Item 5. Other Information
Item 5 Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 2026, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c), as amended or any “non-Rule 10b5-1 trading arrangement.”
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Item 6 Exhibits
2.1 Amended a nd Restated Master Transaction Agreement, dated as of June 7, 2026, among Griffon AMES HoldCo LLC, VNPI Global Investments and Services, S.L., Bel lota Holding AG, Merv Hold Co LLC, Merv MidCo LLC, Merv FinCo LLC, and Ne w Ames Equity Sub LLC ( Exhibit 2.1 to Current Report to Form 8-K dated June 7, 2026) .
2.2 Share Sale Agreement, dated as of June 8 , 2026, by and between Griffon AMES HoldCo LLC and HupCo Par entCo Pty Ltd ACN 698 725 816 (Exhibit 2.2 to Current Report to Form 8-K dated June 7, 2 026) .
10.1 Second Lien Tranche A Credit Agreement, dated as of June 9, 2026, by and among Merv FinCo LLC, as borrower, Merv MidCo LLC, as holdings, the direct and indirect subsidiaries of Merv Finco LLC from time to time party thereto, as guarantors, the financial institutions from time to time party thereto, as lenders, and UMB Bank, N.A. , as administrative agent (Exhibit 99.1 to Current Report on Form 8-K filed June 11, 2026).
10.2 Second Lien Tranche B Credit Agreement, dated as of June 9, 2026, by and among Merv FinCo LLC, as borrower, Merv MidCo LLC, as holdings, the direct and indirect subsidiaries of Merv Finco LLC from time to time party thereto, as guarantors, the financial institutions from time to time party thereto, as lenders, and UMB Bank, N.A., as administrative agent (Exhibit 99.2 to Current Report on Form 8-K filed June 11, 2026).
31.1*
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*
Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Document
101.DEF*
XBRL Taxonomy Extension Definitions Document
101.LAB*
XBRL Taxonomy Extension Labels Document
101.PRE*
XBRL Taxonomy Extension Presentations Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed Herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GRIFFON CORPORATION
/s/ Brian G. Harris
Brian G. Harris
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ W. Christopher Durborow
W. Christopher Durborow
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Date: August 5, 2026
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.