Griffon (GFF) 10-Q 2025 Q1 Quarterly report

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 December 31, 2024

☐ 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 January 31, 2025 was 47,530,099.

Griffon Corporation and Subsidiaries

Contents

	Page
PART I - FINANCIAL INFORMATION
Item 1 – Financial Statements
Condensed Consolidated Balance Sheets at December 31, 2024 (unaudited) and September 30, 2024	1
Condensed Consolidated Statement of Shareholders’ Equity for the Three Months Ended December 31, 2024 and 2023 (unaudited)	2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended December 31, 2024 and 2023 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2024 and 2023 (unaudited)	4
Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3 - Quantitative and Qualitative Disclosures about Market Risk	40
Item 4 - Controls & Procedures	41
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings	41
Item 1A – Risk Factors	41
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3 – Defaults Upon Senior Securities	42
Item 4 – Mine Safety Disclosures	42
Item 5 – Other Information	42
Item 6 – Exhibits	42
Signatures	44

Part I – Financial Information

Item 1 – Financial Statements

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	(Unaudited)
	December 31, 2024		September 30, 2024
CURRENT ASSETS
Cash and equivalents	$	151,952	$	114,438
Accounts receivable, net of allowances of $11,766 and $10,986	268,951		312,765
Inventories	418,164		425,489
Prepaid and other current assets	49,850		61,604
Assets held for sale	5,559		14,532
Assets of discontinued operations	650		648
Total Current Assets	895,126		929,476
PROPERTY, PLANT AND EQUIPMENT, net	287,755		288,297
OPERATING LEASE RIGHT-OF-USE ASSETS	169,984		171,211
GOODWILL	329,393		329,393
INTANGIBLE ASSETS, net	609,232		618,782
OTHER ASSETS	30,231		30,378
ASSETS OF DISCONTINUED OPERATIONS	3,431		3,417
Total Assets	$	2,325,152	$	2,370,954
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	8,143	$	8,155
Accounts payable	142,702		119,354
Accrued liabilities	166,890		181,918
Current portion of operating lease liabilities	33,928		35,065
Liabilities of discontinued operations	4,368		4,498
Total Current Liabilities	356,031		348,990
LONG-TERM DEBT, net	1,466,889		1,515,897
LONG-TERM OPERATING LEASE LIABILITIES	147,463		147,369
OTHER LIABILITIES	123,757		130,540
LIABILITIES OF DISCONTINUED OPERATIONS	3,236		3,270
Total Liabilities	2,097,376		2,146,066
COMMITMENTS AND CONTINGENCIES - See Note 22
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity	227,776		224,888
Total Liabilities and Shareholders’ Equity	$	2,325,152	$	2,370,954

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

1

GRIFFON CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Three Months Ended December 31, 2024 and 2023

(Unaudited) 

	COMMON STOCK			CAPITAL IN EXCESS OF PAR VALUE		RETAINED EARNINGS		TREASURY SHARES			ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)		DEFERRED COMPENSATION
(in thousands)	SHARES	PAR VALUE						SHARES	COST						TOTAL
Balance at September 30, 2024	84,746	$	21,187	$	677,028	$	461,442	36,443	$	(876,527)	$	(58,024)	$	(218)	$	224,888
Net income	—	—		—		70,851		—	—		—		—		70,851
Dividend	—	—		—		(8,196)		—	—		—		—		(8,196)
Shares withheld on employee taxes on vested equity awards	—	—		—		—		64	(5,342)		—		—		(5,342)
Amortization of deferred compensation	—	—		—		—		—	—		—		218		218
Common stock acquired including excise taxes	—	—		—		—		610	(42,963)		—		—		(42,963)
Equity awards granted, net	—	—		(12,136)		—		(493)	12,136		—		—		—
ESOP allocation of common stock 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

	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	—	—		—		—		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

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

2

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share data)

(Unaudited) 

	Three Months Ended December 31,
		2024		2023
Revenue		$	632,371	$	643,153
Cost of goods and services		368,095		406,512
Gross profit		264,276		236,641
Selling, general and administrative expenses		152,181		152,803
Income from operations		112,095		83,838
Other income (expense)
Interest expense		(24,887)		(25,299)
Interest income		406		424
Gain on sale of real estate		7,974		547
Other, net		1,832		632
Total other expense, net		(14,675)		(23,696)
Income before taxes		97,420		60,142
Provision for income taxes		26,569		17,965
Net income		$	70,851	$	42,177
Basic earnings per common share		$	1.56	$	0.86
Basic weighted-average shares outstanding		45,538		48,784
Diluted earnings per common share		$	1.49	$	0.82
Diluted weighted-average shares outstanding		47,541		51,467
Dividends paid per common share		$	0.18	$	0.15
Net income		$	70,851	$	42,177
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments		(20,018)		10,238
Pension and other post retirement plans		55		532
Change in cash flow hedges		2,264		(295)
Total other comprehensive income (loss), net of taxes		(17,699)		10,475
Comprehensive income, net		$	53,152	$	52,652

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

3

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three Months Ended December 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	70,851	$	42,177
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	15,614		14,823
Stock-based compensation	5,378		6,417
Asset impairment charges - restructuring	—		8,482
Provision for losses on accounts receivable	1,182		562
Amortization of debt discounts and issuance costs	1,029		1,056
Loss (gain) on sale of assets and investments	168		(3)
Gain on sale of real estate	(7,974)		(547)
Change in assets and liabilities:
Decrease in accounts receivable	35,445		14,491
(Increase) decrease in inventories	(393)		24,623
Increase in prepaid and other assets	(5,066)		(3,631)
Increase in accounts payable, accrued liabilities, income taxes payable and operating lease liabilities	26,423		36,491
Other changes, net	265		1,117
Net cash provided by operating activities	142,922		146,058
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(17,456)		(14,330)
Proceeds from the sale of property, plant and equipment	17,220		787
Net cash used in investing activities	(236)		(13,543)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid	(9,037)		(9,965)
Purchase of shares for treasury	(49,083)		(81,449)
Proceeds from long-term debt	—		31,500
Payments of long-term debt	(50,000)		(63,860)
Financing costs	(42)		(114)
Other, net	41		(59)
Net cash used in financing activities	(108,121)		(123,947)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in operating activities	(180)		(2,926)
Net cash used in discontinued operations	(180)		(2,926)
Effect of exchange rate changes on cash and equivalents	3,129		2,015
NET INCREASE IN CASH AND EQUIVALENTS	37,514		7,657
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	114,438		102,889
CASH AND EQUIVALENTS AT END OF PERIOD	$	151,952	$	110,546
Supplemental Disclosure of Non-Cash Flow Information:
Capital expenditures in accounts payable	$	2,064	$	2,306

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

4

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

5

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 December 31, 2024, the fair values of Griffon’s 2028 Senior Notes and Term Loan B facility approximated $950,406 and $457,275, respectively. Fair values were based upon quoted market prices (level 1 inputs).

Insurance contracts with values of $4,858 at December 31, 2024 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 December 31, 2024, 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 December 31, 2024, Griffon had $43,500 of Australian Dollar contracts at a weighted average rate of $1.47 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 $3,844 ($2,690, net of tax) at December 31, 2024. Upon settlement, gains of $955 were recorded in COGS during the three months ended December 31, 2024. All contracts expire in 30 to 150 days.

At December 31, 2024, Griffon had $33,500 of Chinese Yuan contracts at a weighted average rate of $7.08 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

6

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

settlement. Upon settlement, gains and losses are recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) in COGS. AOCI included deferred losses of $1,043 ($762, net of tax) at December 31, 2024. Upon settlement, losses of $220 were recorded in COGS during the three months ended December 31, 2024. All contracts expire in 3 to 304 days.

At December 31, 2024, Griffon had $10,335 of Canadian Dollar contracts at a weighted average rate of $1.35. The contracts, which protect Canadian operations from currency fluctuations for U.S. Dollar based purchases, do not qualify for hedge accounting. For the three months ended December 31, 2024, fair value gains of $242 were recorded to Other liabilities and to Other income for the outstanding contracts, based on similar contract values (level 2 inputs). Realized gains of $46 were recorded in Other income during the three months ended December 31, 2024 for all settled contracts. All contracts expire in 30 to 269 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 preliminarily allocated to inventory of AUD 16,581 (approximately $11,051), goodwill of AUD 2,225 (approximately $1,483) and acquired intangibles, net of deferred taxes, of AUD 2,940 (approximately $1,960), which was assigned to the CPP segment, and is not deductible for income tax purposes.

7

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 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 December 31, 2024		At September 30, 2024
Raw materials and supplies	$	89,188	$	92,366
Work in process	12,087		13,923
Finished goods	316,889		319,200
Total	$	418,164	$	425,489

In connection with the Company's restructuring activities described in Note 17, Restructuring Charges, during the three months ended December 31, 2023, CPP recorded inventory impairment charges of $8,482 to adjust inventory to its net realizable value. There were no impairment charges recorded during the three months ended December 31, 2024.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

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

	At December 31, 2024		At September 30, 2024
Land, building and building improvements	$	152,854	$	153,076
Machinery and equipment	475,825		472,030
Leasehold improvements	37,840		37,833
	666,519		662,939
Accumulated depreciation	(378,764)		(374,642)
Total	$	287,755	$	288,297

Depreciation and amortization expense for property, plant and equipment was $9,850 and $9,267 for the quarters ended December 31, 2024 and 2023, respectively. Depreciation and amortization included in Selling, general and administrative ("SG&A") expenses was $4,334 and $3,999 for the quarters ended December 31, 2024 and 2023, 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 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 as of December 31, 2024. The net book value of these properties as of December 31, 2024 and September 30, 2024 totaled $5,559 and $14,532, respectively.

During the three months ended December 31, 2024, no event or indicator of impairment occurred which would require additional impairment testing of property, plant and equipment.

8

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 receivables 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:

	Three months ended December 31,
	2024		2023
Beginning Balance, October 1	$	10,986	$	11,264
Provision for expected credit losses	1,182		1,030
Amounts written off charged against the allowance	(334)		(351)
Other, primarily foreign currency translation	(68)		42
Ending Balance, December 31	$	11,766	$	11,985

9

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

NOTE 8 – GOODWILL AND OTHER INTANGIBLES

Indicators of impairment were not present for any of Griffon's reporting units during the three months ended December 31, 2024 and 2023, respectively. The following table provides a summary of the carrying value of goodwill by segment as of December 31, 2024 and September 30, 2024, as follows:

Home and Building Products	$	191,253
Consumer and Professional Products	138,140
Total	$	329,393

The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets:

	At December 31, 2024					At September 30, 2024
	Gross Carrying Amount		Accumulated Amortization		Average Life (Years)	Gross Carrying Amount		Accumulated Amortization
Customer relationships & other	$	446,590	$	135,166	17	$	450,784	$	134,296
Technology and patents	17,399		9,618		10	17,350		6,859
Total amortizable intangible assets	463,989		144,784			468,134		141,155
Trademarks	290,027		—			291,803		—
Total intangible assets	$	754,016	$	144,784		$	759,937	$	141,155

The gross carrying amount of intangible assets was impacted by $5,920 related to unfavorable foreign currency translation.

Amortization expense for intangible assets was $5,764 and $5,556 for the quarters ended December 31, 2024 and 2023, 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 - $16,944; 2026 - $22,107; 2027 - $22,107; 2028 - $22,107; 2029 - $22,107; 2030 - $22,107; thereafter $191,726.

NOTE 9 – INCOME TAXES

During the quarter ended December 31, 2024, the Company recognized a tax provision of $26,569 on income before taxes of $97,420, compared to a tax provision of $17,965 on income before taxes of $60,142 in the prior year quarter. The current year quarter results included strategic review costs - retention and other of $1,651 ($1,215, net of tax); gain on sale of real estate of $7,974 ($5,943, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $250. The prior year quarter results included strategic review costs - retention and other of $4,658 ($3,500, net of tax); restructuring charges of $12,400 ($9,213, net of tax); gain on sale of real estate of $547 ($406 net of tax); and discrete and certain other tax provisions, net, that affect comparability of $783. Excluding these items, the effective tax rates for the quarters ended December 31, 2024 and 2023 were 27.7% and 27.9%, respectively.

10

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 December 31, 2024 and September 30, 2024 consisted of the following:

		At December 31, 2024										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	$	157	(6,395)		$	968,537	5.75	%		$	974,775	$	169	$	(6,900)	$	968,044	5.75	%
Term Loan B due 2029	(b)	455,000		(565)		(5,107)		449,328		Variable			457,000		(599)		(5,420)		450,981		Variable
Revolver due 2028	(b)	59,500		—		(2,673)		56,827		Variable			107,500		—		(2,859)		104,641		Variable
Non US lines of credit	(c)	—		—		(21)		(21)		Variable			—		—		(2)		(2)		Variable
Other long term debt	(d)	361		—		—		361		Variable			410		—		(22)		388		Variable
Totals		1,489,636		(408)		(14,196)		1,475,032					1,539,685		(430)		(15,203)		1,524,052
less: Current portion		(8,143)		—		—		(8,143)					(8,155)		—		—		(8,155)
Long-term debt		$	1,481,493	$	(408)	$	(14,196)	$	1,466,889				$	1,531,530	$	(430)	$	(15,203)	$	1,515,897

Interest expense for the three months ended December 31, 2024 and 2023 consists of the following:

		Three Months Ended December 31, 2024										Three Months Ended December 31, 2023
		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)	5.9	%	$	14,012	$	(12)	$	505	$	14,505	5.9	%	$	14,012	$	(12)	$	505	$	14,505
Term Loan B due 2029	(b)	7.3	%	8,055		35		313		8,403		7.8	%	9,217		43		330		9,590
Revolver due 2028	(b)	Variable		1,877		—		186		2,063		Variable		908		—		186		1,094
Non US lines of credit	(c)	Variable		2		—		2		4		Variable		—		—		4		4
Other long term debt	(d)	Variable		59		—		—		59		Variable		302		—		—		302
Capitalized interest				(147)		—		—		(147)				(196)		—		—		(196)
Totals				$	23,858	$	23	$	1,006	$	24,887			$	24,243	$	31	$	1,025	$	25,299

11

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 December 31, 2024, 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 $950,406 on December 31, 2024 based upon quoted market prices (Level 1 inputs). At December 31, 2024, $6,395 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, during 2023 and 2022, Griffon prepaid $25,000 and $300,000, respectively, aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. As of December 31, 2024, the Term Loan B outstanding balance was $455,000.

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 December 31, 2024, unamortized costs of $5,107 related to existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan.

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.25% (6.58% as of December 31, 2024). 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 $457,275 on December 31, 2024 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 December 31, 2024); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 2.00% (6.73% at December 31, 2024); and base rate loans accrue interest at prime rate plus a margin of 1.00% (8.50% at December 31, 2024).

12

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

At December 31, 2024, under the Credit Agreement, there were $59,500 in outstanding borrowings on the Revolver; outstanding standby letters of credit were $12,990; and $427,510 was available, subject to certain loan covenants, for borrowing at that date.

The Revolver has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Both the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors.

(c)     In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility. Effective in December 2023, the facility was amended to replace the Canadian Dollar Offer Rate ("CDOR") with the Canadian Overnight Repo Rate Average ("CORRA"). The facility accrues interest at CORRA plus 1.3% per annum (4.60% as of December 31, 2024). The revolving facility matured in December 2024. In January 2025, Garant entered into a new CAD 20,000 revolving credit facility. The facility accrues interest at CORRA plus a credit adjustment spread and margin of 1.2%. Garant is required to maintain a certain minimum equity.

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 in 2024 and now matures in March 2025, but is renewable upon mutual agreement with the lender. The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25% per annum (5.57% at December 31, 2024). At December 31, 2024, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($18,645 as of December 31, 2024) available. 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 December 31, 2024, 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 three months ended December 31, 2024, the Company paid a quarterly cash dividend of $0.18 per share. During fiscal year 2024, the Company paid four quarterly cash dividends of $0.15 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 three months 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 February 4, 2025, the Board of Directors declared a quarterly cash dividend of $0.18 per share, payable on March 18, 2025 to shareholders of record as of the close of business on February 25, 2025.

13

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 December 31, 2024, there were 1,893,099 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, 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 three to four 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:

	For the Three Months Ended December 31,
	2024		2023
Restricted stock	$	5,378	$	5,028
ESOP1	—		1,389
Total stock-based compensation	$	5,378	$	6,417

________________________

1.During the 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.

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 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.

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 quarter ended December 31, 2024 totaled 610,172 shares of common stock, respectively, for a total of $42,344, or an average of $69.40 per share. As of December 31, 2024, $390,348 remains available under Griffon's Board authorized repurchase program.

14

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

During the quarter ended December 31, 2024, 64,249 shares, with a market value of $5,417, or $84.31 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

During the quarter ended December 31, 2024, $413 was accrued for excise taxes for share repurchases, which was partially offset by the reversal of $74 of excise taxes to adjust for a benefit related to employee vesting and a $104 net benefit on ESOP contributions. As of December 31, 2024, $2,220 was accrued for excise taxes for share repurchases.

NOTE 12 – EARNINGS PER SHARE (EPS)

Basic EPS was calculated by dividing income 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 December 31,
	2024	2023
Common shares outstanding	48,122	51,386
Unallocated ESOP shares	—	(154)
Non-vested restricted stock	(2,677)	(2,783)
Impact of weighted average shares	93	335
Weighted average shares outstanding - basic	45,538	48,784
Incremental shares from stock-based compensation	2,003	2,683
Weighted average shares outstanding - diluted	47,541	51,467

Shares of the ESOP that have been allocated to employee accounts are treated as outstanding in determining earnings per share.

15

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.

•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.

Information on Griffon’s reportable segments is as follows:

	For the Three Months Ended December 31,
REVENUE	2024		2023
Home and Building Products	$	395,401	$	395,791
Consumer and Professional Products	236,970		247,362
Total revenue	$	632,371	$	643,153

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 December 31,
	2024		2023
Residential repair and remodel	$	194,682	$	186,541
Commercial	166,867		176,993
Residential new construction	33,852		32,257
Total Home and Building Products	395,401		395,791
Residential repair and remodel	70,259		76,064
Retail	47,263		69,278
Residential new construction	14,381		14,005
Industrial	13,854		14,777
International excluding North America	91,213		73,238
Total Consumer and Professional Products	236,970		247,362
Total Consolidated Revenue	$	632,371	$	643,153

16

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 table presents revenue disaggregated by geography based on the location of the Company's customer:

	For the Three Months Ended December 31,
	2024						2023
	HBP		CPP		Total			HBP		CPP		Total
United States	$	378,258	$	128,823	$	507,081		$	379,628	$	151,172	$	530,800
Europe	—		4,540		4,540			108		5,245		5,353
Canada	14,116		16,004		30,120			14,768		21,028		35,796
Australia	—		83,131		83,131			—		64,871		64,871
All other countries	3,027		4,472		7,499			1,287		5,046		6,333
Consolidated revenue	$	395,401	$	236,970	$	632,371		$	395,791	$	247,362	$	643,153

Griffon evaluates performance and allocates resources based on segment adjusted EBITDA and adjusted EBITDA, non-GAAP measures, which are defined as income 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 before taxes:

17

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 December 31,
	2024		2023
Segment adjusted EBITDA:
Home and Building Products	$	127,042	$	124,719
Consumer and Professional Products	18,192		5,539
Segment adjusted EBITDA	145,234		130,258
Unallocated amounts, excluding depreciation *	(14,042)		(13,907)
Adjusted EBITDA	131,192		116,351
Net interest expense	(24,481)		(24,875)
Depreciation and amortization	(15,614)		(14,823)
Restructuring charges	—		(12,400)
Gain on sale of real estate	7,974		547
Strategic review - retention and other	(1,651)		(4,658)
Income before taxes	$	97,420	$	60,142

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

	For the Three Months Ended December 31,
DEPRECIATION and AMORTIZATION	2024		2023
Segment:
Home and Building Products	$	4,275	$	3,633
Consumer and Professional Products	11,218		11,057
Total segment depreciation and amortization	15,493		14,690
Corporate	121		133
Total consolidated depreciation and amortization	$	15,614	$	14,823
	For the Three Months Ended December 31,
	2024		2023
CAPITAL EXPENDITURES
Segment:
Home and Building Products	$	8,831	$	10,508
Consumer and Professional Products	4,361		3,749
Total segment	13,192		14,257
Corporate	4,264		73
Total consolidated capital expenditures	$	17,456	$	14,330

18

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 December 31, 2024		At September 30, 2024
Segment assets:
Home and Building Products	$	722,246	$	737,992
Consumer and Professional Products(1)	1,430,600		1,495,489
Total segment assets	2,152,846		2,233,481
Corporate	168,225		133,408
Total assets	2,321,071		2,366,889
Discontinued operations	4,081		4,065
Consolidated total	$	2,325,152	$	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 as of December 31, 2024. The net book value of these properties as of December 31, 2024 and September 30, 2024 totaled $5,559 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 December 31,
	2024		2023
Interest cost	$	1,605	$	1,888
Expected return on plan assets	(2,542)		(2,543)
Amortization:
Recognized actuarial loss	636		689
Net periodic (benefit) expense	$	(301)	$	34

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 quarter ended December 31, 2024 the Plan paid lump sum payments in the amount of $4,830 to those participants that elected a lump sum distribution. On January 23, 2025 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 $10,895. The termination process is expected to be complete in 2025.

NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

Issued but not yet effective accounting pronouncements

In October 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-06, Disclosure Improvements: Amendments - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. The FASB issued the standard to introduce changes to US GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports. The provisions of the standard are contingent when the SEC removes the related disclosure provisions from Regulation S-X and S-K. The company does not expect the provisions of the standard to have a material impact on the Company's financial statements and related disclosures.

19

GRIFFON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(Unaudited)

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 December 31, 2024 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 $7,604 and $7,768, respectively. 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 December 31, 2024		At September 30, 2024
Assets of discontinued operations:
Prepaid and other current assets	$	650	$	648
Other long-term assets	3,431		3,417
Total assets of discontinued operations	$	4,081	$	4,065
Liabilities of discontinued operations:
Accrued liabilities, current	$	4,368	$	4,498
Other long-term liabilities	3,236		3,270
Total liabilities of discontinued operations	$	7,604	$	7,768

There was no reported revenues or costs in the three months ended December 31, 2024 and 2023 for discontinued operations.

20

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 December 31, 2024 and September 30, 2024. The net book value of these properties as of December 31, 2024 and September 30, 2024 totaled $5,559 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 quarter ended December 31, 2024, cash proceeds related to the sale of the remaining real estate and equipment held for sale totaled $17,155.

In the quarter ended December 31, 2023, CPP incurred pre-tax restructuring and related exit costs approximating $12,400, comprised of cash charges totaling $3,918 and non-cash, asset-related charges of $8,482. The cash charges included $1,847 for one-time termination benefits and other personnel-related costs and $2,071 for facility exit costs. Non-cash charges of $8,482 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:

	For the Three Months Ended December 31,
	2023
Cost of goods and services	$	11,646
Selling, general and administrative expenses	754
Total restructuring charges	$	12,400

	For the Three Months Ended December 31,
	2023
Personnel related costs	$	1,847
Facilities, exit costs and other	2,071
Non-cash facility and other	8,482
Total	$	12,400

21

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 three months ended December 31, 2024 and 2023:

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

	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

______________________

(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 December 31, 2024 and 2023, Other income (expense) of $1,832 and $632, respectively, includes $440 and $13, respectively, of net currency exchange gains in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income (expense) of $301 and $(34), respectively, and net investment income of $70 and $56, respectively. Other income (expense) also includes royalty income of $590 and $592 for the three months ended December 31, 2024 and 2023, respectively.

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 $13,123 as of December 31, 2024 and $13,050 as of September 30, 2024. The long-term warranty liability was $1,239 at both December 31, 2024 and September 30, 2024.

22

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)

Changes in Griffon’s warranty liability, included in Accrued liabilities, for the three months ended December 31, 2024 and 2023 were as follows:

	Three Months Ended December 31,
	2024		2023
Balance, beginning of period	$	13,050	$	20,781
Warranties issued and changes in estimated pre-existing warranties	5,202		940
Actual warranty costs incurred	(5,129)		(6,260)
Balance, end of period	$	13,123	$	15,461

NOTE 20 – OTHER COMPREHENSIVE INCOME (LOSS)

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

	For the Three Months Ended December 31,
	2024						2023
	Pre-tax		Tax		Net of tax		Pre-tax		Tax		Net of tax
Foreign currency translation adjustments	$	(20,018)	$	—	$	(20,018)	$	10,238	$	—	$	10,238
Pension and other defined benefit plans	69		(14)		55		673		(141)		532
Cash flow hedges	3,234		(970)		2,264		(421)		126		(295)
Total other comprehensive income (loss)	$	(16,715)	$	(984)	$	(17,699)	$	10,490	$	(15)	$	10,475

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

	At December 31, 2024		At September 30, 2024
Foreign currency translation adjustments	$	(58,604)	$	(38,586)
Pension and other defined benefit plans	(19,072)		(19,127)
Cash flow hedges	1,953		(311)
Total	$	(75,723)	$	(58,024)

Amounts reclassified from accumulated other comprehensive income (loss) to income were as follows:

	For the Three Months Ended December 31,
Gain (Loss)	2024		2023
Pension amortization	$	(636)	$	(689)
Cash flow hedges	735		(111)
Total gain (loss) before tax	$	99	$	(800)
Tax benefit	(21)		168
Net of tax	$	78	$	(632)

23

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 December 31,
	2024		2023
Fixed	$	11,634	$	11,574
Variable (a), (b)	2,667		2,474
Short-term (b)	1,243		1,581
Total	$	15,544	$	15,629

________________

(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 Three Months Ended December 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	10,893	$	11,072
Financing cash flows from finance leases	42		114
Total	$	10,935	$	11,186

24

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:

	December 31, 2024		September 30, 2024
Operating Leases:
Right of use assets:
Operating right-of-use assets	$	169,984	$	171,211
Lease Liabilities:
Current portion of operating lease liabilities	$	33,928	$	35,065
Long-term operating lease liabilities	147,463		147,369
Total operating lease liabilities	$	181,391	$	182,434
Finance Leases:
Property, plant and equipment, net(1)	$	682	$	808
Lease Liabilities:
Notes payable and current portion of long-term debt	$	143	$	155
Long-term debt, net	218		255
Total financing lease liabilities	$	361	$	410

(1) Finance lease assets are recorded net of accumulated depreciation of $1,287 and $1,463 as of December 31, 2024 and September 30, 2024, respectively.

The aggregate future maturities of lease payments for operating leases and finance leases as of December 31, 2024 are as follows:

	Operating Leases		Finance Leases
2025(a)	$	34,057	$	125
2026	38,150		115
2027	33,290		54
2028	27,672		50
2029	22,584		50
2030	15,354		12
Thereafter	55,833		—
Total lease payments	$	226,940	$	406
Less: Imputed Interest	(45,549)		(45)
Present value of lease liabilities	$	181,391	$	361

(a) Excluding the quarter ended December 31, 2024.

25

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 December 31, 2024 were as follows:

Weighted-average remaining lease term (years):
Operating leases	6.97
Finance Leases	4.03
Weighted-average discount rate:
Operating Leases	6.33%
Finance Leases	6.71%

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.

26

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.

27

(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 is expected to contribute approximately $25,000 in revenue in the first twelve months after this acquisition.

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.

28

Reportable Segments:

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.

29

OVERVIEW

Revenue for the quarter ended December 31, 2024 was $632,371 compared to $643,153 in the prior year quarter, a decrease of $10,782 or 2%. The decrease was primarily due to a 4% decline in revenue at CPP, while HBP's revenue remained consistent with the prior year. Net income was $70,851 or $1.49 per share, compared to $42,177, or $0.82 per share, in the prior year quarter.

The current year quarter results from operations included the following:

–    Gain on sale of real estate of $7,974 ($5,943, net of tax, or $0.13 per share);

–    Strategic review - retention and other of $1,651 ($1,215, net of tax, or $0.03 per share); and

– Discrete and certain other tax benefits, net, of $250 or $0.01 per share.

The prior year quarter results from operations included the following:

– Restructuring charges of $12,400 ($9,213, net of tax, or $0.18 per share);

–    Strategic review - retention and other of $4,658 ($3,500, net of tax, or $0.07 per share);

–    Gain on sale of real estate of $547 ($406, net of tax, or $0.01 per share); and

– Discrete and certain other tax provisions, net, of $783 or $0.02 per share.

Excluding these items from the respective quarterly results, net income would have been $65,873, or $1.39 per share in the three months ended December 31, 2024 compared to $55,267, or $1.07 per share, in the prior year quarter.

30

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 from operations to adjusted net income and earnings per share to adjusted earnings per share:

	For the Three Months Ended December 31,
			2024		2023
		(Unaudited)
Net income			$	70,851	$	42,177
Adjusting items:
Restructuring charges(1)			—		12,400
Gain on sale of real estate			(7,974)		(547)
Strategic review - retention and other			1,651		4,658
Tax impact of above items(2)			1,595		(4,204)
Discrete and certain other tax (benefits) provisions, net(3)			(250)		783
Adjusted net income			$	65,873	$	55,267
Earnings per common share			$	1.49	$	0.82
Adjusting items, net of tax:
Restructuring charges(1)			—		0.18
Gain on sale of real estate			(0.13)		(0.01)
Strategic review - retention and other			0.03		0.07
Discrete and certain other tax (benefits) provisions, net(3)			(0.01)		0.02
Adjusted earnings per common share			$	1.39	$	1.07
Diluted weighted-average shares outstanding (in thousands)			47,541		51,467

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 months ended December 31, 2023, restructuring charges relate to the CPP global sourcing expansion, of which $11,646, is included in Cost of goods and services and $754 is 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) primarily relate to the impact of a rate differential between the statutory and annual effective tax rates on items impacting the quarter.

31

RESULTS OF OPERATIONS

Three Months ended December 31, 2024 and 2023

Griffon evaluates performance and allocates resources based on each segment adjusted EBITDA, a non-GAAP measure, which is defined as income before taxes, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, restructuring charges, 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 before taxes.

Home and Building Products

	For the Three Months Ended December 31,
	2024				2023
Residential	$	228,534			$	218,798
Commercial	166,867				176,993
Total Revenue	$	395,401			$	395,791
Adjusted EBITDA	$	127,042	32.1	%	$	124,719	31.5	%
Depreciation and amortization	$	4,275			$	3,633

For the quarter ended December 31, 2024, HBP revenue remained consistent with the prior year quarter reflecting increased residential volume, offset by reduced commercial volume.

For the quarter ended December 31, 2024, adjusted EBITDA of $127,042 increased $2,323 or 2%, compared to $124,719 in the prior year quarter, resulting from reduced material costs, partially offset by increased labor and distribution costs.

For the quarter ended December 31, 2024, segment depreciation and amortization increased $642 compared with the prior year quarter due to new assets placed in service.

Consumer and Professional Products

	For the Three Months Ended December 31,
	2024				2023
United States	$	128,823			$	151,172
Europe	4,540				5,245
Canada	16,004				21,028
Australia	83,131				64,871
All other countries	4,472				5,046
Total Revenue	$	236,970			$	247,362
Adjusted EBITDA	$	18,192	7.7	%	$	5,539	2.2	%
Depreciation and amortization	$	11,218			$	11,057

For the quarter ended December 31, 2024, revenue decreased $10,392, or 4%, compared to the prior year quarter, primarily driven by decreased volume of 8% due to reduced consumer demand in North America and the United Kingdom, partially offset by organic growth in Australia. The Pope acquisition contributed 4%.

For the quarter ended December 31, 2024, adjusted EBITDA of $18,192 increased $12,653 compared to $5,539 in the prior year quarter, primarily due to the benefits from the global sourcing expansion initiative and increased revenue in Australia as noted above.

For the quarter ended December 31, 2024, segment depreciation and amortization increased $161 compared to the prior year period due to new assets placed in service.

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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 is expected to contribute approximately $25,000 in revenue in the first twelve months after the acquisition.

Unallocated

For the quarter ended December 31, 2024, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs totaling $14,042, remained consistent with the prior year quarter of $13,907.

Strategic review

During the three months ended December 31, 2024 and 2023, we incurred strategic review expenses of $1,651 ($1,215, net of tax) and $4,658 ($3,500, net of tax), respectively, primarily for retention payments and other costs related to the strategic review process that concluded in April 2023.

Segment Depreciation and Amortization

For the three months ended December 31, 2024, segment depreciation and amortization of $15,493 increased $803 compared to $14,690 in the prior year quarter; the increase primarily relates to new assets placed in service.

Other Income (Expense)

For the quarters ended December 31, 2024 and 2023, Other income (expense) of $1,832 and $632, respectively, includes $440 and $13, respectively, of net currency exchange gains in connection with the translation of receivables and payables denominated in currencies other than the functional currencies of Griffon and its subsidiaries, net periodic benefit plan income (expense) of $301 and $(34), respectively, and net investment income of $70 and $56, respectively. Other income (expense) also includes royalty income of $590 and $592 for the three months ended December 31, 2024 and 2023, respectively.

Provision for income taxes

During the quarter ended December 31, 2024, the Company recognized a tax provision of $26,569 on income before taxes of $97,420, compared to a tax provision of $17,965 on income before taxes of $60,142 in the prior year quarter. The current year quarter results included strategic review costs - retention and other of $1,651 ($1,215, net of tax); gain on sale of real estate of $7,974 ($5,943, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $250. The prior year quarter results included strategic review costs - retention and other of $4,658 ($3,500, net of tax); restructuring charges of $12,400 ($9,213, net of tax); gain on sale of real estate of $547 ($406 net of tax); and discrete and certain other tax provisions, net, that affect comparability of $783. Excluding these items, the effective tax rates for the quarters ended December 31, 2024 and 2023 were 27.7% and 27.9%, respectively.

Stock-based compensation

For the quarters ended December 31, 2024 and 2023, stock based compensation expense, which includes expense for both restricted stock grants and the ESOP, totaled $5,378 and $6,417, respectively. The decrease in stock compensation expense is primarily due to the ESOP 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 three months 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.

Comprehensive income (loss)

For the quarter ended December 31, 2024, total other comprehensive loss, net of taxes, of $17,699 included a loss of $20,018 from foreign currency translation adjustments primarily due to the weakening of the Euro, British Pound and Australian and Canadian Dollar, all in comparison to the U.S. Dollar; a $2,264 gain on cash flow hedges; and a $55 benefit from pension amortization.

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For the quarter ended December 31, 2023, total other comprehensive income, net of taxes, of $10,475 included a gain of $10,238 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian and Canadian Dollar, all in comparison to the U.S. Dollar; a $295 loss on cash flow hedges; and a $532 benefit from pension amortization.

DISCONTINUED OPERATIONS

At December 31, 2024 and September 30, 2024, Griffon’s liabilities for discontinued operations primarily relate to insurance claims, income taxes, product liability, warranty and environmental reserves totaling $7,604 and $7,768, respectively. Griffon's assets for discontinued operations primarily relate to insurance claims. There was no reported revenues or costs in the three months ended December 31, 2024 and 2023 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 December 31, 2024, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $65,700. 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 three months ended December 31, 2024, the Company generated $142,922 of net cash from operating activities and, as of December 31, 2024, the Company had $427,510 available, subject to certain loan covenants, for borrowing under the Revolver. The Company had cash and cash equivalents of $151,952 at December 31, 2024.

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

Cash Flows from Operations	For the Three Months Ended December 31,
	2024		2023
Net Cash Flows Provided by (Used In):
Operating activities	$	142,922	$	146,058
Investing activities	(236)		(13,543)
Financing activities	(108,121)		(123,947)

Cash flows provided by operating activities for the three months ended December 31, 2024 was $142,922, compared to $146,058 in the prior year period. In both the three months ended December 31, 2024 and 2023, cash provided by operating activities reflected increased cash generated primarily from operations at HBP and a decrease in net working capital, primarily driven by a decrease in accounts receivable, and an increase in accounts payable and accrued liabilities.

Cash flows used in investing activities is primarily comprised of capital expenditures and proceeds from the sale of businesses, investments and property, plant and equipment. During the three months ended December 31, 2024, cash flows used in investing activities was $236 compared to $13,543 in the prior year period. Cash flows used in investing activities in the current period primarily consisted of capital expenditures of $17,456, partially offset by proceeds totaling $17,220 primarily from the sale of real estate. In the prior year period, cash flows used in investing activities consisted primarily of capital expenditures of $14,330, partially offset by proceeds totaling $787 from the sale of real estate.

During the three months ended December 31, 2024, cash used in financing activities totaled $108,121 compared to $123,947 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 and the purchase of common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock totaling $49,083, the payment of dividends of $9,037 and payments of long-term debt of $50,000, primarily related to the Revolver. Cash flows used in financing activities in the prior year period consisted primarily of net repayments of long-term debt of $32,360, primarily related to the Revolver, the purchase of shares of common stock in connection with the Board authorized share repurchase program and the purchase of common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock of $81,449, and the payment of dividends of $9,965.

During the three months ended December 31, 2024, 64,249 shares, with a market value of $5,417, or $84.31 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock.

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During the three months ended December 31, 2024, the Board of Directors approved and paid a quarterly cash dividend of $0.18 per share. During fiscal 2024, the Board of Directors approved four quarterly cash dividends each for $0.15 per share, totaling $0.60 per share for the year. 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 February 4, 2025, the Board of Directors declared a quarterly cash dividend of $0.18 per share, payable on March 18, 2025 to shareholders of record as of the close of business on February 25, 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 three months ended December 31, 2024 totaled 610,172 shares of common stock, for a total of $42,344, or an average of $69.40 per share. As of December 31, 2024, $390,348 remained under the Board authorized repurchase program. During the three months ended and as of December 31, 2024, $413 and $2,220, respectively, were accrued for excise taxes for share repurchases.

During the three months ended December 31, 2024 and 2023, cash used in discontinued operations from operating activities was $180 and $2,926, respectively, primarily related to the settling of certain liabilities and environmental costs.

Cash and Equivalents and Debt	December 31,		September 30,
	2024		2024
Cash and equivalents	$	151,952	$	114,438
Notes payable and current portion of long-term debt	8,143		8,155
Long-term debt, net of current maturities	1,466,889		1,515,897
Debt discount/premium and issuance costs	14,604		15,633
Total gross debt	1,489,636		1,539,685
Debt, net of cash and equivalents	$	1,337,684	$	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 December 31, 2024, 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 $950,406 on December 31, 2024 based upon quoted market prices (Level 1 inputs). At December 31, 2024, $6,395 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, during 2023 and 2022, Griffon prepaid $25,000 and $300,000, respectively, aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. As of December 31, 2024, the Term Loan B outstanding balance was $455,000.

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 December 31, 2024, unamortized costs of $5,107 related to existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan.

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.25% (6.58% as of December 31, 2024). The Term Loan B facility continues to require nominal quarterly principal payments of $2,000, potential additional annual principal

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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 $457,275 on December 31, 2024 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 December 31, 2024); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 2.00% (6.73% at December 31, 2024); and base rate loans accrue interest at prime rate plus a margin of 1.00% (8.50% at December 31, 2024).

At December 31, 2024, under the Credit Agreement, there were $59,500 in outstanding borrowings on the Revolver; outstanding standby letters of credit were $12,990; and $427,510 was available, subject to certain loan covenants, for borrowing at that date.

The Revolver has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Both the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors.

In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility. Effective in December 2023, the facility was amended to replace the Canadian Dollar Offer Rate ("CDOR") with the Canadian Overnight Repo Rate Average ("CORRA"). The facility accrues interest at CORRA plus 1.3% per annum (4.60% as of December 31, 2024). The revolving facility matured in December 2024. In January 2025, Garant entered into a new CAD 20,000 revolving credit facility. The facility accrues interest at CORRA plus a credit adjustment spread and margin of 1.2%. Garant is required to maintain a certain minimum equity.

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 in 2024 and now matures in March 2025, but is renewable upon mutual agreement with the lender. The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25% per annum (5.57% at December 31, 2024). At December 31, 2024, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($18,645 as of December 31, 2024) available. 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 December 31, 2024, Griffon and its subsidiaries were in compliance with the terms and covenants of all its credit and loan agreements. Net 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 (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 2.4x at December 31, 2024.

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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 $56,050, a Term Loan B facility maturing in 2029 with an outstanding balance of $455,000 on December 31, 2024 and Revolver maturing in 2028 with an outstanding balance of $59,500. The Term Loan B accrues interest at the Term SOFR plus a spread of 2.25% (6.58% as of December 31, 2024). 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. For the Revolver, interest is payable 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 December 31, 2024); SONIA loans accrue interest at SONIA Base Rate plus a credit spread adjustment and a margin of 2.00% (6.73% at December 31, 2024); and base rate loans accrue interest at prime rate plus a margin of 1.00% (8.50% at December 31, 2024).

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 three months ended December 31, 2024, 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 are 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 December 31, 2024 and September 30, 2024 and for the three months ended December 31, 2024 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 Three Months Ended				For the Year Ended
	December 31, 2024				September 30, 2024
	Parent Company		Guarantor Companies		Parent Company		Guarantor Companies
Net sales	$	—	$	503,124	$	—	$	2,147,788
Gross profit	$	—	$	220,728	$	—	$	871,822
Income (loss) from operations	$	(6,413)	$	108,221	$	(25,982)	$	408,181
Equity in earnings of Guarantor subsidiaries	$	78,603	$	—	$	283,959	$	—
Net income (loss)	$	(13,925)	$	78,603	$	(74,331)	$	283,959

Summarized Balance Sheet Information

	As of December 31, 2024				As of September 30, 2024
	Parent Company		Guarantor Companies		Parent Company		Guarantor Companies
Current assets	$	53,047	$	612,784	$	58,194	$	635,767
Non-current assets	12,858		1,302,004		12,558		1,307,839
Total assets	$	65,905	$	1,914,788	$	70,752	$	1,943,606
Current liabilities	$	82,390	$	215,142	$	69,556	$	213,234
Long-term debt	1,466,692		216		1,515,669		222
Other liabilities	19,131		236,144		23,033		237,432
Total liabilities	$	1,568,213	$	451,502	$	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 identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,”

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“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 the Griffon’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during the three months ended December 31, 2024 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, 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

(c)    ISSUER PURCHASES OF EQUITY SECURITIES

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)
October 1 - 31, 2024	481,379	(2)	$67.91	481,379
November 1-30, 2024	94,449	(3)	$81.83	30,200
December 1-31, 2024	98,593	(2)	$74.44	98,593
Total	674,421			610,172	$	390,348

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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 December 31, 2024, $390,348 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.

3.Includes (a) 30,200 shares purchased by the Company in open market purchases pursuant to a stock buyback plan authorized by the Company's Board of Directors; and (b) 64,249 shares acquired by the Company from holders of restricted stock upon vesting of the restricted stock, to satisfy tax-withholding obligations of the holder.

Item 3    Defaults Upon Senior Securities

None.

Item 4    Mine Safety Disclosures

None.

Item 5    Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2024, 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."

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Item 6	Exhibits
10.1*	Offer Letter, dated November 13, 2024, between the Company and Brian G. Harris. (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2024 (Commission File No. 1-06620)).
19.1**	Insider Trading Policy
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)
* Indicates a management contract or compensatory plan or arrangement.
** 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: February 5, 2025

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