Calculation of Filing Fee Tables
Form S-8
(Form Type)
Griffon Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
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| Plan | Security Type | Security Class Title | Fee Calculation Rule | Amount to be Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Griffon Corporation Amended and Restated 2016 Equity Incentive Plan | Equity | Common Stock, $0.25 par value per share | Rule 457(c) and Rule 457(h) | 2,600,000 | $69.92 | $181,792,000 | $147.60 per $1,000,000 | $26,833 |
| Total Offering Amounts | | $181,792,000 | | $26,833 |
| Total Fee Offsets (3) | | | | $0 |
| Net Fee Due | | | | $26,833 |
(1) Represents additional shares of the Registrant’s Common Stock issuable pursuant to Amendment No. 1 to the Griffon Corporation Amended and Restated 2016 Equity Incentive Plan being registered hereby. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of Common Stock of the Registrant that become issuable pursuant to awards by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the outstanding shares of Common Stock of the Registrant.
(2) Pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is estimated to be $69.92, based on the average of the high sales price ($70.59) and the low sales price ($69.24) per share of the Registrant’s Common Stock as reported on the New York Stock Exchange on March 15, 2024.
(3) The Registrant does not have any fee offsets.
