GRIFFON CORP 10-Q

Item 1 – Financial Statements GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) June 30, 2026 September 30, 2025 CURRENT ASSETS Cash and equivalents $ 110,350 $ 99,045 Accounts receivable, net of allowances of $ 4,205 and $ 5,641 201,696 196,957 Inventories 185,532 171,747 Prepaid and other current assets 54,565 42,079 Assets of discontinued operations held for sale 171,466 735,816 Total Current Assets 723,609 1,245,644 PROPERTY, PLANT AND EQUIPMENT, net 204,691 195,950 OPERATING LEASE RIGHT-OF-USE ASSETS 65,335 53,041 GOODWILL 191,253 191,253 INTANGIBLE ASSETS, net 346,815 363,955 EQUITY METHOD INVESTMENT 118,600 — NOTES RECEIVABLE (related party) 162,039 — OTHER ASSETS 23,713 26,191 Total Assets $ 1,836,055 $ 2,076,034 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 8,011 $ 8,033 Accounts payable 90,975 57,663 Accrued liabilities 130,553 114,628 Current portion of operating lease liabilities 16,834 15,473 Liabilities of discontinued operations held for sale 53,814 250,390 Total Current Liabilities 300,187 446,187 LONG-TERM DEBT, net 1,259,624 1,404,276 LONG-TERM OPERATING LEASE LIABILITIES 52,523 40,453 OTHER LIABILITIES 94,565 111,146 Total Liabilities 1,706,899 2,002,062 COMMITMENTS AND CONTINGENCIES - See Note 21 SHAREHOLDERS’ EQUITY Total Shareholders’ Equity 129,156 73,972 Total Liabilities and Shareholders’ Equity $ 1,836,055 $ 2,076,034 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 1 Table of Contents GRIFFON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) COMMON STOCK CAPITAL IN EXCESS OF PAR VALUE RETAINED EARNINGS TREASURY SHARES ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (in thousands) SHARES PAR VALUE SHARES COST TOTAL Balance at September 30, 2025 84,746 $ 21,187 $ 690,153 $ 479,048 38,400 $ ( 1,044,496 ) $ ( 71,920 ) $ 73,972 Net income — — — 64,387 — — — 64,387 Dividend — — — ( 10,089 ) — — — ( 10,089 ) Shares withheld on employee taxes on vested equity awards — — — — 160 ( 11,846 ) — ( 11,846 ) Common stock acquired including excise taxes — — — — 247 ( 18,500 ) — ( 18,500 ) Equity awards granted, net — — ( 17,345 ) — ( 634 ) 17,345 — — Stock-based compensation (1) — — 6,427 — — — — 6,427 Other comprehensive income, net of tax — — — — — — 4,552 4,552 Balance at December 31, 2025 84,746 $ 21,187 $ 679,235 $ 533,346 38,173 $ ( 1,057,497 ) $ ( 67,368 ) $ 108,903 Net income — — — 19,318 — — — 19,318 Dividend — — — ( 10,004 ) — — — ( 10,004 ) Shares withheld on employee taxes on vested equity awards — — — — 6 ( 485 ) — ( 485 ) Common stock acquired including excise taxes — — — — 422 ( 33,270 ) — ( 33,270 ) Equity awards granted, net — — 832 — 30 ( 832 ) — — Stock-based compensation (1) — — 7,811 — — — — 7,811 Other comprehensive income, net of tax — — — — — — 2,174 2,174 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 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. 2 Table of Contents GRIFFON CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) COMMON STOCK CAPITAL IN EXCESS OF PAR VALUE RETAINED EARNINGS TREASURY SHARES ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) DEFERRED COMPENSATION (in thousands) SHARES PAR VALUE SHARES COST TOTAL Balance at September 30, 2024 84,746 $ 21,187 $ 677,028 $ 461,442 36,443 $ ( 876,527 ) $ ( 58,024 ) $ ( 218 ) $ 224,888 Net income — — — 70,851 — — — — 70,851 Dividend — — — ( 8,196 ) — — — — ( 8,196 ) Shares withheld on employee taxes on vested equity awards — — — — 64 ( 5,342 ) — — ( 5,342 ) Amortization of deferred compensation — — — — — — — 218 218 Common stock acquired including excise taxes — — — — 610 ( 42,963 ) — — ( 42,963 ) Equity awards granted, net — — ( 12,136 ) — ( 493 ) 12,136 — — — ESOP allocation of common stock — — 537 — — 104 — — 641 Stock-based compensation (1) — — 5,378 — — — — — 5,378 Other comprehensive income, net of tax — — — — — — ( 17,699 ) — ( 17,699 ) Balance at December 31, 2024 84,746 $ 21,187 $ 670,807 $ 524,097 36,624 $ ( 912,592 ) $ ( 75,723 ) $ — $ 227,776 Net income — — — 56,762 — — — — 56,762 Dividend — — — ( 8,494 ) — — — — ( 8,494 ) Shares withheld on employee taxes on vested equity awards — — — — 520 ( 39,407 ) — — ( 39,407 ) Common stock acquired including excise taxes — — — — 420 ( 30,827 ) — — ( 30,827 ) Equity awards granted, net — — ( 1,238 ) — ( 49 ) 1,238 — — — Stock-based compensation (1) — — 6,515 — — — — — 6,515 Other comprehensive income, net of tax — — — — — — 2,417 — 2,417 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 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. 3 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (in thousands, except per share data) (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Revenue $ 481,370 $ 449,692 $ 1,357,490 $ 1,319,829 Cost of goods and services 255,316 230,851 730,714 691,254 Gross profit 226,054 218,841 626,776 628,575 Selling, general and administrative expenses 110,552 107,283 324,515 321,790 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) Interest expense ( 21,124 ) ( 24,068 ) ( 64,254 ) ( 72,763 ) Interest income 1,002 90 1,243 429 Loss from debt extinguishment ( 833 ) — ( 1,389 ) — Other, net ( 2,576 ) 272 ( 5,192 ) 858 Total other expense, net ( 23,531 ) ( 23,706 ) ( 69,592 ) ( 71,476 ) 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 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 (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 (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 (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 (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 Dividends paid per common share $ 0.22 $ 0.18 $ 0.66 $ 0.54 Net income $ 51,632 $ ( 120,139 ) $ 135,337 $ 7,474 Other comprehensive income (loss), net of taxes: Foreign currency translation adjustments 1,546 12,244 6,167 ( 4,804 ) Pension and other post retirement plans 1,773 897 5,628 1,493 Change in cash flow hedges 1,196 ( 695 ) ( 554 ) 475 Total other comprehensive income (loss), net of taxes 4,515 12,446 11,241 ( 2,836 ) 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. 4 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS: Net income $ 135,337 $ 7,474 Net loss (income) from discontinued operations 33,483 ( 7,188 ) Income from continuing operations 168,820 286 Adjustments to reconcile net income to net cash provided by operating activities - continuing operations: 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 ) Amortization of debt discounts and issuance costs 2,963 3,080 Loss from debt extinguishment 1,389 — Pension and other post-retirement non-cash charges 5,345 285 Deferred income tax provision (benefit) ( 124 ) ( 25,000 ) Change in assets and liabilities: Increase in accounts receivable ( 4,901 ) ( 3,950 ) Increase in inventories ( 14,024 ) ( 17,481 ) (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 ) Other changes 1,071 1,190 Net cash provided by operating activities - continuing operations 217,944 234,516 CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS: Acquisition of property, plant and equipment ( 23,736 ) ( 32,498 ) Proceeds from sale of business 100,000 — Other, net — 138 Net cash provided by (used in) investing activities - continuing operations 76,264 ( 32,360 ) CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS: Dividends paid ( 30,939 ) ( 31,622 ) Purchase of shares for treasury ( 119,055 ) ( 161,709 ) Proceeds from long-term debt 50,000 63,000 Payments of long-term debt ( 199,019 ) ( 139,018 ) Other, net ( 238 ) ( 90 ) Net cash used in financing activities - continuing operations ( 299,251 ) ( 269,439 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash provided by operating activities 20,873 47,144 Net cash provided by (used in) investing activities ( 3,608 ) 10,526 Net cash used in financing activities ( 78 ) ( 99 ) Net cash provided by discontinued operations 17,187 57,571 Effect of exchange rate changes on cash and equivalents ( 839 ) 2,553 NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 11,305 ( 7,159 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 99,045 114,438 CASH AND EQUIVALENTS AT END OF PERIOD $ 110,350 $ 107,279 Supplemental Disclosure of Non-Cash Flow Information: Capital expenditures in accounts payable $ 4,277 $ 4,770 The accompanying notes to condensed consolidated financial statements are an integral part of these statements. 5 Table of Contents GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) (Unless otherwise indicated, references to years or year-end refer to Griffon’s fiscal period ending September 30) NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION About Griffon Corporation Griffon Corporation (the “Company,” “Griffon,” “we” or “us”) is a leading provider of residential and commercial building products. The Company is the largest North American manufacturer and marketer of garage doors under the Clopay, IDEAL and Holmes brands, and rolling steel door and grille products under the Clopay, Cornell, and Cookson brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold under the Hunter, Casablanca, and Jan Fan brands. The Company, founded in 1959, is organized as a Delaware corporation headquartered in New York, N.Y. and listed on the New York Stock Exchange (NYSE:GFF). 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 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 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. The U.K. 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. Refer to Note 16, Discontinued Operations for further details. 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. For further information regarding our segment reporting, see Note 13, Reportable Segment. 6 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. As such, they should be read together with Griffon’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which provides a more complete explanation of Griffon’s accounting policies, financial position, operating results, business, properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Griffon’s businesses are seasonal; for this and other reasons, the financial results of the Company for any interim period are not necessarily indicative of the results for the full year. The Condensed Consolidated Balance Sheet information at September 30, 2025 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2025. The 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. Intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in prior years may have been reclassified to conform to the current year presentation. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates may be adjusted due to changes in economic, industry or customer financial conditions, as well as changes in technology or demand. Significant estimates include expected loss allowances for credit losses and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill and intangible assets, assumptions associated with pension benefit obligations and income or expenses, useful lives associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales incentive accruals, assumptions associated with stock based compensation valuation, income taxes and tax valuation reserves, environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of discontinued operations and the accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions Griffon may undertake in the future. Actual results may ultimately differ from these estimates. 7 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 2 – FAIR VALUE MEASUREMENTS The carrying values of cash and equivalents, accounts receivable, accounts and notes payable, and revolving credit and variable interest rate debt approximate fair value due to either the short-term nature of such instruments or the fact that the interest rate of the revolving credit and variable rate debt is based upon current market rates. Applicable accounting guidance establishes a fair value hierarchy requiring the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value, as follows: • Level 1 inputs are measured and recorded at fair value based upon quoted prices in active markets for identical assets. • Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. • Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. 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). 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 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. Dollars. 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 8 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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 The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service, or a bundle of goods or services, to the customer, and is the unit of accounting. A contract with a customer is an agreement which both parties have approved, that creates enforceable rights and obligations, has commercial substance and with respect to which payment terms are identified and collectability is probable. Once the Company has entered into a contract or purchase order, it is evaluated to identify performance obligations. For each performance obligation, revenue is recognized when control of the promised products is transferred to the customer, or services are satisfied under the contract or purchase order, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). The Company’s performance obligations are recognized at a point in time related to the manufacture and sale of a broad range of products and components, and revenue is recognized when title, and risk and rewards of ownership, have transferred to the customer, which is generally upon shipment. For a complete explanation of Griffon’s revenue accounting policies, this note should be read in conjunction with Griffon’s Annual Report on Form 10-K for the year ended September 30, 2025. See Note 13, Reportable Segment for revenue from contracts with customers disaggregated by end markets. NOTE 4 – INVENTORIES Inventories are stated at the lower of cost (first-in, first-out or average cost) or net realizable value. The following table details the components of inventory: At June 30, 2026 At September 30, 2025 Raw materials and supplies $ 71,697 $ 71,742 Work in process 9,651 9,193 Finished goods 104,184 90,812 Total $ 185,532 $ 171,747 9 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 5 – PROPERTY, PLANT AND EQUIPMENT The following table details the components of property, plant and equipment, net: At June 30, 2026 At September 30, 2025 Land, building and building improvements $ 102,629 $ 100,415 Machinery and equipment (1) 367,908 343,029 Leasehold improvements 30,352 30,341 500,889 473,785 Accumulated depreciation ( 296,198 ) ( 277,835 ) Total $ 204,691 $ 195,950 (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 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 The Company is exposed to credit losses primarily through sales of products and services. Trade receivables are recorded at their stated amount, less expected allowances for credit losses and, when appropriate, for customer program reserves and cash discounts. The Company’s expected loss allowance methodology for trade receivables is primarily based on the aging method of the accounts receivable balances and the financial condition of its customers. The expected allowance for credit losses represents estimated uncollectible receivables associated with potential customer defaults on contractual payment obligations (usually due to customers’ potential insolvency) and estimates for returns. As of 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. The provision related to the expected allowance for credit losses is recorded in SG&A expenses. The Company writes-off accounts receivable when they are deemed to be uncollectible. The Company also considers current and expected future economic and market conditions when determining any estimate of credit losses. Generally, estimates used to determine the allowance are based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. All accounts receivable amounts are expected to be collected in less than one year. Based on a review of the Company's policies and procedures, including the aging of its trade receivables, recent write-off history and other factors related to future macroeconomic conditions, Griffon determined that its method to determine expected allowances for credit losses is in accordance with the accounting guidance for credit losses on financial instruments, including trade receivables, in all material respects. The following table provides a roll-forward of the allowance for credit losses that is deducted from gross accounts receivable to present the net amount expected to be collected: 10 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Nine Months Ended June 30, 2026 2025 Beginning Balance, October 1 $ 5,641 $ 6,223 Provision for expected credit losses 174 ( 5 ) Amounts written off charged against the allowance ( 1,166 ) ( 357 ) Other ( 444 ) 856 Ending Balance, June 30 $ 4,205 $ 6,717 NOTE 7 – EQUITY METHOD INVESTMENT 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 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. 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. 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. 11 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 8 – GOODWILL AND OTHER INTANGIBLES 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 June 30, 2026 At September 30, 2025 Gross Carrying Amount Accumulated Amortization Average Life (Years) Gross Carrying Amount Accumulated Amortization Customer relationships & other $ 272,795 $ 65,346 15 $ 284,984 $ 61,291 Technology, patents & other 7,068 4,295 3 7,707 4,038 Total amortizable intangible assets 279,863 69,641 292,691 65,329 Trademarks 136,593 — 136,593 — Total intangible assets $ 416,456 $ 69,641 $ 429,284 $ 65,329 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: remaining in 2026 - $ 3,710 ; 2027 - $ 14,800 ; 2028 - $ 14,800 ; 2029 - $ 14,800 ; 2030 - $ 14,800 ; 2031 - $ 14,800 ; thereafter $ 132,512 . 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. 12 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 9 – INCOME TAXES 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 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 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 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 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. 13 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 10 – LONG-TERM DEBT 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 Senior notes due 2028 (a) $ 974,775 $ 85 ( 3,366 ) $ 971,494 5.75 % $ 974,775 $ 121 $ ( 4,880 ) $ 970,016 5.75 % Term loan B due 2029 (b) 285,000 ( 230 ) ( 2,086 ) 282,684 Variable 449,000 ( 461 ) ( 4,169 ) 444,370 Variable Revolver due 2028 (b) 15,000 — ( 1,554 ) 13,446 Variable — — ( 2,113 ) ( 2,113 ) Variable Other debt (c) 11 — — 11 Variable 36 — — 36 Variable Totals 1,274,786 ( 145 ) ( 7,006 ) 1,267,635 1,423,811 ( 340 ) ( 11,162 ) 1,412,309 less: Current portion ( 8,011 ) — — ( 8,011 ) ( 8,033 ) — — ( 8,033 ) 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 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. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Senior notes due 2028 (a) 6.0 % $ 14,021 $ ( 12 ) $ 506 $ 14,515 6.0 % $ 14,013 $ ( 12 ) $ 505 $ 14,506 Term Loan B due 2029 (b) 6.1 % 5,263 27 248 5,538 6.8 % 7,363 35 313 7,711 Revolver due 2028 (b) Variable 958 — 186 1,144 Variable 1,808 — 186 1,994 Other long term debt (c) Variable 8 — — 8 Variable 70 — — 70 Capitalized interest ( 81 ) — — ( 81 ) ( 213 ) — — ( 213 ) Totals $ 20,169 $ 15 $ 940 $ 21,124 $ 23,041 $ 23 $ 1,004 $ 24,068 14 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Nine Months Ended June 30, 2026 Nine Months Ended June 30, 2025 Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Effective Interest Rate Cash Interest Amort. Debt (Premium)/Discount Amort. Debt Issuance Costs & Other Fees Total Interest Expense Senior notes due 2028 (a) 6.0 % $ 42,045 $ ( 36 ) $ 1,515 $ 43,524 6.0 % $ 42,045 $ ( 36 ) $ 1,515 $ 43,524 Term Loan B due 2029 (b) 6.2 % 17,651 92 833 18,576 7.0 % 22,746 104 938 23,788 Revolver due 2028 (b) Variable 1,863 — 559 2,422 Variable 5,354 — 559 5,913 Other long term debt (c) Variable 17 — — 17 Variable 117 — — 117 Capitalized interest ( 285 ) — — ( 285 ) ( 579 ) — — ( 579 ) Totals $ 61,291 $ 56 $ 2,907 $ 64,254 $ 69,683 $ 68 $ 3,012 $ 72,763 15 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) (a) During 2020, Griffon issued, at par, $ 1,000,000 of 5.75 % Senior Notes due 2028 (the “Senior Notes”). Proceeds from the Senior Notes were used to redeem $ 1,000,000 of 5.25 % Senior Notes due in 2022. In connection with the issuance and exchange of the Senior Notes, Griffon capitalized $ 16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes. During 2022, Griffon purchased $ 25,225 of Senior Notes in the open market at a weighted average discount of 91.82 % of par, or $ 23,161 . As of June 30, 2026, outstanding Senior Notes due totaled $ 974,775 ; interest is payable semi-annually on March 1 and September 1. The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. The Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer. The fair value of the Senior Notes approximated $ 972,338 on 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. The Term Loan B facility was issued at 99.75 % of par value. Additionally, during 2024 Griffon further amended its Credit Agreement to favorably reprice the Term Loan B facility. The amendment reduced the margin above Secured Overnight Financing Rate ("SOFR") by 0.25 %, eliminated the credit spread adjustment and reduced the SOFR floor from 0.50 % to 0 %. The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00 % ( 5.66 % 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 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 $ 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 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. In the event the Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027. The amendment also modified certain other provisions of the Credit Agreement, including increasing the letter of credit sub-facility under the Revolver from $ 100,000 to $ 125,000 and increasing the customary accordion feature from a minimum of $ 375,000 to a minimum of $ 500,000 . The Revolver also includes a multi-currency sub-facility of $ 200,000 . Borrowings under the Revolver may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a SOFR, Sterling Overnight Index Average ("SONIA") or base rate benchmark rate, plus an applicable margin, which 16 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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 ; and $ 472,348 was available, subject to certain loan covenants, for borrowing at that date. The Revolver has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Both the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors. (c) The balance in other long-term debt consists of finance leases. 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 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 . For all dividends, a dividend payable is established for the holders of restricted shares; such dividends will be released upon vesting of the underlying restricted shares. At June 30, 2026, accrued dividends were $ 2,156 . The Company currently intends to pay dividends each quarter; however, payment of dividends is determined by the Board of Directors at its discretion based on various factors, and no assurance can be provided as to the payment of future dividends. Dividends paid on shares in Griffon's Employee Stock Ownership Plan (the “ESOP”) through December 31, 2024 were used to offset ESOP loan payments and recorded as a reduction of debt service payments and compensation expense. The ESOP loan was paid in full as of December 31, 2024 and dividends paid after that date are paid in cash directly to participant accounts. The ESOP was frozen as of September 30, 2024; this means that, for plan years after this date, no additional employees will become participants under the ESOP and no new voluntary contributions will be made to the ESOP. Prior to this date, all U.S. employees of Griffon, who were not members of a collective bargaining unit, were automatically eligible to participate in the plan on the October 1st following completion of one qualifying year of service (as defined in the plan). During the 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 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. 17 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) On January 29, 2016, shareholders approved the Griffon Corporation 2016 Equity Incentive Plan (the "Original Incentive Plan") pursuant to which, among other things, awards of performance shares, performance units, stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares and other stock-based awards may be granted. On January 31, 2018, shareholders approved Amendment No. 1 to the Original Incentive Plan pursuant to which, among other things, 1,000,000 shares were added to the Original Incentive Plan; on January 30, 2020, shareholders approved Amendment No. 2 to the Original Incentive Plan, pursuant to which 1,700,000 shares were added to the Original Incentive Plan; on February 17, 2022, shareholders approved the Amended and Restated 2016 Equity Incentive Plan (the “Amended Incentive Plan”), which amended and restated the Original Incentive Plan and pursuant to which, among other things, 1,200,000 shares were added to the Original Incentive Plan; and on March 20, 2024, shareholders approved an amendment to add 2,600,000 shares to the Amended Incentive Plan. Options granted under the Amended Incentive Plan may be either “incentive stock options” or nonqualified stock options, generally expire ten years after the date of grant and are granted at an exercise price of not less than 100 % of the fair market value at the date of grant. The maximum number of shares of common stock available for award under the Amended Incentive Plan is 8,850,000 ( 600,000 of which may be issued as incentive stock options), plus (i) any shares that were reserved for issuance under the Original Incentive Plan as of the effective date of the Original Incentive Plan, and (ii) any shares underlying awards outstanding on such date under the 2011 Incentive Plan that were subsequently canceled or forfeited. As of 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. The Company recognizes forfeitures as they occur. Compensation expense for restricted stock granted to four senior executives is calculated as the target number of shares granted, upon achieving certain performance criteria or market conditions multiplied by the grant date fair value. The Monte Carlo Simulation Model is used to estimate the grant-date fair value of restricted stock awards that include market conditions. Compensation cost related to stock-based awards with graded vesting, generally over a period of three years , is recognized using the straight-line attribution method and recorded within SG&A expenses. The Company’s compensation expense relating to all stock-based incentive plans was $ 6,894 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. During the first quarter of 2026, Griffon also granted 531,456 shares of restricted stock to four senior executives with a vesting period of thirty-six months and a two-year post-vesting holding period, subject to the achievement of certain performance conditions relating to required levels of return on invested capital and the relative total shareholder return of Griffon's common stock as compared to a market index. So long as the minimum performance conditions are attained, the amount of shares that can vest will range from a minimum of 88,578 to a maximum of 531,456 , with the target number of shares being 177,152 . The total estimated fair value of these restricted shares, assuming achievement of the performance conditions at target, is $ 14,326 , or a weighted average fair value of $ 80.87 per share (based on the target number of shares). 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. 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 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. 18 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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 (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 June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Common shares outstanding 45,477 46,638 45,477 46,638 Non-vested restricted stock ( 1,759 ) ( 1,599 ) ( 1,759 ) ( 1,599 ) Impact of weighted average shares 252 281 696 466 Weighted average shares outstanding - basic 43,970 45,320 44,414 45,505 Incremental shares from stock-based compensation 1,178 — 1,129 1,406 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. All prior period comparative information has been conformed to this reporting structure. Griffon Corporation is a leading provider of residential and commercial building products. The Company is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Sectional garage doors for residential and commercial applications are sold under the brands Clopay, IDEAL, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Clopay, Cornell, and Cookson brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold under the Hunter, Casablanca, and Jan Fan brands. 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 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. 19 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Disaggregation of Revenue Revenue from contracts with customers is disaggregated by end markets as it more accurately depicts the nature and amount of the Company’s revenue. The following table presents revenue disaggregated by end market: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Residential repair and remodel (1) $ 258,960 $ 234,759 $ 723,727 $ 700,320 Commercial 188,308 180,750 536,714 519,893 Residential new construction (1) 34,102 34,183 97,049 99,616 Total $ 481,370 $ 449,692 $ 1,357,490 $ 1,319,829 _____________________ (1) The breakout between residential new construction and residential repair and remodel contains certain management assumptions, such as customer and product type. 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 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. NOTE 14 – EMPLOYEE BENEFIT PLANS Defined benefit pension and other post-retirement benefit plan expenses are as follows: Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Service cost $ 93 $ — $ 281 $ — Interest cost 173 288 522 864 Expected return on plan assets — ( 292 ) — ( 877 ) Amortization: Prior service cost 1,608 — 4,826 — Recognized actuarial loss 173 95 519 285 Net periodic benefit plan expense $ 2,047 $ 91 $ 6,148 $ 272 The defined benefit pension and other post-retirement benefit plan expenses in the above table were recorded in Other, net on the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss), except for service costs, which were recorded in selling, general and administrative expenses. Included in the above table is the new retiree medical plan for certain Griffon executives, which was effective August 5, 2025. 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 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. 20 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) During 2025, the Company completed the termination of the Hunter Pension Plan (the "Plan"). In connection with such termination the Plan made lump sum payments of $ 4,830 , and placed $ 10,859 of assets with an annuity provider, based on the elections of the participants. Additionally, excess cash of $ 6,100 was transferred to the Company, a portion of which was transferred directly to a qualified replacement plan. In 2025, the Company recognized a gain on the termination of the Plan of $ 2,181 , net of excise taxes, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS Issued but not yet effective accounting pronouncements In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity's operations, tax risks, tax planning and operational opportunities affect its tax rate and future cash flows. The standard requires significant additional disclosures focused on income taxes paid and the rate reconciliation table. Specifically, the amendments in the standard require the Company to disclose disaggregated: (1) income taxes paid by federal, state, and foreign, (2) continuing operations pre-tax income between domestic and foreign, and (3) continuing operations income tax expense by federal, state and foreign. The standard also requires the Company to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This standard is effective for the Company beginning with our fiscal year 2026 annual reporting period, and can be applied prospectively or retrospectively. While the Company is currently evaluating the guidance to determine the impact it may have on its condensed consolidated financial statements, the Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations, or cash flows. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The amendments in this update require disclosures and further disaggregation, in the notes to financial statements, of specified information regarding certain costs and expenses. The required disclosures include the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas producing activities included in each relevant expense caption. Additionally, further disclosures are required for certain amounts already required to be disclosed under current GAAP, a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and the total amount of selling expenses, and on an annual basis, the definition of selling expenses. The ASU is effective for the Company beginning with the Company's fiscal year 2028 and interim reporting periods beginning with the Company's 2029 fiscal year. Implementation of this standard may be applied prospectively or retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its condensed consolidated financial statements. In December 2025, the FASB issued guidance, ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements . The ASU clarifies interim reporting disclosure requirements by introducing a principle that entities disclose material events and changes since the most recent annual reporting period and by consolidating existing interim disclosure guidance. ASU 2025-11 is effective for interim periods beginning after December 15, 2027, with early adoption permitted. For the Company, the ASU will be effective for the interim period ending March 31, 2028. 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. 21 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 16 – DISCONTINUED OPERATIONS 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 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 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. 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 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 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. The U.K. 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. In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component of an entity meets the held for sale criteria or is disposed of other than by sale. In the period in which the component meets the discontinued operations criteria, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations except as noted above for certain U.K. assets and liabilities not held for sale. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations. The following amounts related to AMES have been segregated from Griffon's continuing operations and are reported as discontinued operations: 22 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) For the Three Months Ended June 30, For the Nine Months Ended June 30, 2026 2025 2026 2025 Revenue $ 145,956 $ 163,936 $ 547,133 $ 537,915 Cost of goods and services 102,047 117,530 398,620 384,756 Gross profit 43,909 46,406 148,513 153,159 Selling, general and administrative expenses 47,396 40,354 153,660 129,075 Income (loss) from discontinued operations ( 3,487 ) 6,052 ( 5,147 ) 24,084 Other income (expense): Gain on sale of real estate — 122 — 8,279 Interest income, net 357 410 507 1,063 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 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 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 . Non-cash asset impairment charges of $ 19,867 related to intangible asset impairments of $ 6,609 , and inventory and fixed asset write-down charges of $ 5,925 and $ 7,333 , respectively, that have no recoverable value. 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. 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. 23 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) For the 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. 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: At June 30, At September 30, 2026 2025 CURRENT ASSETS Cash and equivalents $ — $ — Accounts receivable, net 44,454 93,850 Inventories 56,317 269,025 Prepaid and other current assets 1,804 12,282 PROPERTY, PLANT AND EQUIPMENT, net 29,981 103,187 OPERATING LEASE RIGHT-OF-USE ASSETS 12,930 114,788 GOODWILL 1,664 1,664 INTANGIBLE ASSETS, net 24,316 124,159 OTHER ASSETS — 16,861 Total Assets of discontinued operations held for sale $ 171,466 $ 735,816 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ — $ 70 Accounts payable 20,015 79,822 Accrued liabilities 20,663 42,034 Current portion of operating lease liabilities 4,735 16,834 LONG-TERM DEBT, net — 110 LONG-TERM OPERATING LEASE LIABILITIES 6,801 106,750 OTHER LIABILITIES 1,600 4,770 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. 24 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 17 – OTHER INCOME (EXPENSE) 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 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. NOTE 18 – WARRANTY LIABILITY The Company offers warranties against product defects for periods generally ranging from one to ten years , with limited lifetime warranties on certain door and fan models. Typical warranties require the Company to repair or replace the defective products during the warranty period at no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty costs, estimated based on historical experience, and periodically assesses its warranty obligations and adjusts the liability as necessary. Warranty costs expected to be incurred in the next 12 months are classified in accrued liabilities. Warranty costs expected to be incurred beyond one year are classified in other long-term liabilities. The short-term warranty liability was $ 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 Balance, beginning of period $ 6,542 $ 6,016 $ 5,694 $ 5,524 Warranties issued and changes in estimated pre-existing warranties 3,345 2,658 10,237 9,134 Actual warranty costs incurred ( 2,643 ) ( 2,984 ) ( 8,687 ) ( 8,968 ) Balance, end of period $ 7,244 $ 5,690 $ 7,244 $ 5,690 25 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) NOTE 19 – OTHER COMPREHENSIVE INCOME (LOSS) The amounts recognized in other comprehensive income (loss) were as follows: For the Three Months Ended June 30, 2026 2025 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 1,546 $ — $ 1,546 $ 12,244 $ — $ 12,244 Pension and other defined benefit plans 2,244 ( 471 ) 1,773 1,136 ( 239 ) 897 Cash flow hedges 1,708 ( 512 ) 1,196 ( 993 ) 298 ( 695 ) Total other comprehensive income (loss) 5,498 ( 983 ) 4,515 12,387 59 12,446 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, 2026 2025 Pre-tax Tax Net of tax Pre-tax Tax Net of tax Foreign currency translation adjustments $ 6,167 $ — $ 6,167 $ ( 4,804 ) $ — $ ( 4,804 ) Pension and other defined benefit plans 7,124 ( 1,496 ) 5,628 1,890 ( 397 ) 1,493 Cash flow hedges ( 792 ) 238 ( 554 ) 678 ( 203 ) 475 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 June 30, 2026 At September 30, 2025 Foreign currency translation adjustments $ ( 19,158 ) $ ( 45,155 ) Pension and other defined benefit plans ( 5,440 ) ( 27,488 ) Cash flow hedges 168 723 Total $ ( 24,430 ) $ ( 71,920 ) 26 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, Gain (Loss) 2026 2025 2026 2025 Pension amortization $ ( 1,781 ) $ ( 95 ) $ ( 5,345 ) $ ( 285 ) Cash flow hedges 159 ( 295 ) 481 ( 903 ) Total gain (loss) before tax $ ( 1,622 ) $ ( 390 ) $ ( 4,864 ) $ ( 1,188 ) Tax benefit 341 82 1,021 249 Net of tax $ ( 1,281 ) $ ( 308 ) $ ( 3,843 ) $ ( 939 ) NOTE 20 — LEASES The Company recognizes right-of-use ("ROU") assets and lease liabilities on the balance sheet, with the exception of leases with a term of twelve months or less. The Company determines if an arrangement is a lease at inception. The ROU assets and short and long-term liabilities associated with our Operating leases are shown as separate line items on our Condensed Consolidated Balance Sheets. Finance leases are included in property, plant, and equipment, net, and the related finance lease obligations are presented within debt on our Condensed Consolidated Balance Sheets. The Company's finance leases are immaterial. ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments primarily include rent and insurance costs (lease components). The Company's leases also include non-lease components such as real estate taxes and common-area maintenance costs. The Company elected the practical expedient to account for lease and non-lease components as a single component. In certain of the Company's leases, the non-lease components are variable and in accordance with the standard are therefore excluded from lease payments to determine the ROU asset. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Our determination of the lease term may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases, the ROU asset is included in property, plant and equipment, net and is depreciated on a straight-line basis over the remaining lease term, along with recognition of interest expense associated with accretion of the lease liability. For leases with a lease term of 12 months or less (a "Short-term" lease), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the Condensed Consolidated Balance Sheets. Variable lease costs are recognized as incurred. Components of operating lease costs are as follows: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2026 2025 2026 2025 Fixed $ 5,469 $ 5,460 $ 15,666 $ 16,154 Variable (a), (b) 2,511 1,815 6,019 5,625 Short-term (b) 287 267 1,190 804 Total $ 8,267 $ 7,542 $ 22,875 $ 22,583 ________________ (a) Primarily relates to common-area maintenance and property taxes. (b) Not recorded on the balance sheet. 27 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) Supplemental cash flow information was as follows: For the Nine Months Ended June 30, 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14,923 $ 13,723 Financing cash flows from finance leases 19 18 Total $ 14,942 $ 13,741 Right of use assets obtained in exchange for new lease obligations: Operating leases $ 25,856 $ 15,490 Finance leases — — Total $ 25,856 $ 15,490 Supplemental Condensed Consolidated Balance Sheet information related to leases was as follows: June 30, 2026 September 30, 2025 Operating Leases: Right of use assets: Operating right-of-use assets $ 65,335 $ 53,041 Lease Liabilities: Current portion of operating lease liabilities $ 16,834 $ 15,473 Long-term operating lease liabilities 52,523 40,453 Total operating lease liabilities $ 69,357 $ 55,926 Finance Leases: Property, plant and equipment, net (1) $ 10 $ 181 Lease Liabilities: Notes payable and current portion of long-term debt $ 11 $ 33 Long-term debt, net — 3 Total financing lease liabilities $ 11 $ 36 (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. 28 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2026 are as follows: Operating Leases Finance Leases 2026 (a) $ 5,346 $ 7 2027 19,650 4 2028 15,762 — 2029 12,625 — 2030 9,723 — 2031 4,881 — Thereafter 14,027 — Total lease payments $ 82,014 $ 11 Less: imputed interest ( 12,657 ) — Present value of lease liabilities $ 69,357 $ 11 (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): Operating Leases 5.41 Finance Leases 0.42 Weighted-average discount rate: Operating Leases 6.02 % Finance Leases 7.29 % NOTE 21 — COMMITMENTS AND CONTINGENCIES Legal and environmental 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. (“ISCP”), a wholly-owned subsidiary of Griffon, for approximately three years . ISCP sold the Peekskill Site in December 1982. Based upon studies conducted by ISCP and the New York Department of Environmental Conservation, soils and groundwater beneath the Peekskill Site contain chlorinated solvents and metals. Stream sediments downgradient from the Peekskill Site also contain metals. On May 15, 2019 the United States Environmental Protection Agency ("EPA") added the Peekskill Site to the National Priorities List under CERCLA and has since reached agreement with Lightron and ISCP pursuant to which Lightron and ISCP will perform a Remedial Investigation/Feasibility Study (“RI/FS”). Performance of the RI/FS is expected to be completed in 2027. 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 or at the Trenton site. With respect to the Peeksill Site, Lightron and ISCP are 29 GRIFFON CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (US dollars and non US currencies in thousands, except per share data) (Unaudited) 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 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 investigate the extent to which PCBs existed beneath the building itself nor determine whether off-site areas had been impacted. Hunter vacated the site approximately twenty years ago, and the on-site buildings have now been demolished. The State of Tennessee Department of Environment and Conservation (“TDEC”) identified the Memphis site as being potentially contaminated, raising the possibility that site operations could have resulted in soil and groundwater contamination involving volatile organic compounds and metals. In 2021, the TDEC performed a preliminary assessment of the site and recommended to the EPA that it include the site on the National Priorities List established under CERCLA. The TDEC further recommended that the EPA fund an investigation of potential soil gas contamination in receptors near the site. The TDEC has also indicated that it will proceed with this investigation if the EPA does not act. Since 2021, there has been no further action by the EPA or TDEC relating to the Memphis site. It is unknown whether the EPA will add the Memphis Site to the National Priorities List, whether a site investigation will reveal contamination and, if there is contamination, the extent of any such contamination. However, given that certain PCB work was not completed in the past and the TDEC’s stated intent for the EPA to perform an investigation (and the statement by the TDEC that it will perform the investigation if the EPA will not), liability is probable in this matter. There are other potentially responsible parties for this site, including a former owner of Hunter; Hunter has notified such former owner of this matter. If the EPA decides to add this site to the National Priorities List, a Remedial Investigation/Feasibility Study (“RI/FS”) will be required. Hunter expects that the EPA will ask it to perform this work. If Hunter does not reach an agreement with the EPA to perform this work, the EPA will implement the RI/FS on its own. Should the EPA implement the RI/FS or perform further studies and/or subsequently remediate the site without first reaching an agreement with one or more relevant parties, the EPA would likely seek reimbursement from such parties, including Hunter, for the costs incurred. General legal Griffon is subject to various laws and regulations relating to the protection of the environment and is a party to legal proceedings arising in the ordinary course of business. Management believes, based on facts presently known to it, that the resolution of the matters above and such other matters will not have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash flows. 30 (Unless otherwise indicated, US Dollars and non-US currencies are in thousands, except per share data)