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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-07 · 195 added, 144 removed, 295 unchanged (53% of the section changed)

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Our strategic objective is to maintain leading positions in the markets we serve by providing innovative, branded products with superior quality and industry-leading service.

We strive to provide highly sought-after and differentiated products under well-regarded brands which clearly separate us from our competitors and strengthen our relationships with our customers and those who ultimately use our products.

We strive to provide highly sought-after and differentiated products under well-trusted brands which distinguish us from our competitors and strengthen our relationships with our customers and those who ultimately use our products.

We have developed a diverse portfolio of product offerings and brands, sold through multiple sales and distribution channels, serving both residential and commercial end customers.

This diversity provides stability to our operations and reduces the effects of external factors such as economic and construction cycles.

This diversity provides stability to our operations and mitigates the effects of external factors such as economic and construction cycles.

In 2026, Griffon announced a series of strategic actions that, when completed, will transition the Company from a diversified industrial conglomerate into a pure-play provider of residential and commercial building products.

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

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

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

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

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

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

This transaction is subject to customary closing conditions and, after closing, which is expected to occur by 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.

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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.

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CONSOLIDATED RESULTS OF OPERATIONS

Three and Six Months ended March 31, 2026 and 2025

The following table summarizes our results of continuing operations for the three and six months ended March 31, 2026 and 2025:

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

Three and Nine Months ended June 30, 2026 and 2025

The following table summarizes our results of continuing operations for the three and nine months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

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

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

Depreciation and amortization $ 10,276 $ 9,663 $ 29,857 $ 28,754

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Other income (expense), net $ (2,576) $ 272 $ (5,192) $ 858

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

Provision for (benefit from) 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

Adjusted EBITDA, continuing operations $ 124,810 25.9 % $ 122,283 27.2 % $ 331,752 24.4 % $ 338,965 25.7 %

Revenue for the quarter ended March 31, 2026 totaled $421,860, a 1% decrease compared to $426,684 in the prior year quarter, due to decreased volume of 6% primarily driven by residential, partially offset by favorable price and mix of 5% driven by both residential and commercial.

Revenue for the six months ended March 31, 2026 totaled $876,120, a 1% increase compared to $870,137 in the prior year, due to favorable price and mix of 6% driven by both residential and commercial, partially offset by decreased volume of 5% primarily driven by residential.

Revenue for the quarter ended June 30, 2026 totaled $481,370, a 7% increase compared to $449,692 in the prior year quarter, due to favorable price and mix of 6% driven by both residential and commercial, and increased volume of 1% driven primarily by residential.

Revenue for the nine months ended June 30, 2026 totaled $1,357,490, a 3% increase compared to $1,319,829 in the prior year, due to favorable price and mix of 6% driven by both residential and commercial, partially offset by decreased volume of 3% driven by residential.

Gross Profit and Margin

Gross profit for the quarter ended March 31, 2026 was $191,989 compared to $198,347 in the prior year quarter, a decrease of $6,358 or 3%.

Gross profit as a percent of sales ("gross margin") for the quarters ended March 31, 2026 and 2025 was 45.5% and 46.5%, respectively.

Gross profit for the six months ended March 31, 2026 was $400,722 compared to $409,734 in the prior year period, a decrease of $9,012 or 2%.

Gross margin for the six months ended March 31, 2026 and 2025 was 45.7% and 47.1%, respectively.

The unfavorable gross profit and margin in both the quarter and six month period was primarily due to the impact of the decreased volume on overhead absorption, and increased material costs.

Gross profit for the quarter ended June 30, 2026 was $226,054 compared to $218,841 in the prior year quarter, an increase of $7,213 or 3%.

Gross profit as a percent of sales ("gross margin") for the quarters ended June 30, 2026 and 2025 was 47.0% and 48.7%, respectively.

The increase in gross profit resulted from the increased revenue, partially offset by increased material costs, which contributed to the unfavorable Gross margin in comparison to the prior year.

Gross profit for the nine months ended June 30, 2026 was $626,776 compared to $628,575 in the prior year period, a decrease of $1,799.

Gross margin for the nine months ended June 30, 2026 and 2025 was 46.2% and 47.6%, respectively.

The decrease in gross profit and unfavorable gross margin resulted from increased material costs and the unfavorable impact of decreased volume on overhead absorption, partially offset by increased revenue.

Selling, general and administrative

Selling, general and administrative (“SG&A”) expenses for the quarter ended March 31, 2026 of $104,643, or 24.8% of revenue, decreased 3% from $107,461, or 25.2% of revenue, in the prior year quarter.

In the quarter ended March 31, 2025, SG&A expenses included strategic review (retention and other) expenses of $889.

Excluding this item in the prior year, SG&A expenses in the quarter ended March 31, 2026 of $104,643, or 24.8% of revenue, decreased $1,929 or 2% compared to $106,572, or 25.0% of revenue, in the prior year quarter.

The decrease was primarily due to decreases in distribution and administrative costs, partially offset by increased stock compensation expenses.

Selling, general and administrative expenses for the six months ended March 31, 2026 of $213,963, or 24.4% of revenue compared with the prior year of $214,507, or 24.7% of revenue.

In the six months ended March 31, 2025, SG&A expenses included strategic review (retention and other) expenses of $1,778.

Excluding this item in the prior year, SG&A expenses in the six months ended March 31, 2026 of $213,963, or 24.4% of revenue, increased $1,234 or 1%, compared to $212,729, or 24.4% of revenue, in the prior year period.

The increase was primarily due to stock compensation expense, partially offset by decreases in distribution and administrative costs.

For the quarters ended March 31, 2026 and 2025, SG&A expenses included stock based compensation expense related to restricted stock and restricted stock unit awards totaling $7,688 and $6,182, respectively.

For the six months ended March 31, 2026 and 2025, stock based compensation expense related to restricted stock and restricted stock unit awards totaled $13,758 and $11,262, respectively.

Selling, general and administrative (“SG&A”) expenses for the quarter ended June 30, 2026 of $110,552, or 23.0% of revenue, increased 3% from $107,283, or 23.9% of revenue, in the prior year quarter.

In the quarter ended June 30, 2025, SG&A expenses included strategic review (retention and other) expenses of $790.

Excluding this item in the prior year, SG&A expenses for the quarter ended June 30, 2026 of $110,552, or 23.0% of revenue, increased 4% compared to $106,493, or 23.7% of revenue, in the prior year quarter.

The increase was primarily due to increased distribution and stock compensation expense, offset by decreases in administrative expenses.

Selling, general and administrative expenses for the nine months ended June 30, 2026 of $324,515, or 23.9% of revenue increased 1% from $321,790, or 24.4% of revenue, in the prior year.

In the nine months ended June 30, 2025, SG&A expenses included strategic review (retention and other) expenses of $2,568.

Excluding this item in the prior year, SG&A expenses in the nine months ended June 30, 2026 of $324,515, or 23.9% of revenue, increased 2% compared to $319,222, or 24.2% of revenue, in the prior year period.

The increase was primarily due to increased distribution and stock compensation expense, offset by decreases in administrative expenses.

For the quarters ended June 30, 2026 and 2025, SG&A expenses included stock based compensation expense related to restricted stock and restricted stock unit awards totaling $6,894 and $5,636, respectively.

For the nine months ended June 30, 2026 and 2025, stock based compensation expense related to restricted stock and restricted stock unit awards totaled $20,652 and $16,898, respectively.

Depreciation and Amortization

For the quarter ended March 31, 2026, depreciation and amortization of $10,063 increased $470 compared to $9,593 in the prior year quarter, and for the six months ended March 31, 2026, depreciation and amortization of $19,581 increased $490 compared to $19,091 in the prior year period.

The increase in both the three and six months ended March 31, 2026, is primarily due to depreciation for new assets placed in service.

For the quarter ended June 30, 2026, depreciation and amortization of $10,276 increased $613 compared to $9,663 in the prior year quarter, and for the nine months ended June 30, 2026, depreciation and amortization of $29,857 increased $1,103 compared to $28,754 in the prior year period.

The increase in both the three and nine months ended June 30, 2026, is primarily due to depreciation for new assets placed in service.

Interest Expense, net

For the quarter ended March 31, 2026, interest expense, net of $21,133 decreased $2,483 or 11% compared to $23,616 in the prior year quarter, and for the six months ended March 31, 2026, interest expense, net of $42,889 decreased $5,467 or 11% compared to $48,356 in the prior year quarter, primarily as a result of decreased outstanding borrowings and decreased variable interest rates on our Term Loan B and Revolver.

For the quarter ended June 30, 2026, interest expense, net of $20,122 decreased $3,856 or 16% compared to $23,978 in the prior year quarter, and for the nine months ended June 30, 2026, interest expense, net of $63,011 decreased $9,323 or 13% compared to $72,334 in the prior year quarter, primarily as a result of decreased outstanding borrowings and decreased variable interest rates on our Term Loan B and Revolver.

Interest expense, net includes PIK interest income of $939 in both the three and nine months ended June 30, 2026 in connection with the second lien secured term loan facilities of $161,100 provided to Griffon in connection with the sale of the AMES U.S.

and Canada businesses to Veritage.

Other Income (Expense), net

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.

Provision for income taxes from continuing operations

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 included 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 impairment charges 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%.

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

Income from continuing operations

Three Months ended March 31, 2026 and 2025

Income from continuing operations was $46,937 or $1.03 per share, compared to $49,805, or $1.06 per share, in the prior year quarter.

Three Months ended June 30, 2026 and 2025

Income from continuing operations was $66,311 or $1.47 per share, compared to a loss from continuing operations of $108,655, or $2.40 per share, in the prior year quarter.

The current year quarter results from continuing operations included the following:

– Impact of retirement plan events of $1,608 ($1,225, net of tax, or $0.03 per share);

– Loss from debt extinguishment of $833 ($635, net of tax, or $0.01 per share);

– Discrete and certain other tax benefits, net, of $139 or $0.00 per share.

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– Strategic review - retention and other of $790 ($595, net of tax, or $0.01 per share);

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

– Discrete and certain other tax benefits, net, of $44,610 or $0.96 per share.

Excluding these items from the respective quarterly results, income from continuing operations would have been $48,148, or $1.05 per share in the quarter ended March 31, 2026 compared to $49,469, or $1.05 per share, in the prior year quarter.

Six Months ended March 31, 2026 and 2025

Excluding these items from the respective quarterly results, income from continuing operations would have been $68,032, or $1.51 per share in the quarter ended June 30, 2026 compared to $64,484, or $1.39 per share, in the prior year quarter.

Nine Months ended June 30, 2026 and 2025

Income from continuing operations was $168,820 or $3.71 per share, compared to $286, or $0.01 per share, in the prior year.

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– Strategic review - retention and other of $2,568 ($1,934, net of tax, or $0.04 per share);

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

– Discrete and certain other tax benefits, net, of $45,744 or $0.98 per share.

Excluding these items from the respective periods, income from continuing operations would have been $105,598, or $2.31 per share in the six months ended March 31, 2026 compared to $109,146, or $2.31 per share, in the prior year period.

Excluding these items from the respective periods, income from continuing operations would have been $173,630, or $3.81 per share in the nine months ended June 30, 2026 compared to $173,630, or $3.70 per share, in the prior year period.

Adjusted income from continuing operations and the related adjusted earnings per share from operations, which are non-GAAP measures, are key metrics used by Griffon in evaluating performance.

For a reconciliation of income from continuing operations to adjusted income from continuing operations and earnings per share from continuing operations to adjusted earnings per share from continuing operations, refer to the Non-GAAP Financial Measures section below.

For a reconciliation of income (loss) from continuing operations to adjusted income from continuing operations and earnings (loss) per share from continuing operations to adjusted earnings per share from continuing operations, refer to the Non-GAAP Financial Measures section below.

Adjusted EBITDA

For the quarter ended March 31, 2026, adjusted EBITDA of $97,780 decreased $3,905 or 4% compared to $101,685 in the prior year quarter;

and for the six months ended March 31, 2026, adjusted EBITDA of $206,942 decreased $9,740 or 4%, compared to $216,682 in the prior year period.

The decline in both the quarter and six month period was due to the decreased revenue noted above, the unfavorable impact of decreased volume on overhead absorption, and increased material costs.

For a definition of adjusted EBITDA and a reconciliation of net income to adjusted EBITDA (a non-GAAP measure), refer to Non-GAAP Financial Measures section below.

For the quarter ended June 30, 2026, adjusted EBITDA of $124,810 increased $2,527 or 2% compared to $122,283 in the prior year quarter.

The increase in the quarter resulted from the increased revenue noted above, partially offset by the increased material and selling, general and administrative costs.

For the nine months ended June 30, 2026, adjusted EBITDA of $331,752 decreased $7,213 or 2%, compared to $338,965 in the prior year period.

The decrease in the period resulted from the unfavorable impact of decreased volume on overhead absorption and increased material and selling, general and administrative costs, partially offset by increased revenue.

For a definition of adjusted EBITDA and a reconciliation of net income (loss) to adjusted EBITDA (a non-GAAP measure), refer to Non-GAAP Financial Measures section below.

Comprehensive income (loss)

For the quarter ended March 31, 2026, total other comprehensive income, net of taxes, of $ 2,174 included a gain of $ 1,020 from foreign currency translation adjustments primarily due to the strengthening of the Australian Dollar, partially offset by the weakening of the Euro, British Pound and Canadian Dollar, all in comparison to the U.S.

and a $ 1,927 benefit from pension amortization, partially offset by a $ 773 loss on cash flow hedges.

For the quarter ended March 31, 2025, total other comprehensive income, net of taxes, of $ 2,417 included a gain of $ 2,970 from foreign currency translation adjustments primarily due to the strengthening of the Euro and British Pound, all in comparison to the U.S.

and a $ 541 benefit from pension amortization, partially offset by a $ 1,094 loss on cash flow hedges.

For the six months ended March 31, 2026, total other comprehensive income, net of taxes, of $ 6,726 included a gain of $ 4,621 from foreign currency translation adjustments primarily due to the strengthening of the Australian and Canadian Dollar, partially offset by the weakening of the Euro and the British Pound, all in comparison to the U.S.

For the quarter ended June 30, 2026, total other comprehensive income, net of taxes, of $4,515 included a gain of $1,546 from foreign currency translation adjustments due to the strengthening of the Australian Dollar in comparison to the U.S.

Dollar, a $1,773 benefit from pension amortization, and a $1,196 gain on cash flow hedges.

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

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

For the six months ended March 31, 2025, total other comprehensive loss, net of taxes, of $15,282 included a loss of $17,048 from foreign currency translation adjustments primarily due to the weakening of the Euro, British Pound and Australian and Canadian Dollar, all in comparison to the U.S.

Dollar, partially offset by a $596 benefit from pension amortization and a $1,170 gain on cash flow hedges.

For the nine months ended June 30, 2026, total other comprehensive income, net of taxes, of $11,241 included a gain of $6,167 from foreign currency translation adjustments due to the strengthening of the Australian Dollar in comparison to the U.S.

Dollar, and a $5,628 benefit from pension amortization, partially offset by a $554 loss on cash flow hedges.

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

partially offset by a $1,493 benefit from pension amortization and a $475 gain on cash flow hedges.

For the three and nine months ended June 30, 2026, the change in Accumulated other comprehensive income (loss) includes the reclassification of 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.

DISCONTINUED OPERATIONS

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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.

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 the 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.

Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless specifically noted otherwise.

At March 31, 2026 and September 30, 2025, Griffon’s assets held for sale totaled $695,755 and $735,816, respectively, and Griffon's liabilities held for sale totaled $226,923 and $250,390, respectively.

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

On June 9, 2026, Griffon completed the closing of the Veritage joint venture.

As a result of the transaction, the Company recognized a loss of $26,603, including costs to sell, during the nine month period ended June 30, 2026.

On July 31, 2026, Griffon completed the closing of the Australasia joint venture.

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.

Refer to Note 16, Discontinued Operations for additional details.

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

As of March 31, 2026, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $51,500.

As of June 30, 2026, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $52,900.

Our intent is to permanently reinvest the funds of continuing operations outside the U.S.

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subsidiaries classified as discontinued operations.

The Company has accrued a deferred tax liability for federal, state, and withholding taxes on previously taxed earnings and profit (PTEP) which are not considered permanently reinvested.

The Company does not expect repatriation from its discontinued operations to result in significant incremental tax liability.

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

During the six months ended March 31, 2026, the Company generated $118,314 of net cash from operating activities and, as of March 31, 2026, the Company had $436,848 available, subject to certain loan covenants, for borrowing under the Revolver.

The Company had cash and equivalents of $109,672 at March 31, 2026.

During the nine months ended June 30, 2026, the Company generated $217,944 of net cash from operating activities and, as of June 30, 2026, the Company had $472,348 available, subject to certain loan covenants, for borrowing under the Revolver.

The Company had cash and equivalents of $110,350 at June 30, 2026.

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

Cash Flows from continuing operations For the Six Months Ended March 31,

Cash Flows from continuing operations For the Nine Months Ended June 30,

Net Cash Flows Provided by (Used In):

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Financing activities (299,251) (269,439)

Cash flows provided by operating activities from continuing operations for the six months ended March 31, 2026 was $118,314, compared to $139,697 in the prior year period.

In both the six months ended March 31, 2026 and 2025, cash provided by operating activities benefited from increased cash generated from operations and a net increase in net working capital.

The net increase in working capital for the six months ended March 31, 2026 was primarily driven by increased inventory and a decrease in accounts payable and accrued liabilities.

The net increase in working capital for the six months ended March 31, 2025 was primarily driven by increased inventory and accounts receivable, partially offset by increases in accounts payable and accrued liabilities and a decrease in prepaid and other assets.

During the six months ended March 31, 2026, cash flows used in investing activities from continuing operations were comprised of capital expenditures and totaled $17,652, compared to $25,801 in the prior year period.

During the six months ended March 31, 2026, cash used in financing activities from continuing operations totaled $97,758 compared to $133,932 used in the prior year period.

Cash flows used in financing activities from continuing operations in the current period consisted of the purchase of shares of common stock in connection with the board authorized share repurchase program, including excise taxes, and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $64,459, the payment of dividends of $21,218, proceeds related to the Revolver of $50,000, and payments of long-term debt of $62,013 primarily related to the Term Loan B.

Cash flows used in financing activities from continuing operations in the prior year period consisted primarily of net proceeds from long-term debt of $10,989, primarily related to the Revolver, the purchase of shares of common stock in connection with the Board authorized share repurchase program and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $121,453, and the payment of dividends of $23,441.

During the six months ended March 31, 2026, 166,160 shares, with a market value of $12,505, or an average of $75.26 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

Cash flows provided by operating activities from continuing operations for the nine months ended June 30, 2026 was $217,944, compared to $234,516 in the prior year period.

In both the nine months ended June 30, 2026 and 2025, cash provided by operating activities benefited from increased cash generated from operations and a net increase in net working capital.

The net increase in working capital for the nine months ended June 30, 2026 was primarily driven by increases in inventory, accounts receivable and prepaid and other current assets during the period, partially offset by an increase in accounts payable.

The net increase in working capital for the nine months ended June 30, 2025 was primarily driven by increases in inventory, prepaid and other current assets and a decrease in accrued liabilities, partially offset by an increase in accounts payable.

During the nine months ended June 30, 2026, cash provided by investing activities from continuing operations of $76,264 primarily related to proceeds from the sale of AMES North America to the Veritage joint venture of $100,000, partially offset by $23,736 of capital expenditures.

During the nine months ended June 30, 2025, cash used in investing activities from continuing operations of $32,360 primarily related to capital expenditures of $32,498.

During the nine months ended June 30, 2026, cash used in financing activities from continuing operations totaled $299,251 compared to $269,439 used in the prior year period.

Cash flows used in financing activities from continuing operations during the current period primarily consisted of $119,055 for the repurchase of common stock under the board authorized share repurchase program, including excise taxes, and the withholding of common stock to satisfy tax obligations in connection with the vesting of restricted stock;

dividend payments of $30,939;

and repayments of long-term debt of $199,019, partially offset by $50,000 of borrowings under the Revolver.

Payments of long-term debt included $164,000 related to the Term Loan B, consisting of $158,000 of voluntary prepayments and $6,000 of required principal payments, as well as $35,000 of repayments under the Revolver.

Cash flows used in financing activities from continuing operations in the prior year period consisted primarily of net payments of long-term debt of $76,018, primarily related to the Revolver, the purchase of shares of common stock in connection with the Board authorized share repurchase program and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $161,709, and the payment of dividends of $31,622.

During the nine months ended June 30, 2026, 181,376 shares, with a market value of $13,909, or an average of $76.69 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 $200.

During the six months ended March 31, 2026, the Board of Directors approved and paid two quarterly cash dividends of $0.22 per share each.

During the nine months ended June 30, 2026, the Board of Directors approved and paid three quarterly cash dividends of $0.22 per share each.

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

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however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends.

On 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.

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

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.

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 six months ended March 31, 2026 totaled 668,888 shares of common stock, for a total of $51,003, or an average of $76.25 per share, excluding excise taxes of $510.

As of March 31, 2026, $247,010 remained under the Board authorized repurchase program.

During the six months ended March 31, 2026 and 2025, cash provided by discontinued operations from operating activities was $10,913 and $19,437, respectively, related to the AMES’ U.S., Canada, Australia, and U.K.

During the six months ended March 31, 2026 and 2025, cash provided by (used in) discontinued operations from investing activities of $(2,148) and $12,341 relates to capital expenditures and proceeds from the sale of real estate.

During the six months ended March 31, 2026 and 2025, cash used in discontinued operations from financing activities relates to financing lease payments of $60 and $68, respectively.

Cash and Equivalents and Debt March 31, September 30,

Share repurchases during the nine months ended June 30, 2026 totaled 1,294,676 shares of common stock, for a total of $104,195, or an average of $80.48 per share, excluding excise taxes incurred for share repurchases of $1,042.

As of June 30, 2026, $193,818 remained under the Board authorized repurchase program.

During the nine months ended June 30, 2026 and 2025, cash provided by operating activities from discontinued operations was $20,873 and $47,144, respectively, related to the AMES’ U.S., Canada, Australia, and U.K.

During the nine months ended June 30, 2026 and 2025, cash provided by (used in) discontinued operations from investing activities of $(3,608) and $10,526 relates to capital expenditures and proceeds from the sale of real estate.

During the nine months ended June 30, 2026 and 2025, cash used in discontinued operations from financing activities relates to financing lease payments of $78 and $99, respectively.

Cash and Equivalents and Debt June 30, September 30,

Cash and equivalents $ 110,350 $ 99,045

8 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.

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 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.

The Term Loan B facility was issued at 99.75% of par value.

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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.

Term Loan B borrowings may generally be repaid without penalty.

Once repaid, Term Loan B borrowings may not be

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 $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 payment 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.

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

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

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

Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.75% (5.51% 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;

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

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

Net Debt to EBITDA, a non-GAAP measure, was 2.4x at March 31, 2026.

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

Net Debt to EBITDA, a non-GAAP measure, was 2.2x at June 30, 2026.

For a definition of Net debt to EBITDA, refer to the Non-GAAP financial measures section of the Quarterly Report on 10-Q.

Capital Resource Requirements

Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028, and related annual interest payments of approximately $56,050, a Term Loan B facility maturing in 2029 with an outstanding balance of $387,000 at March 31, 2026 and Revolver maturing in 2028 which had $50,000 in outstanding borrowings at March 31, 2026.

The Term Loan B facility accrues interest at the Term SOFR plus a spread of 2.00% (5.66% as of March 31, 2026).

Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028, and related annual interest payments of approximately $56,050, a Term Loan B facility maturing in 2029 with an outstanding balance of $285,000 at June 30, 2026 and Revolver maturing in 2028 which had $15,000 in outstanding borrowings at June 30, 2026.

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

At June 30, 2026 the Term Loan B facility required 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 balloon payment due at maturity.

The Term Loan B was repaid in full on July, 31 2026 and all of the outstanding obligations under the agreement were satisfied.

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

Griffon's SOFR loans accrue interest at Term SOFR plus a credit spread adjustment and a margin of 1.75% (5.51% at March 31, 2026);

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

Griffon's SOFR loans accrue interest at Term SOFR plus a credit spread adjustment and a margin of 1.75% (5.51% at June 30, 2026);

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

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

For the six months ended March 31, 2026, no customer exceeded 10% of consolidated revenue.

For the nine months ended June 30, 2026, no customer exceeded 10% of consolidated revenue.

Future operating results will continue to depend substantially on the success of Griffon’s largest customers and our ongoing relationships with them.

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There can be no assurance that we will not modify the presentation of adjusted EBITDA and adjusted EBITDA margin in the future, and any such modification may be material.

Our presentation of adjusted EBITDA and adjusted EBITDA margin should not be construed to imply that our future results will be unaffected by any such adjustments.

Our presentation of

adjusted EBITDA and adjusted EBITDA margin should not be construed to imply that our future results will be unaffected by any such adjustments.

In addition, other companies, including companies in our industry, may not calculate adjusted EBITDA and adjusted EBITDA margin at all or may calculate Adjusted EBITDA and Adjusted EBITDA margin differently and, accordingly, our calculations of EBITDA and adjusted EBITDA are not necessarily comparable to similar measures of other companies, which could reduce the usefulness of adjusted EBITDA and adjusted EBITDA margin as tools for comparison.

The following table provides a reconciliation of net income to adjusted EBITDA for the periods presented and the calculation of adjusted EBITDA margin:

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

The following table provides a reconciliation of net income (loss) to adjusted EBITDA for the periods presented and the calculation of adjusted EBITDA margin:

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

2026 2025 2026 2025

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

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

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

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

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

Net interest expense 20,122 23,978 63,011 72,334

1 unchanged sentence

Provision for income taxes 25,660 (47,105) 63,849 (8,589)

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

Impact of retirement plan events

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Griffon believes this information is useful to investors.

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

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

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

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

2026 2025 2026 2025

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

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

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

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

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

Adjusting items:

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Loss from debt extinguishment 833 — 1,389 —

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

Strategic review - retention and other — 790 — 2,568

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Loss from debt extinguishment 0.01 — 0.02 —

Anti-dilutive share impact (4)

Goodwill and intangible asset impairments — 4.69 — 4.63

Strategic review - retention and other — 0.01 — 0.04

2 unchanged sentences

Adjusted earnings per common share from continuing operations $ 1.51 $ 1.39 $ 3.81 $ 3.70

Diluted weighted-average shares outstanding 45,690 46,900 45,727 47,226

Weighted-average shares outstanding (in thousands) 43,970 45,320 44,414 45,505

Diluted weighted-average shares outstanding (in thousands) 45,148 46,270 45,543 46,911

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

(1) For the three and six months ended March 31, 2026, the impact of retirement plan events relates to non-cash charges of $1,609 and $3,218 included in Other, net associated with the establishment of a retiree medical plan.

(1) For the three and nine months ended June 30, 2026, the impact of retirement plan events relates to non-cash charges of $1,608 and $4,826 included in Other, net associated with the establishment of a retiree medical plan.

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

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

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

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

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

face of the Statement of Operations.

The anti-dilutive share impact represents the impact of converting from basic shares used in calculating earnings (loss) per

common share to the diluted shares used in calculating earnings (loss) per common share from a net loss.

N et debt to EBITDA

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Debt, net of cash and equivalents $ 1,164,436

Adjusted EBITDA (per debt compliance)

TTM adjusted EBITDA, including discontinued operations $ 523,000

EBITDA from divested and ceased operations (19,296)

TTM stock based compensation, continuing operations 27,945

Discontinued operations adjustments 1,369

TTM stock based compensation, including discontinued operations 29,314

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Leverage ratio 2.2x

(1) Griffon defines EBITDA per bank compliance as operating results including discontinued operations and excluding interest income and expense, income taxes, depreciation and amortization, restructuring charges, debt extinguishment, net and acquisition related expenses, as well as other items that may affect comparability, as applicable, plus stock based compensation.

See following table for calculation of TTM EBITDA, per debt compliance for the six months ended March 31, 2026.

(1) Griffon defines EBITDA per bank compliance as operating results including discontinued operations and excluding EBITDA attributable to operations that were divested or ceased operations, interest income and expense, income taxes, depreciation and amortization, restructuring charges, debt extinguishment, net and acquisition related expenses, as well as other items that may affect comparability, as applicable, plus stock based compensation.

See following table for calculation of TTM EBITDA, per debt compliance for the nine months ended June 30, 2026.

The following table provides a reconciliation of adjusted EBITDA, including stock compensation to TTM EBITDA, per debt compliance:

Year ended September 30, For the Six Months Ended March 31, TTM March 31,

Year ended September 30, For the Nine Months Ended June 30, TTM June 30,

Adjusted EBITDA $ 522,293 $ 385,137 $ 384,430 $ 523,000

Stock-based compensation expense 25,483 21,692 17,861 29,314

EBITDA from divested and ceased operations (18,700) (16,169) (15,573) (19,296)

EBITDA, per debt compliance $ 529,076 $ 390,660 $ 386,718 $ 533,018

_____________________________

(1) As previously reported in the Company's earnings release on Form 8-K furnished to the SEC.

(2) The following table provides a reconciliation of adjusted EBITDA from continuing operations, including stock compensation to EBITDA, per debt compliance for the six months ended March 31, 2026:

For the Six Months Ended March 31,

(1) Adjusted EBITDA and stock-based compensation for the periods ended September 30, 2025 and June 30, 2025 are as previously reported in the Company's earnings release on Form 8-K furnished to the SEC.

(2) The following table provides a reconciliation of adjusted EBITDA from continuing operations, including stock compensation to EBITDA, per debt compliance for the nine months ended June 30, 2026 and 2025:

For the Nine Months Ended June 30,

Adjusted EBITDA:

6 unchanged sentences

Total 21,692 17,861

EBITDA from divested and ceased operations (16,169) (15,573)

EBITDA, per debt compliance $ 390,660 $ 386,718

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

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

In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act, presented below are summarized financial information of the Parent (Griffon) subsidiaries and the Guarantor subsidiaries as of March 31, 2026 and September 30, 2025 and for the six months ended March 31, 2026 and for the year ended September 30, 2025.

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

Prior to the closing of the Veritage joint venture on June 9, 2026, The AMES Companies, LLC and ClosetMaid LLC were also guarantors of the Senior Notes;

their guarantees were released upon closing.

In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act, presented below are summarized financial information of the Parent (Griffon) subsidiaries and the Guarantor subsidiaries as of June 30, 2026 and September 30, 2025 and for the nine months ended June 30, 2026 and for the year ended September 30, 2025.

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

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and (v) upon obtaining the requisite consent of the holders of the Senior Notes.

Upon the closing of the joint venture transaction discussed in Note 15 - Discontinued operations, the existing guarantees related to The Ames Companies, LLC, and ClosetMaid LLC, will be released.

Upon the closing of the joint venture transaction discussed in Note 16 - Discontinued Operations, the existing guarantees related to The Ames Companies, LLC, and ClosetMaid LLC, were released.

Summarized Statements of Operations and Comprehensive Income (Loss)

For the Six Months Ended For the Year Ended

March 31, 2026 September 30, 2025

For the Nine Months Ended For the Year Ended

June 30, 2026 September 30, 2025

Parent Company Guarantor Companies Parent Company Guarantor Companies

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Summarized Balance Sheet Information

As of March 31, 2026 As of September 30, 2025

As of June 30, 2026 As of September 30, 2025

Parent Company Guarantor Companies Parent Company Guarantor Companies

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the ability of Griffon to expand into new geographic and/or product markets, and to anticipate and meet customer demands for new products and product enhancements and innovations;

increases in the cost or lack of availability of raw materials such as steel, resin and wood, components or purchased finished goods, including any potential impact on costs or availability resulting from tariffs;

increases in the cost or lack of availability of raw materials such as steel, poly-chemicals and glass, components or purchased finished goods, including any potential impact on costs or availability resulting from tariffs;

changes in customer demand or loss of a material customer;

22 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 2. Management’s Discussion and Analysis