1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: During the fiscal quarter ended March 31, 2026, the following trading plans were adopted by the executive officers listed below.
−Removed: Each such plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as amended.
−Removed: Date of Adoption of Plan
−Removed: Aggregate Number of Shares of Common Stock to be sold pursuant to Trading Arrangement
−Removed: Period of Plan
−Removed: Mehmel, President and Chief Operating Officer
−Removed: February 12, 2026
−Removed: 100,000 May 14, 2026 - May 31, 2027
−Removed: Harris, Executive Vice President and Chief Financial Officer
−Removed: February 12, 2026
−Removed: 30,000 May 14, 2026 - May 10, 2027
+Added: During the fiscal quarter ended June 30, 2026, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c), as amended or any “non-Rule 10b5-1 trading arrangement.”
Item 6 Exhibits
−Removed: 2.1 Master Tra nsaction Agreement, date d as of February 5, 2026, among Griffon Ames HoldCo LLC, VNPI G lobal Investments and Services, S.L., Bel lota Holding AG, Merv Holdco LLC, Merv Midco LLC And Merv Finco LLC (as incorporated by reference to Exhibit 2.1 to Quart erly Report on Form 10-Q for the quarter ended December 31, 2025 ).
−Removed: O ffer Letter, dated February 18, 2026, between the Company and Seth L.
−Removed: G riffon Corporation Director Compensation Program (adopted as of February 18, 2026).
+Added: 2.1 Amended a nd Restated Master Transaction Agreement, dated as of June 7, 2026, among Griffon AMES HoldCo LLC, VNPI Global Investments and Services, S.L., Bel lota Holding AG, Merv Hold Co LLC, Merv MidCo LLC, Merv FinCo LLC, and Ne w Ames Equity Sub LLC ( Exhibit 2.1 to Current Report to Form 8-K dated June 7, 2026) .
+Added: 2.2 Share Sale Agreement, dated as of June 8 , 2026, by and between Griffon AMES HoldCo LLC and HupCo Par entCo Pty Ltd ACN 698 725 816 (Exhibit 2.2 to Current Report to Form 8-K dated June 7, 2 026) .
+Added: 10.1 Second Lien Tranche A Credit Agreement, dated as of June 9, 2026, by and among Merv FinCo LLC, as borrower, Merv MidCo LLC, as holdings, the direct and indirect subsidiaries of Merv Finco LLC from time to time party thereto, as guarantors, the financial institutions from time to time party thereto, as lenders, and UMB Bank, N.A.
+Added: , as administrative agent (Exhibit 99.1 to Current Report on Form 8-K filed June 11, 2026).
+Added: 10.2 Second Lien Tranche B Credit Agreement, dated as of June 9, 2026, by and among Merv FinCo LLC, as borrower, Merv MidCo LLC, as holdings, the direct and indirect subsidiaries of Merv Finco LLC from time to time party thereto, as guarantors, the financial institutions from time to time party thereto, as lenders, and UMB Bank, N.A., as administrative agent (Exhibit 99.2 to Current Report on Form 8-K filed June 11, 2026).
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
18 unchanged sentences
(Principal Accounting Officer)
+Added: August 5, 2026
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.