GFF 10-Q Quarterly Report June 30, 2025

GRIFFON CORP

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gff-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-06620

GRIFFON CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			11-1893410
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

712 Fifth Ave, 18th Floor	New York	New York	10019
(Address of principal executive offices)			(Zip Code)

( 212 ) 957-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.25 par value

GFF

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares of common stock outstanding at July 31, 2025 was 46,558,649 .

Griffon Corporation and Subsidiaries

Contents


			Page
PART I - FINANCIAL INFORMATION

Item 1 – Financial Statements

Condensed Consolidated Balance Sheets at June 3 0 , 2025 (unaudited) and September 30, 2024			1

Condensed Consolidated Statement of Shareholders’ Equity for the Three and Nine Months Ended June 3 0 , 2025 and 2024 (unaudited)			2

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended June 3 0 , 2025 and 2024 (unaudited)			4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 3 0 , 2025 and 2024 (unaudited)			5

Notes to Condensed Consolidated Financial Statements (unaudited)			6

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			32

Item 3 - Quantitative and Qualitative Disclosures about Market Risk			45

Item 4 - Controls & Procedures			46

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings			46

Item 1A – Risk Factors			46

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			47

Item 3 – Defaults Upon Senior Securities			47

Item 4 – Mine Safety Disclosures			47

Item 5 – Other Information			48

Item 6 – Exhibits			48

Signatures			50

Table of Contents

Part I – Financial Information

Item 1 – Financial Statements

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)


	(Unaudited)
	June 30, 2025		September 30, 2024
CURRENT ASSETS
Cash and equivalents	$	107,279	$	114,438
Accounts receivable, net of allowances of $ 11,485 and $ 10,986	271,632		312,765

Inventories	445,913		425,489
Prepaid and other current assets	80,876		61,604
Assets held for sale	5,289		14,532
Assets of discontinued operations	1,303		648
Total Current Assets	912,292		929,476
PROPERTY, PLANT AND EQUIPMENT, net	292,385		288,297
OPERATING LEASE RIGHT-OF-USE ASSETS	162,819		171,211
GOODWILL	192,917		329,393
INTANGIBLE ASSETS, net	493,843		618,782
OTHER ASSETS	28,352		30,378
ASSETS OF DISCONTINUED OPERATIONS	4,712		3,417
Total Assets	$	2,087,320	$	2,370,954

CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	8,123	$	8,155
Accounts payable	130,773		119,354
Accrued liabilities	162,523		181,918
Current portion of operating lease liabilities	31,997		35,065

Liabilities of discontinued operations	4,545		4,498
Total Current Liabilities	337,961		348,990
LONG-TERM DEBT, net	1,442,855		1,515,897
LONG-TERM OPERATING LEASE LIABILITIES	142,213		147,369
OTHER LIABILITIES	95,901		130,540
LIABILITIES OF DISCONTINUED OPERATIONS	4,490		3,270
Total Liabilities	2,023,420		2,146,066
COMMITMENTS AND CONTINGENCIES - See Note 22
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity	63,900		224,888
Total Liabilities and Shareholders’ Equity	$	2,087,320	$	2,370,954

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

Table of Contents

GRIFFON CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Nine Months Ended June 30, 2025

(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 including excise taxes	—	—		—		—		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 including excise taxes	—	—		537		—		—	104		—		—		641
Stock-based compensation	—	—		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 including excise taxes	—	—		—		—		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	—	—		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	—	—		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

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

Table of Contents

GRIFFON CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three and Nine Months Ended June 30, 2024

(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, 2023	84,746	$	21,187	$	662,680	$	281,516	31,684	$	( 577,686 )	$	( 70,010 )	$	( 2,443 )	$	315,244
Net income	—	—		—		42,177		—	—		—		—		42,177
Dividend	—	—		—		( 7,825 )		—	—		—		—		( 7,825 )
Shares withheld on employee taxes on vested equity awards including excise taxes	—	—		—		—		221	( 11,604 )		—		—		( 11,604 )
Amortization of deferred compensation	—	—		—		—		—	—		—		520		520
Common stock acquired including excise taxes	—	—		—		—		1,634	( 70,543 )		—		—		( 70,543 )
Equity awards granted, net	—	—		( 3,383 )		—		( 180 )	3,383		—		—		—
ESOP allocation of common stock	—	—		1,550		—		—	—		—		—		1,550
Stock-based compensation	—	—		5,028		—		—	—		—		—		5,028
Other comprehensive income, net of tax	—	—		—		—		—	—		10,475		—		10,475
Balance at December 31, 2023	84,746	$	21,187	$	665,875	$	315,868	33,359	$	( 656,450 )	$	( 59,535 )	$	( 1,923 )	$	285,022
Net income	—	—		—		64,143		—	—		—		—		64,143
Dividend	—	—		—		( 7,289 )		—	—		—		—		( 7,289 )
Shares withheld on employee taxes on vested equity awards including excise taxes	—	—		—		—		375	( 22,722 )		—		—		( 22,722 )
Amortization of deferred compensation	—	—		—		—		—	—		—		586		586
Common stock acquired including excise taxes	—	—		—		—		1,803	( 118,964 )		—		—		( 118,964 )
Equity awards granted, net	—	—		( 9,492 )		—		( 428 )	9,492		—		—		—
ESOP allocation of common stock	—	—		2,457		—		—	—		—		—		2,457
Stock-based compensation	—	—		3,849		—		—	—		—		—		3,849

Other comprehensive income, net of tax	—	—		—		—		—	—		( 4,896 )		—		( 4,896 )
Balance at March 31, 2024	84,746	$	21,187	$	662,689	$	372,722	35,109	$	( 788,644 )	$	( 64,431 )	$	( 1,337 )	$	202,186
Net income	—	—		—		41,086		—	—		—		—		41,086

Dividend	—	—		—		( 7,458 )		—	—		—		—		( 7,458 )

Amortization of deferred compensation	—	—		—		—		—	—		—		553		553

Common stock acquired including excise taxes	—	—		—		—		284	( 19,294 )		—		—		( 19,294 )




ESOP allocation of common stock including excise taxes	—	—		2,451		—		—	509		—		—		2,960
Stock-based compensation	—	—		4,699		—		—	—		—		—		4,699

Other comprehensive income, net of tax	—	—		—		—		—	—		( 1,222 )		—		( 1,222 )
Balance at June 30, 2024	84,746	$	21,187	$	669,839	$	406,350	35,393	$	( 807,429 )	$	( 65,653 )	$	( 784 )	$	223,510

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

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,
	2025		2024		2025		2024
Revenue	$	613,627	$	647,814	$	1,857,744	$	1,963,847
Cost of goods and services	348,379		398,665		1,076,009		1,207,392
Gross profit	265,248		249,149		781,735		756,455

Selling, general and administrative expenses	147,637		159,810		450,865		469,830
Goodwill and intangible asset impairments	243,612		—		243,612		—
Total operating expenses	391,249		159,810		694,477		469,830

Income (loss) from operations	( 126,001 )		89,339		87,258		286,625

Other income (expense)
Interest expense	( 24,137 )		( 27,024 )		( 72,954 )		( 78,472 )
Interest income	569		769		1,683		1,830
Gain (loss) on sale of real estate	122		( 725 )		8,279		( 167 )
Loss from debt extinguishment	—		( 1,700 )		—		( 1,700 )
Other, net	247		350		2,591		1,608
Total other expense, net	( 23,199 )		( 28,330 )		( 60,401 )		( 76,901 )

Income (loss) before taxes	( 149,200 )		61,009		26,857		209,724
Provision (benefit) for income taxes	( 29,061 )		19,923		19,383		62,318






Net income (loss)	$	( 120,139 )	$	41,086	$	7,474	$	147,406




Basic earnings (loss) per common share	$	( 2.65 )	$	0.87	$	0.16	$	3.08

Basic weighted-average shares outstanding	45,320		47,034		45,505		47,921




Diluted earnings (loss) per common share	$	( 2.65 )	$	0.84	$	0.16	$	2.94

Diluted weighted-average shares outstanding	45,320		48,851		46,911		50,085

Dividends paid per common share	$	0.18	$	0.15	$	0.54	$	0.45

Net income (loss)	$	( 120,139 )	$	41,086	$	7,474	$	147,406
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments	12,244		( 827 )		( 4,804 )		2,212
Pension and other post retirement plans	897		532		1,493		1,595
Change in cash flow hedges	( 695 )		( 927 )		475		550

Total other comprehensive income (loss), net of taxes	12,446		( 1,222 )		( 2,836 )		4,357
Comprehensive income (loss), net	$	( 107,693 )	$	39,864	$	4,638	$	151,763

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

Table of Contents

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine Months Ended June 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,474	$	147,406

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	47,086		45,150
Stock-based compensation	17,861		19,726
Goodwill and intangible asset impairments	243,612		—
Asset impairment charges - restructuring	—		22,979
Provision for losses on accounts receivable	731		874
Amortization of debt discounts and issuance costs	3,124		3,169
Loss from debt extinguishment	—		1,700

Deferred income tax benefit	( 25,000 )		—
Loss (gain) on sale of assets and investments	16		( 1,448 )
Gain on sale of real estate	( 8,279 )		—
Change in assets and liabilities:
(Increase) decrease in accounts receivable	38,311		( 6,051 )
(Increase) decrease in inventories	( 22,606 )		55,939
(Increase) decrease in prepaid and other assets	2,230		( 3,351 )
Increase (decrease) in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities	( 23,342 )		19,454
Other changes, net	1,263		2,391
Net cash provided by operating activities	282,481		307,938
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	( 39,867 )		( 47,849 )




Proceeds from the sale of property, plant and equipment	17,895		13,572

Net cash used in investing activities	( 21,972 )		( 34,277 )
CASH FLOWS FROM FINANCING ACTIVITIES:

Dividends paid	( 31,622 )		( 28,770 )
Purchase of shares for treasury	( 161,709 )		( 241,501 )
Proceeds from long-term debt	63,000		179,500
Payments of long-term debt	( 139,117 )		( 146,727 )


Financing costs	—		( 907 )


Other, net	( 90 )		( 307 )
Net cash used in financing activities	( 269,538 )		( 238,712 )
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities	( 820 )		( 3,707 )
Net cash provided by investing activities	137		—

Net cash used in discontinued operations	( 683 )		( 3,707 )
Effect of exchange rate changes on cash and equivalents	2,553		( 679 )
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS	( 7,159 )		30,563
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	114,438		102,889
CASH AND EQUIVALENTS AT END OF PERIOD	$	107,279	$	133,452
Supplemental Disclosure of Non-Cash Flow Information:
Capital expenditures in accounts payable	$	5,329	$	268

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

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 diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities, as well as divestitures. As long-term investors, we intend to continue to grow and strengthen our existing businesses, and to diversify further through investments in our businesses and acquisitions.

The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF).

Griffon conducts its operations through two reportable segments:

• Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America 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 Cornell and Cookson brands.

• Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.

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, 2024, 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, 2024 was derived from the audited financial statements included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2024.

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

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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.

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, 2025, the fair values of Griffon’s 2028 Senior Notes and Term Loan B facility approximated $ 971,120 and $ 451,564 , respectively. Fair values were based upon quoted market prices (level 1 inputs).

Insurance contracts with values of $ 4,959 at June 30, 2025 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.

Items Measured at Fair Value on a Recurring Basis

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, 2025, 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, 2025, Griffon had $ 38,000 of Australian Dollar contracts at a weighted average rate of $ 1.51 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 (loss) ("AOCI") and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in Cost of goods and services ("COGS"). AOCI included deferred gains of $ 446 ($ 312 , net of tax) at June 30, 2025. Upon settlement, gains of $ 758 and $ 3,023 were recorded in COGS during the three and nine months ended June 30, 2025. All contracts expire in 30 to 148 days.

At June 30, 2025, Griffon had $ 19,000 of Chinese Yuan contracts at a weighted average rate of $ 7.10 which qualified for hedge accounting (level 2 inputs). These hedges were all deemed effective as cash flow hedges with gains and losses related to changes in fair value deferred and recorded in AOCI and Prepaid and other current assets, or Accrued liabilities, until settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Income (Loss) in COGS. AOCI included deferred gains of $ 16 ($ 12 , net of tax) at June 30, 2025. Upon settlement, losses of $ 295 and $ 903 were recorded in COGS during the three and nine months ended June 30, 2025, respectively. All contracts expire in 3 to 304 days.

At June 30, 2025, Griffon had $ 8,565 of Canadian Dollar contracts at a weighted average rate of $ 1.37 . The contracts, which protect Canadian operations from currency fluctuations for U.S. Dollar based purchases, do not qualify for hedge accounting. For the three and nine months ended June 30, 2025, fair value losses of $ 436 and $ 247 were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs). Realized gains of $ 14 and $ 148 were recorded in Other income during the three and nine months ended June 30, 2025 for all settled contracts. All contracts expire in 30 to 420 days.

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, 2024. See Note 13 - Reportable Segments for revenue from contracts with customers disaggregated by end markets, segments and geographic location.

NOTE 4 – ACQUISITIONS

Griffon continually evaluates potential acquisitions that either strategically fit within its portfolio or expand its portfolio into new product lines or adjacent markets. Griffon has completed a number of acquisitions that have been accounted for as business combinations, in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition and have resulted in the recognition of goodwill. The operating results of business acquisitions are included in Griffon’s consolidated financial statements from the date of acquisition.

On July 1, 2024, Griffon announced that its subsidiary, The AMES Companies, Inc., ("AMES") expanded the scope of its Australian operations by acquiring substantially all of the assets of Pope, a leading Australian provider of residential watering products, from the Toro Company (NYSE:TTC) for a purchase price of approximately AUD 21,800 (approximately $ 14,500 ) in cash. The purchase price was finalized and allocated to acquired intangibles, net of deferred taxes, of AUD 2,940 (approximately $ 1,960 ) and goodwill of AUD 2,640 (approximately $ 1,758 ), which was assigned to the CPP segment and is not deductible for income tax purposes. The purchase price was also allocated to inventory of AUD 16,132 (approximately $ 10,752 ), property, plant and equipment, net of AUD 1,289 (approximately $ 859 ) and accrued liabilities of AUD 1,194 (approximately $ 795 ).

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 – 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, 2025		At September 30, 2024
Raw materials and supplies	$	91,659	$	92,366
Work in process	13,581		13,923
Finished goods	340,673		319,200
Total	$	445,913	$	425,489

In connection with the Company's restructuring activities described in Note 17 - Restructuring Charges, during the nine months ended June 30, 2024, CPP recorded inventory impairment charges of $ 22,979 to adjust inventory to its net realizable value. There were no impairment charges recorded during the nine months ended June 30, 2025.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

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


	At June 30, 2025		At September 30, 2024
Land, building and building improvements	$	156,690	$	153,076
Machinery and equipment (1)	496,265		472,030
Leasehold improvements	37,813		37,833
	690,768		662,939
Accumulated depreciation	( 398,383 )		( 374,642 )
Total	$	292,385	$	288,297

(1) Machinery and Equipment includes approximately $ 35,012 and $ 36,443 of construction in progress assets as of June 30, 2025 and September 30, 2024, respectively.

Depreciation and amortization expense for property, plant and equipment was $ 9,974 and $ 9,389 for the quarters ended June 30, 2025 and 2024, respectively, and $ 29,682 and $ 28,155 for the nine months ended June 30, 2025 and 2024, respectively. Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses was $ 4,253 and $ 4,124 for the quarters ended June 30, 2025 and 2024, respectively and $ 12,675 and $ 12,218 for the nine months ended June 30, 2025 and 2024, respectively. Remaining components of depreciation and amortization, attributable to manufacturing operations, are included in Cost of goods and services.

In connection with the expansion of CPP's U.S. global sourcing strategy announced on May 3, 2023, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale, and the net book value of these properties as of June 30, 2025 and September 30, 2024 totaled $ 5,289 and $ 14,532 , respectively.

During the quarter ended June 30, 2025, in connection with the goodwill and intangible indefinite-lived asset impairment event described in Note 8, the Company also evaluated property, plant and equipment assets for potential impairment. The review did not result in any impairment charges to property, plant and equipment.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 7 – 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 allowances for discounts, credit losses and returns. 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 allowances represent estimated uncollectible receivables associated with potential customer defaults on contractual obligations (usually due to customers’ potential insolvency), discounts related to early payment of accounts receivables by customers and estimates for returns. The allowance for credit losses includes amounts for certain customers in which 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. Allowance for discounts and returns are recorded as a reduction of revenue and the provision related to the allowance for credit losses is recorded in SG&A expenses.

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 across all segments, 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 credit losses and the amount of its allowances for bad debts 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 doubtful accounts, including provisions for expected credit losses that is deducted from gross accounts receivable to present the net amount expected to be collected:


	Nine months ended June 30,
	2025		2024
Beginning Balance, October 1	$	10,986	$	11,264

Provision for expected credit losses	731		874
Amounts written off charged against the allowance	( 569 )		( 1,155 )
Other, primarily foreign currency translation	337		26
Ending Balance, June 30	$	11,485	$	11,009

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

For the quarter ended June 30, 2025, indicators of goodwill impairment were present for the Hunter Fan reporting unit within the CPP reportable segment, driven by a decrease in year-to-date and forecasted sales and operating results primarily due to ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns. 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 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. Indicators of impairment were not present for the HBP reportable segment or the AMES reporting unit in the CPP reportable segment during the quarter and nine months ended June 30, 2025. The following table provides a summary of the carrying value of goodwill by segment as of June 30, 2025 and September 30, 2024, as follows:


	At September 30, 2024		Impairment Charges		Goodwill from acquisitions (2)		Foreign currency translation adjustments		At June 30, 2025
Home and Building Products	$	191,253	$	—	$	—	$	—	$	191,253

AMES	1,528		—		230		( 94 )		1,664
Hunter Fan (1)	136,612		( 136,612 )		—		—		—
Consumer and Professional Products	138,140		( 136,612 )		230		( 94 )		1,664
Total	$	329,393	$	( 136,612 )	$	230	$	( 94 )	$	192,917

(1) Accumulated impairment charges at June 30, 2025 and September 30, 2024 were $ 250,612 and $ 114,000 , respectively.

(2) The increase is due to final purchase price allocation adjustments recorded during the nine months ended June 30, 2025 related to the 2024 Pope acquisition.

In connection with the preparation of our financial statements for the quarter ended June 30, 2025, indicators of impairment were present for our Hunter Fan indefinite-lived intangible asset as discussed above. As such, 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 the 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. There were no other indicators of impairment for the Company's remaining indefinite-lived intangible assets. The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets:


	At June 30, 2025					At September 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Average Life (Years)	Gross Carrying Amount		Accumulated Amortization
Customer relationships & other	$	449,846	$	147,304	17	$	450,784	$	134,296
Technology and patents	18,111		10,829		10	17,350		6,859
Total amortizable intangible assets	467,957		158,133			468,134		141,155
Trademarks	184,019		—			291,803		—
Total intangible assets	$	651,976	$	158,133		$	759,937	$	141,155

The gross carrying amount of intangible assets was impacted by $ 962 related to unfavorable foreign currency translation.

Amortization expense for intangible assets was $ 5,848 and $ 5,858 for the quarters ended June 30, 2025 and 2024, respectively, and $ 17,404 and $ 16,995 for the nine months ended June 30, 2025 and 2024, respectively. Amortization expense for the remainder of 2025 and the next five fiscal years and thereafter, based on current intangible balances and classifications, is estimated as follows: remaining in 2025 - $ 5,305 ; 2026 - $ 22,708 ; 2027 - $ 22,107 ; 2028 - $ 22,107 ; 2029 - $ 22,107 ; 2030 - $ 22,107 ; thereafter $ 193,383 .

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, 2025, the Company recognized a tax benefit of $ 29,061 on a loss before taxes of $ 149,200 , compared to a tax provision of $ 19,923 on income before taxes of $ 61,009 in the prior year quarter. The current year quarter results included goodwill and intangible asset impairments of $ 243,612 ($ 217,154 , net of tax); strategic review costs - retention and other of $ 1,033 ($ 773 , net of tax); gain on sale of real estate of $ 122 ($ 90 , net of tax); and discrete and certain other tax benefits, net, that affect comparability of $ 28,451 . The prior year quarter results included restructuring charges of $ 18,688 ($ 13,991 , net of tax); strategic review costs - retention and other of $ 1,870 ($ 1,390 , net of tax); loss on debt extinguishment of $ 1,700 ($ 1,292 , net of tax); loss on sale of real estate of $ 725 ($ 520 , net of tax); and discrete and certain other tax provisions, net, that affect comparability of $ 2,247 . Excluding these items, the effective tax rates for the quarters ended June 30, 2025 and 2024 were 27.4 % and 27.9 %, respectively.

During the nine months ended June 30, 2025, the Company recognized a tax provision of $ 19,383 on income before taxes of $ 26,857 , compared to a tax provision of $ 62,318 on income before taxes of $ 209,724 in the comparable prior year period. 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 $ 3,883 ($ 2,886 , net of tax); gain on sale of real estate of $ 8,279 ($ 6,169 , net of tax); and discrete and other tax benefits, net, that affect comparability of $ 28,626 . The nine month period ended June 30, 2024 included restructuring charges of $ 33,489 ($ 24,973 , net of tax); strategic review - retention and other of $ 9,204 ($ 6,887 , net of tax); loss on debt extinguishment of $ 1,700 ($ 1,292 , net of tax); loss on sale of real estate of $ 167 ($ 105 , net of tax); and discrete and certain other tax provisions, net, that affect comparability of $ 2,640 . Excluding these items, the effective tax rates for the nine months ended June 30, 2025 and 2024 were 27.6 % and 27.9 %, respectively.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant tax related provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in the Company's fiscal year 2025 and others implemented through 2027. The Company is currently evaluating the OBBBA and does not expect a material impact on its financial position or results of operations.

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, 2025 and September 30, 2024 consisted of the following:


		At June 30, 2025										At September 30, 2024
		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	$	133	( 5,386 )		$	969,522	5.75	%		$	974,775	$	169	$	( 6,900 )	$	968,044	5.75	%
Term Loan B due 2029	(b)	451,000		( 495 )		( 4,482 )		446,023		Variable			457,000		( 599 )		( 5,420 )		450,981		Variable
Revolver due 2028	(b)	37,500		—		( 2,300 )		35,200		Variable			107,500		—		( 2,859 )		104,641		Variable

Non US lines of credit	(c)	—		—		( 61 )		( 61 )		Variable			—		—		( 2 )		( 2 )		Variable

Other long term debt	(d)	294		—		—		294		Variable			410		—		( 22 )		388		Variable
Totals		1,463,569		( 362 )		( 12,229 )		1,450,978					1,539,685		( 430 )		( 15,203 )		1,524,052
less: Current portion		( 8,123 )		—		—		( 8,123 )					( 8,155 )		—		—		( 8,155 )
Long-term debt		$	1,455,446	$	( 362 )	$	( 12,229 )	$	1,442,855				$	1,531,530	$	( 430 )	$	( 15,203 )	$	1,515,897

Interest expense for the three and nine months ended June 30, 2025 and 2024 consists of the following:


		Three Months Ended June 30, 2025										Three Months Ended June 30, 2024
		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	%	$	14,013	$	( 12 )	$	505	$	14,506	6.0	%	$	14,013	$	( 12 )	$	505	$	14,506
Term Loan B due 2029	(b)	6.8	%	7,363		35		313		7,711		8.2	%	9,070		43		331		9,444
Revolver due 2028	(b)	Variable		1,808		—		186		1,994		Variable		3,114		—		186		3,300
Non US lines of credit	(c)	Variable		39		—		27		66		Variable		19		—		3		22

Other long term debt	(d)	Variable		73		—		—		73		Variable		61		—		—		61
Capitalized interest				( 213 )		—		—		( 213 )				( 309 )		—		—		( 309 )
Totals				$	23,083	$	23	$	1,031	$	24,137			$	25,968	$	31	$	1,025	$	27,024

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, 2025										Nine Months Ended June 30, 2024
		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	%	$	42,037	$	( 36 )	$	1,515	$	43,516
Term Loan B due 2029	(b)	7.0	%	22,746		104		938		23,788		8.2	%	27,314		128		992		28,434
Revolver due 2028	(b)	Variable		5,354		—		559		5,913		Variable		6,253		—		559		6,812
Non US lines of credit	(c)	Variable		113		—		44		157		Variable		33		—		11		44
Other long term debt	(d)	Variable		151		—		—		151		Variable		478		—		1		479
Capitalized interest				( 579 )		—		—		( 579 )				( 813 )		—		—		( 813 )
Totals				$	69,830	$	68	$	3,056	$	72,954			$	75,302	$	92	$	3,078	$	78,472

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 “2028 Senior Notes”). Proceeds from the 2028 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 2028 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 2028 Senior Notes in the open market at a weighted average discount of 91.82 % of par, or $ 23,161 . As of June 30, 2025, outstanding 2028 Senior Notes due totaled $ 974,775 ; interest is payable semi-annually on March 1 and September 1.

The 2028 Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. The 2028 Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer. The fair value of the 2028 Senior Notes approximated $ 971,120 on June 30, 2025 based upon quoted market prices (Level 1 inputs). At June 30, 2025, $ 5,386 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. Since that time, Griffon prepaid $ 325,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. As of June 30, 2025, the Term Loan B outstanding balance was $ 451,000 .

On June 26, 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 %. In connection with the amendment, Griffon recognized a $ 1,700 loss on debt extinguishment primarily consisting of the write-off of unamortized debt issuance costs and original issue discount related to portions of the Term Loan B facility that were repaid and then reborrowed from new lenders. At June 30, 2025, $ 4,482 of costs incurred remained to be amortized.

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.25 % ( 6.58 % as of June 30, 2025). 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 $ 451,564 on June 30, 2025 based upon quoted market prices (Level 1 inputs).

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 2028 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 adjusts based on financial performance. Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 2.00 % ( 6.43 % at June 30, 2025) and base rate loans accrue interest at prime rate plus a margin of 1.00 % ( 8.50 % at June 30, 2025).

At June 30, 2025, under the Credit Agreement, there was $ 37,500 in outstanding borrowings on the Revolver; outstanding standby letters of credit were $ 12,990 ; and $ 449,510 was available, subject to certain loan covenants, for borrowing at that date.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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) In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility, which expired in December 2024. In January 2025, Garant entered into a new CAD 20,000 revolving credit facility that matures in January 2026 but is renewable upon mutual agreement with the lender. The new facility accrues interest at Canadian Overnight Repo Rate Average ("CORRA") plus a credit adjustment spread and a margin of 1.2 % ( 4.25 % as of June 30, 2025). At June 30, 2025 there was no balance outstanding under the facility with CAD 20,000 ($ 14,640 as of June 30, 2025) available for borrowing. The facility is secured by substantially all of the assets of Garant. Garant is required to maintain a certain minimum equity and a minimum interest coverage ratio.

During 2023, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 15,000 receivable purchase facility to AUD 30,000 . The receivable purchase facility was renewed as of March 2025 and now matures in March 2026, but is renewable upon mutual agreement with the lender. The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25 % ( 4.86 % at June 30, 2025). At June 30, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($ 19,617 as of June 30, 2025) available for borrowing. The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level.

(d) In February 2024, Griffon repaid in full a loan with the Pennsylvania Industrial Development Authority. The balance in other long-term debt consists primarily of finance leases.

At June 30, 2025, 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, 2025, the Company paid three quarterly cash dividends each for $ 0.18 per share each. During 2024, the Company paid four quarterly cash dividends each for $ 0.15 per share, totaling $ 0.60 per share.

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”) were used to offset ESOP compensation expense. 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.

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, the Company’s U.S. employees who were not members of a collective bargaining agreement and met certain eligibility requirements became participants in the ESOP. During the first quarter ended December 31, 2024 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 December 31, 2024 there were 4,166,038 shares of common stock in the ESOP, all of which were allocated to participant accounts.

On August 5, 2025, the Board of Directors declared a quarterly cash dividend of $ 0.18 per share, payable on September 16, 2025 to shareholders of record as of the close of business on August 29, 2025.

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, 2025, there were 1,889,293 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 maximum number of shares granted, upon achieving certain performance criteria or market conditions, multiplied by the stock price as valued by a Monte Carlo Simulation Model. Compensation cost related to stock-based awards with graded vesting, generally over a period of 3 years, is recognized using the straight-line attribution method and recorded within SG&A expenses.

The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Restricted stock	$	5,968	$	4,699	$	17,861	$	13,576
ESOP 1	—		2,353		—		6,150
Total stock-based compensation	$	5,968	$	7,052	$	17,861	$	19,726

________________________

1. During the nine months ended June 30, 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.

During the first quarter of 2025, Griffon granted 142,911 shares of restricted stock and restricted stock units ("RSUs") to 43 executives and key employees, subject to certain performance conditions, with a vesting period of thirty-six months and a total fair value of $ 9,735 , or a weighted average fair value of $ 68.12 per share. During the first quarter of 2025, Griffon also granted 436,947 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 criteria or market 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 72,827 to a maximum of 436,947 , with the target number of shares being 145,649 . The total estimated fair value of these restricted shares, assuming achievement of the performance conditions at target, is $ 12,372 , or a weighted average fair value of $ 84.95 per share. During the second quarter of 2025, Griffon granted 15,940 shares of restricted stock to non-employee directors of Griffon with a vesting period of one year and a fair value of $ 1,100 , or a weighted average fair value of $ 69.03 per share. During the third quarter of 2025, there were no shares of restricted stock or RSUs granted.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

program or issuer tender offer, or in privately negotiated transactions. Share repurchases during the quarter and nine months ended June 30, 2025 totaled 581,082 shares and 1,611,454 shares of common stock, respectively, for a total of $ 40,257 and $ 113,125 , respectively, or an average of $ 69.28 per share and $ 70.20 per share, respectively. This excludes excise taxes incurred for share repurchases of $ 396 and $ 1,112 , for the quarter and nine months ended June 30, 2025, respectively. As of June 30, 2025, $ 319,568 remains available under Griffon's Board authorized repurchase program.

Share repurchases during the quarter and nine months ended June 30, 2024 totaled 283,479 shares and 3,721,357 shares of common stock, respectively, for a total of $ 19,080 and $ 206,104 , respectively, or an average of $ 67.31 per share and $ 55.38 per share, respectively.

The share repurchases during the nine months ended June 30, 2024 include the repurchase of 1,500,000 shares of common stock, par value $ 0.25 per share, by the Company on February 20, 2024 pursuant to a stock purchase and cooperation agreement executed by the Company and Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P. and four separately managed accounts of which Voss Capital, LLC is the investment manager, in a private transaction. The purchase price per share was $ 65.50 , for an aggregate purchase price of $ 98,250 .

During the nine months ended June 30, 2025, 583,893 shares, with a market value of $ 45,277 , or $ 77.54 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. There were no shares withheld to settle employee taxes due upon vesting of restricted stock during the three months ended June 30, 2025. This excludes excise tax benefits of $ 528 for the nine months ended June 30, 2025.

NOTE 12 – EARNINGS PER SHARE (EPS)

Basic EPS (and diluted EPS in periods when 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,
	2025	2024	2025	2024
Common shares outstanding	46,638	49,354	46,638	49,354
Unallocated ESOP shares	—	( 107 )	—	( 107 )
Non-vested restricted stock	( 1,599 )	( 2,337 )	( 1,599 )	( 2,337 )
Impact of weighted average shares	281	124	466	1,011
Weighted average shares outstanding - basic	45,320	47,034	45,505	47,921
Incremental shares from stock-based compensation	—	1,817	1,406	2,164
Weighted average shares outstanding - diluted	45,320	48,851	46,911	50,085


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

For the quarter and nine month period ended June 30, 2024, shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 13 – REPORTABLE SEGMENTS

Griffon reports its operations through two reportable segments, as follows:

• Home and Building Products ("HBP") conducts its operations through Clopay. Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America 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 Cornell and Cookson brands.

Information on Griffon’s reportable segments is as follows:


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
REVENUE	2025		2024		2025		2024
Home and Building Products	$	400,244	$	394,214	$	1,163,893	$	1,182,067
Consumer and Professional Products	213,383		253,600		693,851		781,780
Total revenue	$	613,627	$	647,814	$	1,857,744	$	1,963,847

Disaggregation of Revenue

Revenue from contracts with customers is disaggregated by end markets, segments and geographic location, as it more accurately depicts the nature and amount of the Company’s revenue. The following table presents revenue disaggregated by end market and segment:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Residential repair and remodel	$	192,942	$	190,874	$	561,936	$	565,944
Commercial	173,120		170,236		502,342		517,969
Residential new construction	34,182		33,104		99,615		98,154
Total Home and Building Products	400,244		394,214		1,163,893		1,182,067
Residential repair and remodel	66,807		92,312		215,404		265,420
Retail	32,194		49,978		131,975		192,767
Residential new construction	14,216		14,998		41,095		42,679
Industrial	21,210		19,534		52,626		50,683
International excluding North America	78,956		76,778		252,751		230,231
Total Consumer and Professional Products	213,383		253,600		693,851		781,780








Total Consolidated Revenue	$	613,627	$	647,814	$	1,857,744	$	1,963,847

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

The following tables present revenue disaggregated by geography based on the location of the Company's customer:



	For the Three Months Ended June 30
	2025						2024
	HBP		CPP		Total			HBP		CPP		Total
United States	$	386,647	$	122,884	$	509,531		$	376,616	$	162,516	$	539,132
Europe	—		17,270		17,270			3		19,342		19,345
Canada	10,975		11,081		22,056			14,741		12,998		27,739
Australia	—		57,212		57,212			—		52,706		52,706
All other countries	2,622		4,936		7,558			2,854		6,038		8,892
Consolidated revenue	$	400,244	$	213,383	$	613,627		$	394,214	$	253,600	$	647,814


	For the Nine Months Ended June 30,
	2025						2024
	HBP		CPP		Total		HBP		CPP		Total
United States	$	1,119,349	$	395,825	$	1,515,174	$	1,131,570	$	496,830	$	1,628,400
Europe	—		34,343		34,343		112		42,940		43,052
Canada	37,128		43,391		80,519		43,922		50,389		94,311
Australia	—		205,583		205,583		—		174,607		174,607
All other countries	7,416		14,709		22,125		6,463		17,014		23,477
Consolidated revenue	$	1,163,893	$	693,851	$	1,857,744	$	1,182,067	$	781,780	$	1,963,847

Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are defined as income (loss) before taxes, excluding interest income and expense, depreciation and amortization, strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable. Segment adjusted EBITDA also excludes unallocated amounts, mainly corporate overhead. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of segment adjusted EBITDA and adjusted EBITDA to income (loss) before taxes:

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,
	2025		2024		2025		2024
Segment adjusted EBITDA:
Home and Building Products	$	128,755	$	118,516	$	365,231	$	372,159
Consumer and Professional Products	19,222		22,263		61,140		47,923



Segment adjusted EBITDA	147,977		140,779		426,371		420,082
Unallocated amounts, excluding depreciation *	( 13,264 )		( 15,285 )		( 41,941 )		( 44,006 )
Adjusted EBITDA	134,713		125,494		384,430		376,076
Net interest expense	( 23,568 )		( 26,255 )		( 71,271 )		( 76,642 )
Depreciation and amortization	( 15,822 )		( 15,247 )		( 47,086 )		( 45,150 )

Loss from debt extinguishment	—		( 1,700 )		—		( 1,700 )
Restructuring charges	—		( 18,688 )		—		( 33,489 )
Gain (loss) on sale of real estate	122		( 725 )		8,279		( 167 )
Strategic review - retention and other	( 1,033 )		( 1,870 )		( 3,883 )		( 9,204 )


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


Income (loss) before taxes	$	( 149,200 )	$	61,009	$	26,857	$	209,724

* Unallocated amounts typically include general corporate expenses not attributable to a reportable segment.


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
DEPRECIATION and AMORTIZATION	2025		2024		2025		2024
Segment:
Home and Building Products	$	4,440	$	3,883	$	13,049	$	11,288
Consumer and Professional Products	11,238		11,225		33,634		33,453



Total segment depreciation and amortization	15,678		15,108		46,683		44,741
Corporate	144		139		403		409
Total consolidated depreciation and amortization	$	15,822	$	15,247	$	47,086	$	45,150

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2025		2024		2025		2024

CAPITAL EXPENDITURES
Segment:
Home and Building Products	$	5,305	$	8,533	$	23,495	$	31,566
Consumer and Professional Products	3,315		5,944		11,777		16,061



Total segment	8,620		14,477		35,272		47,627
Corporate	73		83		4,595		222
Total consolidated capital expenditures	$	8,693	$	14,560	$	39,867	$	47,849

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)


ASSETS	At June 30, 2025		At September 30, 2024
Segment assets:
Home and Building Products	$	764,895	$	737,992
Consumer and Professional Products (1)	1,154,947		1,495,489

Total segment assets	1,919,842		2,233,481
Corporate	161,463		133,408
Total assets	2,081,305		2,366,889

Discontinued operations	6,015		4,065
Consolidated total	$	2,087,320	$	2,370,954

___________________

(1) In connection with the expansion of CPP's global sourcing strategy, certain owned manufacturing locations which ceased operations have met the criteria to be classified as held for sale. The net book value of these properties as of June 30, 2025 and September 30, 2024 totaled $ 5,289 and $ 14,532 , respectively.

NOTE 14 – EMPLOYEE BENEFIT PLANS

Defined benefit pension expense (income) included in Other Income (Expense), net was as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024

Interest cost	$	1,604	$	1,889	$	4,814	$	5,666
Expected return on plan assets	( 2,542 )		( 2,543 )		( 7,625 )		( 7,629 )
Amortization:

Recognized actuarial loss	636		688		1,909		2,066

Net periodic (benefit) expense	$	( 302 )	$	34	$	( 902 )	$	103

The Hunter Fan Pension Plan (the "Plan") was terminated with an effective date of April 30, 2024. This was communicated to Plan participants in February 2024. At the time of termination, the Plan was fully funded and the Company did not anticipate making additional funding contributions as of the benefit distribution dates. During the nine months ended June 30, 2025 the Plan paid lump sum payments in the amount of $ 4,830 to those participants that elected a lump sum distribution. Additionally, the Company selected an insurance company to hold the annuity and provide pension benefits to the plan participants currently receiving benefit payments and those that elected to continue their future benefit with an annuity provider. This decision included a transfer of plan assets valued at $ 10,859 . In July 2025, Griffon completed the termination of the Plan and $ 6,100 of excess cash was transferred to the Company, a portion of which was transferred directly to a qualified replacement plan. Additionally, the Company will recognize a gain on the termination of approximately $ 2,300 , net of excise taxes, in Other Income in the fourth quarter 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

Issued but not yet effective accounting pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. This standard expands disclosures regarding a public entity’s reportable segments and requires additional information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The standard does not change the definition of operating segments. This standard is effective with the Company's fiscal year 2025. The standard should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosure. 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, with retrospective application permitted. The Company is currently evaluating the potential changes to its income tax disclosures and related impact on its financial reporting processes and information technology systems. 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: Disaggregation of Income Statement Expenses. This guidance requires disclosures regarding specific information about certain costs and expenses, including but not limited to, inventory purchases, employee compensation, depreciation, amortization and selling expenses. The guidance is effective for the Company beginning with the Company's fiscal year 2027 and interim reporting periods beginning with our 2028 fiscal year. Implementation of this standard may be applied prospectively or retrospectively. The Company does not expect the adoption of this standard to have a material impact on the Company's financial statements and related disclosures.

NOTE 16 – DISCONTINUED OPERATIONS

At June 30, 2025 and September 30, 2024, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves, and total $ 9,035 and $ 7,768 , respectively. The increase in assets and liabilities was primarily associated with insurance claims receivable and payable. The following amounts summarize the total assets and liabilities which 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, 2025		At September 30, 2024
Assets of discontinued operations:
Prepaid and other current assets	$	1,303	$	648
Other long-term assets	4,712		3,417
Total assets of discontinued operations	$	6,015	$	4,065

Liabilities of discontinued operations:
Accrued liabilities, current	$	4,545	$	4,498
Other long-term liabilities	4,490		3,270
Total liabilities of discontinued operations	$	9,035	$	7,768

There was no reported revenues or costs in the nine months ended June 30, 2025 and 2024 for discontinued operations.

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 – RESTRUCTURING CHARGES

Griffon announced in May 2023 that CPP was expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines for the U.S. market. This initiative was successfully completed as of September 30, 2024, ahead of the previously announced date of December 31, 2024.

As a result of this global sourcing expansion initiative, manufacturing operations have concluded at four manufacturing sites and four wood mills, resulting in a total facility footprint reduction of approximately 1.2 million square feet, or approximately 15 % of CPP's square footage, and a headcount reduction of approximately 600 . The closed locations have met the held for sale criteria and have been classified as such on our Condensed Consolidated Balance Sheets as of June 30, 2025 and September 30, 2024. The net book value of these properties as of June 30, 2025 and September 30, 2024 totaled $ 5,289 and $ 14,532 , respectively.

The adoption of an asset-light business model for these U.S. products has positioned CPP to better serve customers with a more flexible and cost-effective sourcing model that leverages supplier relationships around the world, and improved its competitive positioning.

Implementation of this strategy over the duration of the project resulted in charges of $ 133,777 , which included $ 51,082 of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and $ 82,695 of non-cash charges primarily related to asset write-downs. In addition, there were $ 2,678 of capital investments to effectuate the project. This excludes cash proceeds from the sale of real estate and equipment, which at the conclusion of the project as of September 30, 2024 totaled $ 13,271 , and excludes future proceeds from the sale of remaining real estate and equipment designated as held for sale on the condensed consolidated balance sheets. During the nine months ended June 30, 2025, cash proceeds related to the sale of the remaining real estate and equipment held for sale totaled $ 17,729 .

In the quarter ended June 30, 2024, CPP incurred pre-tax restructuring and related exit costs totaling $ 18,688 , which consisted of cash charges totaling $ 4,191 and non-cash, asset-related charges of $ 14,497 . The cash charges included $ 709 for one-time termination benefits and other personnel-related costs and $ 3,482 for facility exit costs. Non-cash charges of $ 14,497 were recorded to adjust inventory to its net realizable value.

In the nine months ended June 30, 2024, CPP incurred pre-tax restructuring and related exit costs approximating $ 33,489 , comprised of cash charges totaling $ 10,510 and non-cash, asset-related charges totaling $ 22,979 . The cash charges included $ 3,038 for one-time termination benefits and other personnel-related costs and $ 7,472 for facility exit costs. Non-cash charges of $ 22,979 were recorded to adjust inventory to its net realizable value.

A summary of the restructuring and other related charges included in Cost of goods and services and SG&A expenses in the Company's Condensed Consolidated Statements of Operations were as follows:


	Three Months Ended June 30,		Nine Months Ended June 30,
	2024		2024
Cost of goods and services	$	15,744	$	28,724
Selling, general and administrative expenses	2,944		4,765
Total	$	18,688	$	33,489


	Three Months Ended June 30,		Nine Months Ended June 30,
	2024		2024
Personnel related costs	$	709	$	3,038
Facilities, exit costs and other	3,482		7,472

Non-cash facility and other	14,497		22,979
Total	$	18,688	$	33,489

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

The following tables summarizes the accrued liabilities of the Company's restructuring actions for the nine months ended June 30, 2025 and 2024:


	Cash Charges				Non-Cash
	Personnel related costs		Facilities & Exit Costs		Facility and Other Costs		Total
















Accrued liability at September 30, 2024	$	8,182	$	4,816	$	—	$	12,998

Q1 Cash payments	( 5,009 )		( 1,064 )		—		( 6,073 )

Accrued liability at December 31, 2024	$	3,173	$	3,752	$	—	$	6,925

Q2 Cash payments	( 83 )		( 1,649 )		—		( 1,732 )

Accrued Liability at March 31, 2025	$	3,090	$	2,103	$	—	$	5,193
Q3 Cash payments	—		( 630 )		—		( 630 )

Accrued Liability at June 30, 2025	$	3,090	$	1,473	$	—	$	4,563


	Cash Charges				Non-Cash
	Personnel related costs		Facilities & Exit Costs		Facility and Other Costs (1)		Total
















Accrued liability at September 30, 2023	$	14,107	$	5,551	$	—	$	19,658
Q1 Restructuring charges	1,847		2,071		8,482		12,400
Q1 Cash payments	( 7,215 )		( 3,362 )		—		( 10,577 )
Q1 Non-cash charges	—				( 8,482 )		( 8,482 )
Accrued liability at December 31, 2023	$	8,739	$	4,260	$	—	$	12,999
Q2 Restructuring charges	482		1,919		—		2,401
Q2 Cash payments	( 608 )		( 1,919 )		—		( 2,527 )
Accrued liability at March 31, 2024	$	8,613	$	4,260	$	—	$	12,873
Q3 Restructuring charges	709		3,482		14,497		18,688
Q3 Cash payments	( 2,671 )		( 4,345 )		—		( 7,016 )
Q3 Non-cash charges	—		—		( 14,497 )		( 14,497 )
Accrued liability at June 30, 2024	$	6,651	$	3,397	$	—	$	10,048

______________________

(1) Non-cash charges in Facility and Other Costs represent non-cash impairment charges to adjust inventory to its net realizable value.

NOTE 18 – OTHER INCOME (EXPENSE)

For the quarters ended June 30, 2025 and 2024, Other income (expense) of $ 247 and $ 350 , respectively, includes $ 163 and $ 120 , respectively, of net currency exchange transaction losses from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $ 302 and ($ 34 ), respectively, and net investment income (loss) of ($ 424 ) and $ 10 , respectively. Other income (expense) also includes royalty income of $ 501 and $ 549 for the three months ended June 30, 2025 and 2024, respectively.

For the nine months ended June 30, 2025 and 2024, Other income (expense) of $ 2,591 and $ 1,608 , respectively, includes $ 54 and $ 72 , respectively, of net currency exchange transaction gains from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $ 902 and ($ 103 ), respectively, as well as $( 370 ) and $ 95 , respectively, of net investment income (loss). Other income (expense) also includes royalty income of $ 1,647 and $ 1,649 for the nine months ended June 30, 2025 and 2024, respectively.

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 – WARRANTY LIABILITY

HBP and CPP offer 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 HBP and CPP 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. CPP offers an express limited warranty for a period of ninety days on all products from the date of original purchase unless otherwise stated on the product or packaging from the date of original purchase. 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 $ 10,706 as of June 30, 2025 and $ 13,050 as of September 30, 2024. The long-term warranty liability was $ 1,239 at both June 30, 2025 and September 30, 2024.

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three and nine months ended June 30, 2025 and 2024 were as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Balance, beginning of period	$	12,253	$	14,903	$	13,050	$	20,781
Warranties issued and changes in estimated pre-existing warranties	4,007		7,716		14,328		17,760
Actual warranty costs incurred	( 5,554 )		( 6,966 )		( 16,672 )		( 22,888 )

Balance, end of period	$	10,706	$	15,653	$	10,706	$	15,653

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 20 – OTHER COMPREHENSIVE INCOME (LOSS)

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


	Three Months Ended June 30,
	2025						2024

	Pre-tax		Tax		Net of tax		Pre-tax		Tax		Net of tax
Foreign currency translation adjustments	$	12,244	$	—	$	12,244	$	( 827 )	$	—	$	( 827 )
Pension and other defined benefit plans	1,136		( 239 )		897		673		( 141 )		532
Cash flow hedges	( 993 )		298		( 695 )		( 1,324 )		397		( 927 )

Total other comprehensive income (loss)	$	12,387	$	59	$	12,446	$	( 1,478 )	$	256	$	( 1,222 )


	Nine Months Ended June 30,
	2025						2024
	Pre-tax		Tax		Net of tax		Pre-tax		Tax		Net of tax
Foreign currency translation adjustments	$	( 4,804 )	$	—	$	( 4,804 )	$	2,212	$	—	$	2,212
Pension and other defined benefit plans	1,890		( 397 )		1,493		2,018		( 423 )		1,595
Cash flow hedges	678		( 203 )		475		786		( 236 )		550
Total other comprehensive income (loss)	$	( 2,236 )	$	( 600 )	$	( 2,836 )	$	5,016	$	( 659 )	$	4,357

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


	At June 30, 2025		At September 30, 2024
Foreign currency translation adjustments	$	( 43,390 )	$	( 38,586 )
Pension and other defined benefit plans	( 17,634 )		( 19,127 )
Cash flow hedges	164		( 311 )

Total	$	( 60,860 )	$	( 58,024 )

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)	2025		2024		2025		2024


Pension amortization	$	( 636 )	$	( 688 )	$	( 1,909 )	$	( 2,066 )
Cash flow hedges	463		( 69 )		2,120		( 960 )

Total gain (loss) before tax	$	( 173 )	$	( 757 )	$	211	$	( 3,026 )
Tax	37		159		( 44 )		635
Net of tax	$	( 136 )	$	( 598 )	$	167	$	( 2,391 )

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 21 — 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, other accrued liabilities, and other non-current liabilities. 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 and impaired operating leases, the ROU asset 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 cost for both operating and finance leases, if any, is 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,
	2025		2024		2025		2024
Fixed	$	11,878	$	11,555	$	35,463	$	34,992
Variable (a), (b)	2,586		2,472		7,922		7,382
Short-term (b)	1,032		808		3,467		3,470
Total	$	15,496	$	14,835	$	46,852	$	45,844

________________

(a) Primarily relates to common-area maintenance and property taxes.

(b) Not recorded on the balance sheet.

Supplemental cash flow information were as follows:


	For the Nine Months Ended June 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	32,574	$	34,361
Financing cash flows from finance leases	117		239
Total	$	32,691	$	34,600

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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


	June 30, 2025		September 30, 2024
Operating Leases:
Right of use assets:
Operating right-of-use assets	$	162,819	$	171,211

Lease Liabilities:
Current portion of operating lease liabilities	$	31,997	$	35,065
Long-term operating lease liabilities	142,213		147,369
Total operating lease liabilities	$	174,210	$	182,434

Finance Leases:
Property, plant and equipment, net (1)	$	523	$	808

Lease Liabilities:
Notes payable and current portion of long-term debt	$	123	$	155
Long-term debt, net	171		255
Total financing lease liabilities	$	294	$	410

(1) Finance lease assets are recorded net of accumulated depreciation of $ 1,391 and $ 1,463 as of June 30, 2025 and September 30, 2024, respectively.

The aggregate future maturities of lease payments for operating leases and finance leases as of June 30, 2025 are as follows:


	Operating Leases		Finance Leases
2025(a)	$	11,359	$	42
2026	40,239		115
2027	35,468		55
2028	29,935		49
2029	24,649		49
2030	17,080		12
Thereafter	55,941		—
Total lease payments	$	214,671	$	322
Less: Imputed Interest	( 40,461 )		( 28 )
Present value of lease liabilities	$	174,210	$	294

(a) Excluding the nine months ended June 30, 2025.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

Average lease terms and discount rates at June 30, 2025 were as follows:


Weighted-average remaining lease term (years):
Operating leases						6.7
Finance Leases						3.7

Weighted-average discount rate:
Operating Leases						6.37 %
Finance Leases						6.76 %

NOTE 22 — COMMITMENTS AND CONTINGENCIES

Legal and environmental

Peekskill Site. 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”). ISC Properties, Inc. (“ISCP”), a wholly-owned subsidiary of Griffon, owned the Peekskill Site for approximately three years . ISCP sold the Peekskill Site in November 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 2025.

Lightron has not engaged in any operations in over three decades. ISCP functioned solely as a real estate holding company and has not held any real property in over three decades. Griffon does not acknowledge any responsibility to perform any investigation or remediation at the Peekskill Site. Lightron and ISCP are being defended by an insurance company, subject to a reservation of rights, and this insurer is paying the costs of the RI.

Memphis, TN site. Hunter Fan Company (“Hunter”) operated headquarters and a production plant in Memphis, TN for over 50 years (the “Memphis Site”). While Hunter completed certain on-site remediation of PCB-contaminated soils, Hunter did not 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.

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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.

Table of Contents

(Unless otherwise indicated, US Dollars and non-US currencies are in thousands, except per share data)

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS

Overview

Griffon Corporation (the “Company”, “Griffon”, "we" or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries. The Company was founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF).

Business Strategy

Our strategic objective is to maintain leading positions in the markets we serve by providing innovative, branded products with superior quality and industry-leading service. We place emphasis on our iconic and well-respected brands, which helps to differentiate us and our offerings from our competitors and strengthens our relationship with our customers and those who ultimately use our products.

Through operating a diverse portfolio of businesses, we expect to reduce variability caused by external factors such as market cyclicality, seasonality, and weather. We achieve diversity by providing various product offerings and brands through multiple sales and distribution channels and conducting business across multiple countries which we consider our home markets.

Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as well as divestitures. As long-term investors, we intend to continue to grow and strengthen our existing businesses, and to diversify further through investments in our businesses and acquisitions.

Since 2017, we have undertaken a series of transformative transactions to strengthen our core businesses and increase shareholder value. We divested our specialty plastics business in 2018 and our defense electronics (Telephonics) business in 2022 to focus on our core markets and improve our free cash flow conversion. In our Home and Building Products ("HBP") segment, we acquired CornellCookson, Inc. ("CornellCookson") in 2018, which has helped establish us as a leading North American manufacturer and marketer of residential garage doors and sectional commercial doors, and rolling steel doors and grille products, under brands that include Clopay, Ideal, Cornell and Cookson. In our Consumer and Professional Products ("CPP") segment, we expanded the scope of our brands through the acquisition of Hunter Fan Company ("Hunter") in January 2022 and ClosetMaid, LLC ("ClosetMaid") in 2018.

On July 1, 2024, Griffon announced that its subsidiary, The AMES Companies, Inc., ("AMES") expanded the scope of its Australian operations by acquiring substantially all the assets of Pope, a leading Australian provider of residential watering products, from The Toro Company (NYSE:TTC) for a purchase price of approximately AUD 21,800 (approximately $14,500) in cash. This is CPP's seventh acquisition in Australia since 2013, and further expands AMES's product portfolio in the Australian market. Pope generated over $25,000 in revenue in its first full year of operations.

Further Information

Griffon posts and makes available, free of charge through its website at www.griffon.com , its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as well as press releases, as soon as reasonably practicable after such materials are published or filed with or furnished to the Securities and Exchange Commission (the “SEC”). The information found on Griffon's website is not part of this or any other report it files with or furnishes to the SEC.

For information regarding revenue, profit and total assets of each segment, see the Reportable Segments footnote in the Notes to Consolidated Financial Statements.

Table of Contents

Reportable Segments:

Griffon conducts its operations through two reportable segments:

Table of Contents

OVERVIEW

Revenue for the quarter ended June 30, 2025 was $613,627 compared to $647,814 in the prior year quarter, a decrease of $34,187 or 5%, due to the decreased revenue at CPP of 16%, partially offset by increased revenue at HBP of 2%. Net loss for the third quarter ended June 30, 2025 was $120,139 or $2.65 per share, compared to net income of $41,086, or $0.84 per share, in the prior year quarter.

The current year quarter results from operations included the following:

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

– Strategic review - retention and other of $1,033 ($773, net of tax, or $0.02 per share);

– Gain on sale of real estate of $122 ($90, net of tax, or $0.00 per share); and

– Discrete and certain other tax benefits, net, of $28,451 or $0.61 per share.

The prior year quarter results from operations included the following:

– Restructuring charges of $18,688 ($13,991, net of tax, or $0.29 per share);

– Strategic review - retention and other of $1,870 ($1,390, net of tax, or $0.03 per share);

– Loss on debt extinguishment of $1,700 ($1,292, net of tax, or $0.03 per share);

– Loss on sale of real estate of $725 ($520, net of tax, or $0.01 per share); and

– Discrete and certain other tax provisions, net, of $2,247 or $0.05 per share.

Excluding these items from the respective quarterly results, net income would have been $69,247, or $1.50 per share in the three months ended June 30, 2025 compared to $60,526, or $1.24 per share, in the prior year quarter.

Revenue for the nine months ended June 30, 2025 was $1,857,744 compared to $1,963,847 in the prior year period, a decrease of $106,103, or 5%, due to the decreased revenue at HBP and CPP of 2% and 11%, respectively. Net income for the nine months ended June 30, 2025 was $7,474 or $0.16 per share, compared to $147,406, or $2.94 per share, in the prior year period.

The current year-to-date results from operations included the following:

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

– Strategic review - retention and other of $3,883 ($2,886, net of tax, or $0.06 per share);

– Gain on sale of real estate of $8,279 ($6,169, net of tax, or $0.13 per share); and

– Discrete and certain other tax benefits, net, of $28,626 or $0.61 per share.

The prior year-to-date results from operations included the following:

– Restructuring charges of $33,489 ($24,973, net of tax, or $0.50 per share);

– Strategic review - retention and other of $9,204 ($6,887, net of tax, or $0.14 per share);

– Loss on debt extinguishment of $1,700 ($1,292, net of tax, or $0.03 per share);

– Loss on sale of real estate of $167 ($105, net of tax, or $0.00 per share); and

– Discrete and certain other tax provisions, net, of $2,640 or $0.05 per share.

Excluding these items from the respective periods, net income would have been $192,719, or $4.11 per share in the nine months ended June 30, 2025, compared to $183,303, or $3.66 per share, in the prior year period.

Table of Contents

Griffon evaluates performance based on adjusted net income and the related adjusted earnings per share, which are non-GAAP measures that exclude restructuring charges, non-cash impairment charges, loss from debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of net income (loss) to adjusted net income and earnings (loss) per share to adjusted earnings per share:


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2025		2024		2025		2024
	(Unaudited)

Net income (loss)	$	(120,139)	$	41,086	$	7,474	$	147,406

Adjusting items:
Restructuring charges (1)	—		18,688		—		33,489
Goodwill and intangible asset impairments	243,612		—		243,612		—
(Gain) loss on sale of real estate	(122)		725		(8,279)		167
Loss from debt extinguishment	—		1,700		—		1,700



Strategic review - retention and other	1,033		1,870		3,883		9,204


Tax impact of above items (2)	(26,686)		(5,790)		(25,345)		(11,303)
Discrete and certain other tax provisions (benefits), net (3)	(28,451)		2,247		(28,626)		2,640

Adjusted net income	$	69,247	$	60,526	$	192,719	$	183,303

Earnings (loss) per common share	$	(2.65)	$	0.84	$	0.16	$	2.94

Adjusting items, net of tax:
Anti-dilutive share impact (4)	0.05		—		—		—
Restructuring charges (1)	—		0.29		—		0.50
Goodwill and intangible asset impairments	4.69		—		4.63		—
(Gain) loss on sale of real estate	—		0.01		(0.13)		—
Loss from debt extinguishment	—		0.03		—		0.03


Strategic review - retention and other	0.02		0.03		0.06		0.14


Discrete and certain other tax provisions (benefits), net (3)	(0.61)		0.05		(0.61)		0.05

Adjusted earnings per common share	$	1.50	$	1.24	$	4.11	$	3.66

Weighted-average shares outstanding (in thousands)	45,320		47,034		45,505		47,921

Diluted weighted-average shares outstanding (in thousands)	46,270		48,851		46,911		50,085

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

(1) For the three and nine months ended June 30 2024, restructuring charges related to the CPP global sourcing expansion, of which $15,744 and $28,724, are included in Cost of goods and services and $2,944 and $4,765 are included in SG&A in the Company's Condensed Consolidated Statement of Operations.

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

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

(4) For the quarter ended June 30, 2025, earnings (loss) per common share was calculated using basic weighted-average shares outstanding, as presented on the face of the Statement of Operations. The anti-dilutive share impact represents the impact of converting from basic shares used in calculating earnings (loss) per common share to the diluted shares used in calculating earnings (loss) per common share from a net loss.

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RESULTS OF OPERATIONS

Three and Nine Months ended June 30, 2025 and 2024

Griffon evaluates performance and allocates resources based on each segment adjusted EBITDA, a non-GAAP measure, which is defined as income (loss) before taxes, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment and acquisition related expenses, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors for the same reason. See table provided in Note 13 - Reportable Segments for a reconciliation of adjusted EBITDA to income (loss) before taxes.

Home and Building Products


	For the Three Months Ended June 30,								For the Nine Months Ended June 30,
	2025				2024				2025				2024
Residential	$	227,124			$	223,978			$	661,551			$	664,098
Commercial	173,120				170,236				502,342				517,969
Total Revenue	$	400,244			$	394,214			$	1,163,893			$	1,182,067
Adjusted EBITDA	$	128,755	32.2	%	$	118,516	30.1	%	$	365,231	31.4	%	$	372,159	31.5	%
Depreciation and amortization	$	4,440			$	3,883			$	13,049			$	11,288

For the quarter ended June 30, 2025, HBP revenue increased $6,030, or 2%, compared to the prior year quarter, due to favorable price and mix of 3%, partially offset by decreased volume of 1%.

For the quarter ended June 30, 2025, adjusted EBITDA of $128,755 increased $10,239, or 9%, compared to $118,516 in the prior year quarter, resulting from increased revenue noted above and reduced material costs, partially offset by increased labor costs.

For the nine months ended June 30, 2025, revenue decreased $18,174, or 2%, compared to the prior year period, due to decreased volume of 3%, partially offset by favorable price and mix of 1%.

For the nine months ended June 30, 2025, adjusted EBITDA of $365,231 decreased $6,928, or 2%, compared to $372,159 in the prior year period, resulting from decreased revenue noted above and the related volume impact on overhead absorption, and increased labor costs, partially offset by reduced material costs.

For the quarter and nine months ended June 30, 2025, segment depreciation and amortization increased $557 and $1,761, respectively, compared to the prior year periods, due to new assets placed in service.

Consumer and Professional Products


	For the Three Months Ended June 30,								For the Nine Months Ended June 30,
	2025				2024				2025				2024
United States	$	122,884			$	162,516			$	395,825			$	496,830
Europe	17,270				19,342				34,343				42,940
Canada	11,081				12,998				43,391				50,389
Australia	57,212				52,706				205,583				174,607
All other countries	4,936				6,038				14,709				17,014
Total Revenue	$	213,383			$	253,600			$	693,851			$	781,780
Adjusted EBITDA	19,222		9.0	%	$	22,263	8.8	%	61,140		8.8	%	47,923		6.1	%
Depreciation and amortization	$	11,238			$	11,225			$	33,634			$	33,453

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For the quarter ended June 30, 2025, revenue decreased $40,217, or 16%, compared to the prior year quarter, primarily driven by decreased volume of 19% due to reduced consumer demand across all geographic regions, except Australia, and disrupted historical customer ordering patterns in the U.S. due to increased tariffs. CPP benefited from price and mix of 2% and incremental revenue from the Pope acquisition contributed 1%. Foreign currency did not have a material impact on the current quarter revenue.

For the quarter ended June 30, 2025, adjusted EBITDA of $19,222 decreased $3,041 compared to $22,263 in the prior year quarter, primarily due to decreased revenue noted above, partially offset by the benefits from the U.S. global sourcing expansion initiative, improved margins across all geographic regions, and reduced administrative expenses. Foreign currency had a 1% unfavorable impact on the current quarter adjusted EBITDA.

For the nine months ended June 30, 2025, revenue decreased $87,929, or 11%, compared to the prior year period, driven by decreased volume of 13% due to reduced consumer demand across all geographic regions, except Australia, and disrupted historical customer ordering patterns in the U.S. due to increased tariffs. CPP benefited in Australia from increased organic volume and incremental revenue from the Pope acquisition contributed 3%. Foreign currency had a 1% unfavorable impact on the current nine month period revenue.

For the nine months ended June 30, 2025, adjusted EBITDA of $61,140 increased $13,217 compared to $47,923 in the prior year period, primarily due to the benefits from the U.S. global sourcing expansion initiative and increased volume in Australia, partially offset by the decreased revenue noted above. Foreign currency had a 2% unfavorable impact on the current nine month period adjusted EBITDA.

For the quarter and nine months ended June 30, 2025, segment depreciation and amortization remained consistent with prior year periods.

On July 1, 2024 Griffon announced that its subsidiary, AMES, expanded the scope of its Australian operations by acquiring substantially all the assets of Pope, a leading Australian provider of residential watering products, from The Toro Company (NYSE:TTC) for a purchase price of approximately AUD 21,800 (approximately $14,500) in cash. This is CPP's seventh acquisition in Australia since 2013, and further expands AMES’s product portfolio in the Australian market. Pope generated over $25,000 in revenue in its first full year of operations.

Unallocated

For the quarter ended June 30, 2025, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs totaling $13,264 compared to $15,285 in the prior year quarter; and for the nine months ended June 30, 2025, unallocated amounts totaled $41,941 compared to $44,006 in the prior year period. The decrease in the current quarter compared to the prior year quarter was primarily due to a decrease in Employee Stock Ownership Plan (ESOP) costs. The decrease in the current nine month period ended June 30, 2025 compared to the prior year comparable period was primarily due to a decrease in ESOP costs, partially offset by an increase in stock based compensation expense.

Goodwill and intangible asset impairments

For the quarter ended June 30, 2025, indicators of impairment were present for the Hunter Fan reporting unit within the CPP reportable segment, driven by a decrease in year-to-date and forecasted sales and operating results primarily due to ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns. Accordingly, a quantitative assessment was performed, which resulted in a non-cash, pre-tax impairment charge for Hunter Fan’s goodwill and indefinite-lived intangible assets of $136,612 and $107,000, respectively, recorded in the third fiscal quarter of 2025. See Note 8 - Goodwill and Other Intangibles.

Strategic review

During the three months ended June 30, 2025 and 2024, we incurred strategic review expenses of $1,033 ($773, net of tax) and $1,870 ($1,390, net of tax), respectively, and during the nine months ended June 30, 2025 and 2024, we incurred strategic review expenses of $3,883 ($2,886, net of tax) and $9,204 ($6,887, net of tax), respectively, primarily for retention payments and other costs related to the strategic review process that concluded in April 2023.

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Segment Depreciation and Amortization

For the three months ended June 30, 2025, segment depreciation and amortization of $15,678 increased $570 compared to $15,108 in the prior year quarter, and for the nine months ended June 30, 2025, segment depreciation and amortization of $46,683 increased $1,942 compared to $44,741 in the prior year period. The increase in both the three and nine months ended June 30, 2025, is primarily due to depreciation for new assets placed in service.

Other Income (Expense)

For the quarters ended June 30, 2025 and 2024, Other income (expense) of $247 and $350, respectively, includes $163 and $120, respectively, of net currency exchange transaction losses from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $302 and ($34), respectively, and net investment income (loss) of ($424) and $10, respectively. Other income (expense) also includes royalty income of $501 and $549 for the three months ended June 30, 2025 and 2024, respectively.

For the nine months ended June 30, 2025 and 2024, Other income (expense) of $2,591 and $1,608, respectively, includes $54 and $72, respectively, of net currency exchange transaction gains from receivables and payables held in non-functional currencies, net periodic benefit plan income (expense) of $902 and ($103), respectively, as well as ($370) and $95, respectively of net investment income (loss). Other income (expense) also includes royalty income of $1,647 and $1,649, for the nine months ended June 30, 2025 and 2024, respectively.

Provision for income taxes

During the quarter ended June 30, 2025, the Company recognized a tax benefit of $29,061 on a loss before taxes of $149,200, compared to a tax provision of $19,923 on income before taxes of $61,009 in the prior year quarter. The current year quarter results included goodwill and intangible asset impairments of $243,612 ($217,154, net of tax); strategic review costs - retention and other of $1,033 ($773, net of tax); gain on sale of real estate of $122 ($90, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $28,451. The prior year quarter results included restructuring charges of $18,688 ($13,991, net of tax); strategic review costs - retention and other of $1,870 ($1,390, net of tax); loss on debt extinguishment of $1,700 ($1,292, net of tax); loss on sale of real estate of $725 ($520 net of tax); and discrete and certain other tax provisions, net, that affect comparability of $2,247. Excluding these items, the effective tax rates for the quarters ended June 30, 2025 and 2024 were 27.4% and 27.9%, respectively.

During the nine months ended June 30, 2025, the Company recognized a tax provision of $19,383 on income before taxes of $26,857, compared to a tax provision of $62,318 on income before taxes of $209,724 in the comparable prior year period. The nine month period ended June 30, 2025 included goodwill and intangible asset impairments of $243,612 ($217,154, net of tax); gain on sale of real estate of $8,279 ($6,169, net of tax); strategic review - retention and other of $3,883 ($2,886, net of tax); and discrete and other tax benefits, net, that affect comparability of $28,626. The nine month period ended June 30, 2024 included restructuring charges of $33,489 ($24,973, net of tax); strategic review - retention and other of $9,204 ($6,887, net of tax); loss on debt extinguishment of $1,700 ($1,292, net of tax); loss on sale of real estate of $167 ($105, net of tax); and discrete and other certain tax provisions, net, that affect comparability of $2,640. Excluding these items, the effective tax rates for the nine months ended June 30, 2025 and 2024 were 27.6% and 27.9%, respectively.

Stock-based compensation

For the quarters ended June 30, 2025 and 2024, stock based compensation expense, which includes expense for both restricted stock grants and the ESOP, totaled $5,968 and $7,052, respectively. For the nine months ended June 30, 2025 and 2024, stock based compensation expense totaled $17,861 and $19,726, respectively. The decrease in expense for the three and nine month periods ended June 30, 2025 compared to the prior year periods was primarily due to a decrease in ESOP expense, partially offset by an increase in stock compensation expense driven by the timing of equity awards granted.

The decrease in the ESOP expense was due to the plan being frozen as of September 30, 2024 (meaning 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). Additionally, during the first quarter ended December 31, 2024 the final loan payment was made by the ESOP to the Company and compensation expense was fully offset by dividends paid. As of December 31, 2024 there were 4,166,038 shares of common stock in the ESOP, all of which were allocated to participant accounts.

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Comprehensive income (loss)

For the quarter ended June 30, 2025, total other comprehensive income, net of taxes, of $12,446 included a gain of $12,244 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian Dollar and Canadian Dollar, in comparison to the U.S. Dollar; and a $897 benefit from pension amortization, partially offset by a $695 loss on cash flow hedges.

For the quarter ended June 30, 2024, total other comprehensive loss, net of taxes, of $1,222 included a $927 loss on cash flow hedges and a loss of $827 from foreign currency translation adjustments primarily due to the weakening of the Euro and Canadian Dollar, all in comparison to the U.S. Dollar; partially offset by a $532 benefit from pension amortization.

For the nine months ended June 30, 2025, total other comprehensive loss, net of taxes, of $2,836 included a loss of $4,804 from foreign currency translation adjustments primarily due to the weakening of the Australian Dollar and Canadian Dollar, partially offset by the strengthening of the Euro and British Pound, all in comparison to the U.S. Dollar; partially offset by a $1,493 benefit from pension amortization; and a $475 gain on cash flow hedges.

For the nine months ended June 30, 2024, total other comprehensive income, net of taxes, of $4,357 included a gain of $2,212 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian Dollar, partially offset by the weakening of the Canadian Dollar, all in comparison to the U.S. Dollar; a $1,595 benefit from pension amortization; and a $550 gain on cash flow hedges.

DISCONTINUED OPERATIONS

At June 30, 2025 and September 30, 2024, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves totaling $9,035 and $7,768, respectively. Griffon's assets for discontinued operations primarily relate to insurance claims. There were no reported revenue or expenses in the three and nine months ended June 30, 2025 and 2024 for discontinued operations.

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LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Management assesses Griffon’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. Significant factors affecting liquidity include cash flows from operating activities, capital expenditures, acquisitions, dispositions, bank lines of credit and the ability to attract long-term capital under satisfactory terms. Griffon believes it has sufficient liquidity available to invest in existing businesses and strategic acquisitions while managing its capital structure on both a short-term and long-term basis.

As of June 30, 2025, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $58,800. Our intent is to permanently reinvest these funds, except in limited circumstances, outside the U.S., and we do not currently anticipate that we will need funds generated from foreign operations to fund our domestic operations. The Company may repatriate cash from its non-U.S. subsidiaries if the Company determines that it is beneficial for the company and tax efficient. The Company has accrued a deferred tax liability for withholding taxes on previously taxed earnings and profit (PTEP) which are not considered permanently reinvested. In the event we determine that additional funds from non-U.S. operations are needed to fund operations in the U.S., we will be required to accrue and pay U.S. taxes to repatriate these additional funds.

Griffon's primary sources of liquidity are cash flows generated from operations, cash on hand and our secured $500,000 revolving credit facility ("Revolver"), which matures in August 2028. During the nine months ended June 30, 2025, the Company generated $282,481 of net cash from operating activities and, as of June 30, 2025, the Company had $449,510 available, subject to certain loan covenants, for borrowing under the Revolver. The Company had cash and cash equivalents of $107,279 at June 30, 2025.

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


Cash Flows from Operations	For the Nine Months Ended June 30,
	2025		2024
Net Cash Flows Provided by (Used In):
Operating activities	$	282,481	$	307,938
Investing activities	(21,972)		(34,277)
Financing activities	(269,538)		(238,712)

Cash flows provided by operating activities for the nine months ended June 30, 2025 was $282,481, compared to $307,938 in the prior year period. The variance was primarily driven by an increase in net working capital, mainly due to higher inventory levels and decreases in accounts payable and accrued liabilities. This was partially offset by a decrease in accounts receivable and an increase in cash generated from operations.

Cash flows used in investing activities is primarily comprised of capital expenditures and proceeds from the sale of property, plant and equipment. During the nine months ended June 30, 2025, cash flows used in investing activities was $21,972 compared to $34,277 in the prior year period. Cash flows used in investing activities in the current period consisted of capital expenditures totaling $39,867, partially offset by proceeds of $17,895 primarily from the sale of real estate. In the prior year period, cash flows used in investing activities consisted of capital expenditures totaling $47,849, partially offset by proceeds of $13,572 from the sale of real estate.

During the nine months ended June 30, 2025, cash used in financing activities totaled $269,538 compared to $238,712 in the prior year period. Cash flows used in financing activities in the current period consisted of the purchase of shares of common stock in connection with the board authorized share repurchase program, including excise taxes, and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $161,709, net repayments of long-term debt of $76,117, primarily related to the Revolver, and the payment of dividends of $31,622. Cash flows used in financing activities in the prior year period consisted primarily of the purchase of shares of common stock in connection with the Board authorized share repurchase program and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock totaling $241,501 and the payment of dividends of $28,770, partially offset by net proceeds from long-term debt of $32,773, primarily related to the Revolver.

During the nine months ended June 30, 2025, 583,893 shares, with a market value of $45,277, or an average of $77.54 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. This amount excludes excise tax benefits of $528 for the nine months ended June 30, 2025.

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During the nine months ended June 30, 2025, the Board of Directors approved and paid three quarterly cash dividends each for $0.18 per share. During fiscal 2024, the Board of Directors approved and paid four quarterly cash dividends each for $0.15 per share, totaling $0.60 per share. 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.

On August 5, 2025, the Board of Directors declared a quarterly cash dividend of $0.18 per share, payable on September 16, 2025 to shareholders of record as of the close of business on August 29, 2025.

On November 13, 2024, Griffon announced that the Board of Directors approved an additional 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 nine months ended June 30, 2025 totaled 1,611,454 shares of common stock, for a total of $113,125, or an average of $70.20 per share. This amount excludes excise taxes incurred for share repurchases of $1,112 for the nine months ended June 30, 2025. As of June 30, 2025, $319,568 remained under the Board authorized repurchase program.

During the nine months ended June 30, 2025 and 2024, cash used in discontinued operations from operating activities was $820 and $3,707, respectively, primarily related to the settling of certain liabilities and environmental costs. During the nine months ended June 30, 2025, cash provided by discontinued operations for investing activities of $137 related to proceeds from an insurance recovery.


Cash and Equivalents and Debt	June 30,		September 30,
	2025		2024
Cash and equivalents	$	107,279	$	114,438
Notes payable and current portion of long-term debt	8,123		8,155
Long-term debt, net of current maturities	1,442,855		1,515,897
Debt discount/premium and issuance costs	12,591		15,633
Total gross debt	1,463,569		1,539,685
Debt, net of cash and equivalents	$	1,356,290	$	1,425,247

During 2020, Griffon issued, at par, $1,000,000 of 5.75% Senior Notes due 2028 (the “2028 Senior Notes”). Proceeds from the 2028 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 2028 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 2028 Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161. As of June 30, 2025, outstanding 2028 Senior Notes due totaled $974,775; interest is payable semi-annually on March 1 and September 1.

The 2028 Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. The 2028 Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer. The fair value of the 2028 Senior Notes approximated $971,120 on June 30, 2025 based upon quoted market prices (Level 1 inputs). At June 30, 2025, $5,386 of underwriting fees and other expenses incurred remained to be amortized.

On January 24, 2022, Griffon amended and restated its Credit Agreement (the "Credit Agreement") to provide for a new $800,000 Term Loan B facility, due January 24, 2029, in addition to the revolving credit facility (the "Revolver") provided for under the Credit Agreement. The Term Loan B facility was issued at 99.75% of par value. Since that time, Griffon prepaid $325,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. As of June 30, 2025, the Term Loan B outstanding balance was $451,000.

On June 26, 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%. In connection with the amendment, Griffon recognized a $1,700 loss on debt extinguishment primarily consisting of the write-off of unamortized debt issuance costs and original issue discount related to portions of the Term Loan B facility that were repaid and then reborrowed from new lenders. At June 30, 2025, $4,482 of costs incurred remained to be amortized.

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The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.25% (6.58% as of June 30, 2025). 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 $451,564 on June 30, 2025 based upon quoted market prices (Level 1 inputs).

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 2028 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 adjusts based on financial performance. Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 2.00% (6.43% at June 30, 2025) and base rate loans accrue interest at prime rate plus a margin of 1.00% (8.50% at June 30, 2025).

At June 30, 2025, under the Credit Agreement, there was $37,500 in outstanding borrowings on the Revolver; outstanding standby letters of credit were $12,990; and $449,510 was available, subject to certain loan covenants, for borrowing at that date.

In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility, which expired in December 2024. In January 2025, Garant entered into a new CAD 20,000 revolving credit facility that matures in January 2026 but is renewable upon mutual agreement with the lender. The new facility accrues interest at Canadian Overnight Repo Rate Average ("CORRA") plus a credit adjustment spread and a margin of 1.2% (4.25% as of June 30, 2025). At June 30, 2025 there was no balance outstanding under the facility with CAD 20,000 ($14,640 as of June 30, 2025) available for borrowing. The facility is secured by substantially all of the assets of Garant. Garant is required to maintain a certain minimum equity and a minimum interest coverage ratio.

During 2023, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 15,000 receivable purchase facility to AUD 30,000. The receivable purchase facility was renewed as of March 2025 and now matures in March 2026, but is renewable upon mutual agreement with the lender. The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25% (4.86% at June 30, 2025). At June 30, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($19,617 as of June 30, 2025) available for borrowing. The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level.

In February 2024, Griffon repaid in full a loan with the Pennsylvania Industrial Development Authority. The balance in other long-term debt consists primarily of finance leases.

At June 30, 2025, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

N et debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company. The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of trailing twelve-month (“TTM”) adjusted EBITDA

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(as defined above) and TTM stock-based compensation expense. Net Debt to EBITDA, as calculated in accordance with the definition in the Credit Agreement, was 2.5x at June 30, 2025.

Capital Resource Requirements

Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028 and related annual interest payments of approximately $56,058, a Term Loan B facility maturing in 2029 with an outstanding balance of $451,000 on June 30, 2025 and Revolver maturing in 2028 with an outstanding balance of $37,500. The Term Loan B accrues interest at the Term SOFR plus a spread of 2.25% (6.58% as of June 30, 2025). 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 balloon payment due at maturity. The Revolver accrues interest on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance. Griffon's SOFR loans accrue interest at Term SOFR plus a credit spread adjustment and a margin of 2.00% (6.43% at June 30, 2025) and base rate loans accrue interest at prime rate plus a margin of 1.00% (8.50% at June 30, 2025).

Customers

A small number of customers account for, and are expected to continue to account for, a substantial portion of Griffon’s consolidated revenue. For the nine months ended June 30, 2025, our largest customer, The Home Depot, represented 10% of Griffon’s consolidated revenue, 9% of HBP’s revenue and 12% of CPP's revenue.

No other customer is expected to exceed 10% of consolidated revenue. Future operating results will continue to depend substantially on the success of Griffon’s largest customers and our ongoing relationships with them. Orders from these customers are subject to change and may fluctuate materially. The loss of all or a portion of the volume from any one of these customers could have a material adverse impact on Griffon’s liquidity and results of operations.

SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally by Clopay Corporation, The AMES Companies, Inc., Clopay AMES Holding Corp., ClosetMaid LLC, AMES Hunter Holdings Corporation, Hunter Fan Company, CornellCookson, LLC and Cornell Real Estate Holdings, LLC, all of which are indirectly 100% owned by Griffon. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act, presented below are summarized financial information of the Parent (Griffon) subsidiaries and the Guarantor subsidiaries as of June 30, 2025 and September 30, 2024 and for the nine months ended June 30, 2025 and for the year ended September 30, 2024. All intercompany balances and transactions between subsidiaries under Parent and subsidiaries under the Guarantor have been eliminated. The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis. The summarized information excludes financial information of the non-Guarantors, including earnings from and investments in these entities. The financial information may not necessarily be indicative of the results of operations or financial position of the guarantor companies or non-guarantor companies had they operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly-owned subsidiaries accounted for under the equity method.

The indentures relating to the Senior Notes (the “Indentures”) contain terms providing that, under certain limited circumstances, a guarantor will be released from its obligations to guarantee the Senior Notes. These circumstances include (i) a sale of at least a majority of the stock, or all or substantially all the assets, of the subsidiary guarantor as permitted by the Indentures; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indentures (generally, a business the EBITDA of which constitutes less than 50% of the segment adjusted EBITDA of the Company for the most recently ended four fiscal quarters), and that meets certain other specified conditions as set forth in the Indentures; (iii) the designation of a guarantor as an “unrestricted subsidiary” as defined in the Indentures, in compliance with the terms of the Indentures; (iv) Griffon exercising its right to defease the Senior Notes, or to otherwise discharge its obligations under the Indentures, in each case in accordance with the terms of the Indentures; and (v) upon obtaining the requisite consent of the holders of the Senior Notes.

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Summarized Statements of Operations and Comprehensive Income (Loss)


	For the Nine Months Ended				For the Year Ended
	June 30, 2025				September 30, 2024
	Parent Company		Guarantor Companies		Parent Company		Guarantor Companies
Net sales	$	—	$	1,509,473	$	—	$	2,147,788
Gross profit	$	—	$	664,158	$	—	$	871,822
Income (loss) from operations	$	(19,603)	$	86,321	$	(25,982)	$	408,181
Equity in earnings of Guarantor subsidiaries	$	31,331	$	—	$	283,959	$	—
Net income (loss)	$	(25,688)	$	31,331	$	(74,331)	$	283,959

Summarized Balance Sheet Information



	As of June 30, 2025				As of September 30, 2024
	Parent Company		Guarantor Companies		Parent Company		Guarantor Companies
Current assets	$	79,801	$	611,341	$	58,194	$	635,767
Non-current assets	12,377		1,039,825		12,558		1,307,839
Total assets	$	92,178	$	1,651,166	$	70,752	$	1,943,606

Current liabilities	$	71,943	$	196,160	$	69,556	$	213,234
Long-term debt	1,442,745		170		1,515,669		222
Other liabilities	14,490		208,945		23,033		237,432
Total liabilities	$	1,529,178	$	405,275	$	1,608,258	$	450,888

CRITICAL ACCOUNTING POLICIES

The preparation of Griffon’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on assets, liabilities, revenue and expenses. These estimates can also affect supplemental information contained in public disclosures of Griffon, including information regarding contingencies, risk and its financial condition. These estimates, assumptions and judgments are evaluated on an ongoing basis and based on historical experience, current conditions and various other assumptions, and form the basis for estimating the carrying values of assets and liabilities, as well as identifying and assessing the accounting treatment for commitments and contingencies. Actual results may materially differ from these estimates. There have been no changes in Griffon’s critical accounting policies from September 30, 2024.

Griffon’s significant accounting policies and procedures are explained in the Management Discussion and Analysis section in the Annual Report on Form 10-K for the year ended September 30, 2024. In the selection of the critical accounting policies, the objective is to properly reflect the financial position and results of operations for each reporting period in a consistent manner that can be understood by the reader of the financial statements. Griffon considers an estimate to be critical if it is subjective and if changes in the estimate using different assumptions would result in a material impact on the financial position or results of operations of Griffon.

RECENT ACCOUNTING PRONOUNCEMENTS

The FASB issues, from time to time, new financial accounting standards, staff positions and emerging issues task force consensus. See the Notes to Condensed Consolidated Financial Statements for a discussion of these matters.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, especially “Management’s Discussion and Analysis”, contains certain “forward-looking statements” within the meaning of the Securities Act, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, the industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies. Statements in this Form 10-Q that are not historical are hereby

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identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” "achieves", “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; Griffon’s ability to achieve expected savings and improved operational results from cost control, restructuring, integration and disposal initiatives (including the expanded CPP global outsourcing strategy announced in May 2023); the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon’s operating companies; the ability of Griffon’s operating companies to expand into new geographic and product markets, and to anticipate and meet customer demands for new products and product enhancements and innovations; increases in the cost or lack of availability of raw materials such as steel, resin and wood, components or purchased finished goods, including any potential impact on costs or availability resulting from tariffs; changes in customer demand or loss of a material customer at one of Griffon’s operating companies; the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon’s businesses; political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in international economic conditions including inflation, interest rate and currency exchange fluctuations; the reliance by certain of Griffon’s businesses on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services offered by Griffon’s businesses, which impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation, regulatory and environmental matters; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of the businesses of certain of Griffon’s operating companies; possible terrorist threats and actions and their impact on the global economy; effects of possible IT system failures, data breaches or cyber-attacks; the impact of pandemics, such as COVID-19, on the U.S. and the global economy, including business disruptions, reductions in employment and an increase in business and operating facility failures, specifically among our customers and suppliers; Griffon’s ability to service and refinance its debt; and the impact of recent and future legislative and regulatory changes, including, without limitation, changes in tax laws. Additional important factors that could cause the statements made in this Quarterly Report on Form 10-Q or the actual results of operations or financial condition of Griffon to differ are discussed under the caption “Item 1A. Risk Factors” and “Special Notes Regarding Forward-Looking Statements” in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2024. Such statements reflect the views of the Company with respect to future events and are subject to these and other risks, as previously disclosed in the Company's Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Griffon’s business activities necessitate the management of various financial and market risks, including those related to changes in interest rates, foreign currency rates and commodity prices.

Interest Rates

Griffon’s exposure to market risk for changes in interest rates relates primarily to variable interest rate debt and investments in cash and equivalents.

Griffon's amended and restated Credit Agreement references a benchmark rate with SONIA or SOFR. In addition, certain other of Griffon’s credit facilities have BBSY (Bank Bill Swap Rate) and CORRA (Canadian Overnight Repo Rate Average) (based variable interest rate). Due to the current and expected level of borrowings under these facilities, a 100 basis point change in SONIA, SOFR, BBSY, or CORRA would not have a material impact on Griffon’s results of operations or liquidity.

Foreign Exchange

Griffon conducts business in various non-US countries, primarily in Canada, Australia, the United Kingdom, Ireland, New Zealand and China; therefore, changes in the value of the currencies of these countries affect Griffon's financial position and cash flows when translated into US Dollars. Griffon has generally accepted the exposure to exchange rate movements relative to its non-US operations. Griffon may, from time to time, hedge its currency risk exposures. A change of 10% or less in the value of all applicable foreign currencies would not have a material effect on Griffon’s financial position and cash flows.

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Item 4. Controls and Procedures

Management's Quarterly Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of Griffon’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), Griffon’s disclosure controls and procedures, as defined by Exchange Act Rule 13a-15(e) and 15d-15(e), were evaluated as of the end of the period covered by this report. Based on that evaluation, Griffon’s CEO and CFO concluded that Griffon’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in Griffon’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, Griffon’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Griffon believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all controls issues and instances of fraud, if any, within a company have been detected. Griffon’s disclosure controls and procedures, as defined by Exchange Act Rule 13a-15(e) and 15d-15(e), are designed to provide reasonable assurance of achieving their objectives.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

In addition to the other information set forth in this report, carefully consider the factors in Item 1A to Part I in Griffon's Annual Report on Form 10-K for the year ended September 30, 2024, as well as the updated risk factor titled "CPP is subject to risks from sourcing from international locations, especially China" appearing in Griffon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which could materially affect Griffon's business, financial condition or future results. The risks described in Griffon's Annual Report on Form 10-K are not the only risks facing Griffon. Additional risks and uncertainties not currently known to Griffon or that Griffon currently deems to be immaterial also may materially adversely affect Griffon's business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


Period	(a) Total Number of Shares (or Units) Purchased (1)		(b) Average Price Paid Per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1)	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs (1)
April 1 - 30, 2025	205,000	(2)	$68.25	205,000
May 1 - 31, 2025	181,082	(2)	$69.89	181,082
June 1-30, 2025	195,000	(2)	$69.79	195,000
Total	581,082		$69.28	581,082	$	319,568

1. On November 13, 2024, Griffon announced that the Board of Directors approved an increase of $400,000 to its share repurchase program authorization. Under the 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. As of June 30, 2025, $319,568 remained available for the purchase of common stock under board authorized programs. See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Liquidity."

2. Shares purchased by the Company in open market purchases pursuant to a stock buyback plan authorized by the Company's Board of Directors.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended June 30, 2025 , 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) or any "non-Rule 10b5-1 trading arrangement".

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Griffon Corporation 2025 Retiree Medical Plan

On August 5, 2025, we approved a retiree medical arrangement (the "RMA") for each of Ronald J. Kramer, our Chief Executive Officer; Robert F. Mehmel, our President and Chief Operating Officer; Brian G. Harris, our Executive Vice President and Chief Financial Officer; and Seth L. Kaplan, our Senior Vice President, General Counsel and Secretary. To vest and qualify for benefits under the RMA, each executive must have age plus years of service equal to 72 or greater and must remain employed by Griffon for one year following approval of the RMA. Each of Messrs. Kramer, Mehmel, Harris and Kaplan will meet these vesting requirements in August, 2026. If, prior to vesting, an executive’s employment is terminated by Griffon without cause, by the executive for good reason, or due to the death or disability of the executive, the executive will immediately fully vest under the RMA.

Under the RMA, Griffon has agreed to provide coverage under its major medical plans for the executive and the executive’s spouse, following the executive’s retirement, for the life of the executive and the executive’s spouse (or, if such coverage cannot be provided, an equivalent benefit). Griffon will also be obligated to reimburse each executive up to $35,000 a year (indexed 3% a year for inflation, with the base year being 2025) for qualified medical expenses, incurred by the executive or the executive’s spouse, that are not covered by Griffon’s major medical plans (such as deductibles, co-payments, and out-of-network costs).

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Item 6. Exhibits

Exhibit Number			Exhibit Description


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 6, 2025

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Part I Financial Information Item 1 Financial Statements Note 1 Description Of Business and Basis Of Presentation Note 2 Fair Value Measurements Note 3 Revenue Note 4 Acquisitions Note 5 Inventories Note 6 Property, Plant and Equipment Note 7 Credit Losses Note 8 Goodwill and Other Intangibles Note 9 Income Taxes Note 10 Long-term Debt Note 11 Shareholders Equity and Equity Compensation Note 12 Earnings Per Share (eps)Note 13 Reportable Segments Note 14 Employee Benefit Plans Note 15 Recent Accounting Pronouncements Note 16 Discontinued Operations Note 17 Restructuring Charges Note 18 Other Income (expense)Note 19 Warranty Liability Note 20 Other Comprehensive Income (loss)Note 21 Leases Note 22 Commitments and Contingencies Item 2 - Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

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.

GFF 10-Q Quarter ended June 30, 2025

Exhibits