense of $ 1,794 and $ 3,588 , respectively, which includes a non-cash charge of $ 1,609 and $ 3,218 , respectively, 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.

During the quarter and nine months ended June 30, 2026, the Company recognized a benefit plan expense of $ 1,793 and $ 5,381 , respectively, which includes a non-cash charge of $ 1,608 and $ 4,826 , respectively, related to the implementation of this retiree medical plan.

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

GRIFFON CORPORATION AND SUBSIDIARIES

4 unchanged sentences

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

NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

24 unchanged sentences

The Company is currently evaluating the impact of the adoption of ASU 2025-11 on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued guidance, ASU 2025-12, Codification Improvements , to clarify guidance, correct technical errors, remove outdated language and improve consistency across various topics in the Accounting Standards Codification.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 16 – DISCONTINUED OPERATIONS

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

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.

As of March 31, 2026, the Company recorded a loss of $ 22,648 on assets held for sale because the carrying value of the U.S.

and Canada businesses of the AMES Companies is greater than its estimated fair value less its cost to sell.

Griffon also announced on February 5, 2026 the initiation of a comprehensive review of strategic alternatives for its AMES Australia and United Kingdom ("U.K.") operations.

The strategic process for AMES Australia is active and ongoing and we expect to complete the process by the end of the calendar year.

On February 5, 2026, Griffon announced that it entered into a definitive agreement to form a joint venture with ONCAP Management Partners, L.P.

The joint venture combines the United States and Canada businesses of Griffon's AMES Companies (“AMES North America”) with the Bellota Tools, Corona, and Burgon & Ball businesses of VNPI Global Investments and Services, S.L.

and Bellota Holding AG (“Venanpri”), an ONCAP majority-owned portfolio company.

On June 9, 2026, Griffon completed the previously announced formation of the joint venture between its AMES North America businesses and Venanpri.

The joint venture, named Veritage Brands (“Veritage”), is managed as a subsidiary of Venanpri, which, together with other affiliates of ONCAP, holds a 57 % equity interest.

Griffon holds the remaining 43 % equity interest and participates in the governance and oversight of Veritage.

Upon closing, Griffon received $ 100,000 in cash, a $ 161,100 second-lien PIK debt receivable, and a 43 % equity interest with an initial carrying value of $ 118,600 .

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

Griffon’s investment in Veritage is accounted for under the equity method.

Refer to Note 7, Equity Method Investment for further details.

Griffon also announced on February 5, 2026 the initiation of a comprehensive review of strategic alternatives for its AMES Australasia and United Kingdom (“U.K.”) operations.

On July 31, 2026, Griffon completed the previously announced formation of the joint venture.

Griffon's investment in the joint venture will be accounted for under the equity method.

Based on the carrying value of AMES Australasia as of June 30, 2026, the estimated gain is approximately $ 123,000 ($ 112,000 , net of tax).

The Company will finalize and record the gain in its fourth quarter of 2026.

As of March 31, 2026, the Company ceased its AMES U.K.

operations and will liquidate its assets and settle its liabilities.

As a result of these actions, AMES’ U.S., Canada, Australia, and U.K.

operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented.

operations and is currently in the process of liquidating its remaining assets and settling its remaining liabilities.

As a result of these actions, AMES North America, Australia, and U.K.

operations are reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented.

Except for certain U.K.

assets and liabilities not held for sale, we classified the assets and liabilities associated with the AMES' U.S., Canada, Australia and U.K.

discontinued operations as held for sale in the Condensed Consolidated Balance Sheets.

assets and liabilities not held for sale, we classified the assets and liabilities associated with AMES North America, Australia and U.K.

operations as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2025, and we classified the assets and liabilities associated with AMES' Australia and U.K.

discontinued operations as held for sale in the Condensed Consolidated Balance Sheet as of June 30, 2026.

assets classified as held for sale relate to inventory and property, plant and equipment that will be sold in liquidation.

9 unchanged sentences

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

For the Three Months Ended March 31,

For the Six Months Ended March 31,

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

2026 2025 2026 2025

9 unchanged sentences

Interest income, net 357 410 507 1,063

Loss on expected sale of U.S.

and Canada businesses

( 22,648 ) — ( 22,648 ) —

Other, net 148 ( 25 ) 779 1,733

Total other income (expense) 505 507 1,286 11,075

Income (loss) from discontinued operations before loss on sale of business $ ( 2,982 ) $ 6,559 $ ( 3,861 ) $ 35,159

Loss on sale of business ( 3,955 ) — ( 26,603 ) —

Income (loss) from discontinued operations before taxes ( 6,937 ) 6,559 ( 30,464 ) 35,159

$ ( 37,770 ) $ 11,050 $ ( 23,527 ) $ 28,600

Provision (benefit) for income taxes

( 10,151 ) 4,093 ( 4,723 ) 9,928

Provision for income taxes 7,742 18,043 3,019 27,971

Income (loss) from discontinued operations

$ ( 14,679 ) $ ( 11,484 ) $ ( 33,483 ) $ 7,188

As of March 31, 2026, the Company has ceased business operations of the AMES Companies in the U.K.

As of March 31, 2026, the Company ceased business operations of the AMES Companies in the U.K.

and recorded charges totaling $ 25,913 consisting of non-cash asset impairment charges of $ 19,867 and cash charges related to personnel-related costs and vendor agreement terminations of $ 6,046 .

1 unchanged sentence

In total, $ 14,320 was recorded within selling, general and administrative expenses in discontinued operations and $ 11,593 was recorded within cost of goods and services in discontinued operations.

As of March 31, 2026, the Company recorded an expected loss of $ 22,648 ($ 31,099 , including tax provision) on assets held for sale because the carrying value of the U.S.

and Canada businesses of the AMES Companies is greater than its estimated fair value less its cost to sell.

The tax carrying value of these businesses is less than its estimated fair value less costs to sell, resulting in a tax provision of $ 8,451 .

The loss consists of a write-down of $ 14,332 to the carrying value of the U.S.

and Canada businesses to their fair value and $ 8,316 associated with the estimated costs to sell AMES' U.S.

and Canada in connection with the anticipated joint venture transaction.

Griffon recorded an additional $ 5,287 of legal and consulting costs related to the sale of the joint venture, which is included in selling, general and administrative expenses in discontinued operations.

For the three and six months ended March 31, 2026, depreciation and amortization for property, plant and equipment was $ 2,389 and $ 8,574 , respectively.

Depreciation and amortization ceased for AMES' U.S., Canada and Australia operations from the time they were classified as a discontinued operation, in accordance with accounting guidelines.

Depreciation and amortization excluded in both the three and six months ended March 31, 2026 was $ 3,576 .

Depreciation and amortization would have been $ 5,965 and $ 12,150 for the three and six months ended March 31, 2026, respectively.

For the three and six months ended March 31, 2025, depreciation and amortization was $ 6,058 and $ 12,173 , respectively.

For the three and six months ended March 31, 2026, ROU asset amortization was $ 1,451 and $ 5,762 , respectively.

ROU asset amortization ceased for the AMES' U.S., Canada and Australia operations from the time they were classified as a discontinued operation, in accordance with accounting guidelines.

ROU asset amortization excluded in both the three and six months ended March 31, 2026 was $ 2,931 .

ROU asset amortization would have been $ 4,382 and $ 8,693 for the three and six months ended March 31, 2026, respectively.

For the three and six months ended March 31, 2025, amortization on operating leases was $ 4,180 and $ 8,512 , respectively.

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

In the second quarter ended March 31, 2026, the Company recorded a loss of $ 22,648 on assets held for sale because the carrying value of the AMES North America business was greater than its estimated fair value less its cost to sell.

In the third quarter ended June 30, 2026, the Company recorded an incremental loss of $ 3,955 in connection with the completion of the formation of the joint venture of Griffon's AMES North America businesses with Venanpri, aggregating to a total loss of $ 26,603 for the nine months ended June 30, 2026.

For the three and nine month period ended June 30, 2026, Griffon recorded $ 3,658 and $ 8,945 of legal, consulting and retention costs related to the sale of the AMES North America businesses to the joint venture, which is included in selling, general and administrative expenses in discontinued operations.

In the second quarter ended March 31, 2026, the Company recorded a net tax benefit of $ 13,625 relating to the outside book to tax basis difference in AMES' North America, Australia, and U.K.

operations reported as discontinued operations.

In the third quarter ended June 30, 2026, the Company recorded an incremental net tax provision of $ 9,533 in connection with the completion of the formation of the Veritage joint venture and termination of AMES U.K.

operations, aggregating to a total benefit of $ 4,092 for the nine months ended June 30, 2026.

For the nine months ended June 30, 2026, depreciation and amortization for property, plant and equipment was $ 8,574 .

In accordance with accounting guidelines, depreciation and amortization for AMES' North America and Australia operations ceased from the time they were classified as a discontinued operation in the second fiscal quarter of 2026 and depreciation and amortization for AMES UK ceased as of March 31, 2026 the date operations ended.

As such, there was no depreciation and amortization recorded in the three months ended June 30, 2026.

Depreciation and amortization excluded in the three and nine months ended June 30, 2026 was $ 6,246 and $ 9,822 , respectively.

Depreciation and amortization would have been $ 6,246 and $ 18,396 for the three and nine months ended June 30, 2026, respectively.

For the three and nine months ended June 30, 2025 depreciation and amortization was $ 6,159 and $ 18,332 , respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

At March 31, 2026

At September 30,

For the nine months ended June 30, 2026, ROU asset amortization was $ 5,762 .

In accordance with accounting guidelines, ROU asset amortization for the AMES' U.S., Canada and Australia operations ceased from the time they were classified as a discontinued operation in the second fiscal quarter of 2026.

The AMES U.K.

ROU assets were impaired as of March 31, 2026, the date AMES U.K.

operations ended.

As such, there was no ROU asset amortization recorded during the three months ended June 30, 2026.

ROU asset amortization excluded in the three and nine months ended June 30, 2026 was $ 4,444 and $ 7,375 , respectively.

ROU asset amortization would have been $ 4,444 and $ 13,137 for the three and nine months ended June 30, 2026, respectively.

For the three and nine months ended June 30, 2025, amortization on operating leases was $ 4,049 and $ 12,561 , respectively.

At June 30, At September 30,

CURRENT ASSETS

8 unchanged sentences

OTHER ASSETS — 16,861

VALUATION ALLOWANCE (1)

Total Assets Held for Sale

$ 695,755 $ 735,816

Total Assets of discontinued operations held for sale $ 171,466 $ 735,816

CURRENT LIABILITIES

6 unchanged sentences

OTHER LIABILITIES 1,600 4,770

Total Liabilities Held for Sale

$ 226,923 $ 250,390

_______________________________________

(1) The Company recorded a loss of $ 22,648 consisting of a write-down of $ 14,332 for the carrying value of assets to its fair value and $ 8,316 associated with the estimated costs to sell for AMES' United States and Canada in connection with the anticipated joint venture transaction.

Total Liabilities of discontinued operations held for sale $ 53,814 $ 250,390

At June 30, 2026 and September 30, 2025, Griffon’s assets of discontinued operations held for sale totaled $ 171,466 and $ 735,816 , respectively, and Griffon's liabilities of discontinued operations held for sale totaled $ 53,814 and $ 250,390 , respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

2 unchanged sentences

NOTE 17 – OTHER INCOME (EXPENSE)

For the quarters ended March 31, 2026 and 2025, Other income (expense) of $( 1,238 ) and $ 317 , respectively, includes $ 134 and ($ 6 ), respectively, of net currency exchange gains (losses) 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 expense of $( 1,908 ) and $( 40 ), respectively, net gains (losses) on investments of $ 122 and $( 16 ), respectively, and royalty income of $ 445 and $ 556 , respectively.

Net periodic benefit plan expense includes a charge of $ 1,609 recorded in the three months ended March 31, 2026 associated with the establishment of a new retiree medical plan.

For the quarters ended June 30, 2026 and 2025, Other income (expense) of $( 2,576 ) and $ 272 , respectively, includes ($ 71 ) and $ 326 , respectively, of net currency exchange gains (losses) 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 expense of $ 1,954 and $ 91 , respectively, net losses on investments of $ 564 and $ 424 , respectively, and royalty income of $ 471 and $ 501 , respectively.

Net periodic benefit plan expense includes a charge of $ 1,608 recorded in the three months ended June 30, 2026 associated with the establishment of a new retiree medical plan.

Refer to Note 14, Employee Benefit Plans for additional details.

For the six months ended March 31, 2026 and 2025, Other income (expense) of $( 2,616 ) and $ 586 , respectively, includes $ 283 and $( 276 ), respectively, of net currency exchange gains (losses) 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 expense of $( 3,815 ) and $( 81 ), respectively, net gains (losses) on investments of $( 7 ) and $ 54 , respectively, and royalty income of $ 964 and $ 1,146 , respectively.

Net periodic benefit plan expense includes a charge of $ 3,218 recorded in the six months ended March 31, 2026 associated with the establishment of a new retiree medical plan.

For the nine months ended June 30, 2026 and 2025, Other income (expense) of $( 5,192 ) and $ 858 , respectively, includes $ 213 and $ 50 , 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 expense of $ 5,867 and $ 272 , respectively, net losses on investments of $ 571 and $ 370 , respectively, and royalty income of $ 1,434 and $ 1,647 , respectively.

Net periodic benefit plan expense includes a charge of $ 4,826 recorded in the nine months ended June 30, 2026 associated with the establishment of a new retiree medical plan.

Refer to Note 14, Employee Benefit Plans for additional details.

5 unchanged sentences

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

The short-term warranty liability was $ 6,542 as of March 31, 2026 and $ 5,694 as of September 30, 2025.

The long-term warranty liability was $ 1,239 at both March 31, 2026 and September 30, 2025.

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three and six months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31, Six Months Ended March 31,

The short-term warranty liability was $ 7,244 as of June 30, 2026 and $ 5,694 as of September 30, 2025.

The long-term warranty liability was $ 1,239 at both June 30, 2026 and September 30, 2025.

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three and nine months ended June 30, 2026 and 2025 were as follows:

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

2026 2025 2026 2025

8 unchanged sentences

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

For the Three Months Ended March 31,

For the Three Months Ended June 30,

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

3 unchanged sentences

Total other comprehensive income (loss) 5,498 ( 983 ) 4,515 12,387 59 12,446

For the Six Months Ended March 31,

Accumulated other comprehensive loss released upon disposition of business (1)

40,614 ( 4,365 ) 36,249 — — —

Total change in Accumulated other comprehensive income (loss) $ 46,112 $ ( 5,348 ) $ 40,764 $ 12,387 $ 59 $ 12,446

For the Nine Months Ended June 30,

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

3 unchanged sentences

Total other comprehensive income (loss) 12,499 ( 1,258 ) 11,241 ( 2,236 ) ( 600 ) ( 2,836 )

Accumulated other comprehensive loss released upon disposition of business (1)

40,614 ( 4,365 ) 36,249 — — —

Total change in Accumulated other comprehensive income (loss) $ 53,113 $ ( 5,623 ) $ 47,490 $ ( 2,236 ) $ ( 600 ) $ ( 2,836 )

_________________________________

(1) For the three and nine months ended June 30, 2026, the change in Accumulated other comprehensive income (loss) pertains to foreign currency translation adjustments of $ 19,830 and pension and other defined benefit plans of $ 16,419 relating to the sale of the AMES North America business to the Veritage joint venture on June 9, 2026.

Refer to Note 16, Discontinued Operations for additional details.

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

At March 31, 2026 At September 30, 2025

At June 30, 2026 At September 30, 2025

Foreign currency translation adjustments $ ( 19,158 ) $ ( 45,155 )

2 unchanged sentences

$ ( 24,430 ) $ ( 71,920 )

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

For the Three Months Ended March 31, For the Six Months Ended March 31,

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

Gain (Loss) 2026 2025 2026 2025

4 unchanged sentences

Net of tax $ ( 1,281 ) $ ( 308 ) $ ( 3,843 ) $ ( 939 )

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 20 — LEASES

19 unchanged sentences

Components of operating lease costs are as follows:

For the Three Months Ended March 31, For the Six Months Ended March 31,

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

2026 2025 2026 2025

12 unchanged sentences

Supplemental cash flow information was as follows:

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

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

7 unchanged sentences

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

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Operating Leases:

11 unchanged sentences

Total financing lease liabilities $ 11 $ 36

(1) Finance lease assets are recorded net of accumulated depreciation of $ 78 and $ 66 as of March 31, 2026 and September 30, 2025, respectively.

(1) Finance lease assets are recorded net of accumulated depreciation of $ 84 and $ 1,214 as of June 30, 2026 and September 30, 2025, respectively.

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

The aggregate future maturities of lease payments for operating leases and finance leases as of March 31, 2026 are as follows:

The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2026 are as follows:

Operating Leases Finance Leases

2 unchanged sentences

2029 12,625 —

2029 12,084 —

Thereafter 14,027 —

2 unchanged sentences

Present value of lease liabilities $ 69,357 $ 11

(a) Excluding the six months ended March 31, 2026.

Average lease terms and discount rates at March 31, 2026 were as follows:

(a) Excluding the nine months ended June 30, 2026.

Average lease terms and discount rates at June 30, 2026 were as follows:

Weighted-average remaining lease term (years):

6 unchanged sentences

Legal and environmental

Peekskill Site.

Lightron Sites.

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.

5 unchanged sentences

Performance of the RI/FS is expected to be completed in 2027.

Griffon recently received an information request from the EPA in connection with the Historic Potteries site in East Trenton, New Jersey, which was added to the EPA’s National Priorities List in July 2025.

The request seeks information with respect to operations conducted by another Lightron business that engaged in industrial activities, such as the manufacture of lamps and shades, in Trenton, New Jersey in the 1960s and 1970s.

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

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

With respect to the Peeksill Site, Lightron and ISCP are

GRIFFON CORPORATION AND SUBSIDIARIES

1 unchanged sentence

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

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

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.

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

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

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

17 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements