GRIFFON CORP
For the period ended Feb 18, 2026. Filed Jan 9, 2026.
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Feb 18, 2026 · Filed Jan 9, 2026
Contents
Appendix A
Reconciliation of Income (Loss) from Continuing Operations to Adjusted Income from Continuing Operations
(in thousands)
| For the Years Ended September 30, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | 2021 | |
| (in thousands) | |||||
| Income (loss) from continuing operations | $51,110 | $209,897 | $77,617 | $(287,715) | $70,302 |
| Adjusting items: | |||||
| Impact of retirement plan events | (1,165) | — | — | — | — |
| Restructuring charges | — | 41,309 | 92,468 | 16,782 | 21,418 |
| (Gain) loss on sale of real estate | (8,279) | 61 | (12,655) | — | — |
| Debt extinguishment, net | — | 1,700 | 437 | 4,529 | — |
| Acquisition costs | — | 441 | — | 9,303 | — |
| Strategic review — retention and other | 3,883 | 10,594 | 20,225 | 9,683 | — |
| Special dividend ESOP charges | — | — | 15,494 | 10,538 | — |
| Proxy expenses | — | — | 2,685 | 6,952 | — |
| Fair value step-up of acquired inventory sold | — | 491 | — | 5,401 | — |
| Goodwill and intangible asset impairments | 243,612 | — | 109,200 | 517,027 | — |
| Tax impact of normalized items(1) | (25,269) | (13,832) | (57,925) | (76,627) | (5,287) |
| Discrete and other certain tax provisions (benefits) | (303) | 3,586 | 175 | 3,913 | 3,245 |
| Adjusted income from continuing operations | $263,589 | $254,247 | $247,721 | $219,786 | $89,678 |
| (1) | Tax impact for the above reconciling adjustments from GAAP to non-GAAP Income from continuing operations and the related EPS is determined by comparing the Company’s tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments. |
A-1
Reconciliation of Earnings (loss) per Share from Continuing Operations to Adjusted Earnings per Share
from Continuing Operations
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Earnings (loss) per common share from continuing operations | $1.09 | $4.23 | $1.42 | $(5.57) | $1.32 |
| Adjusting items, net of tax: | |||||
| Anti-dilutive share impact(2) | — | — | — | 0.24 | — |
| Impact of retirement plan events | (0.02) | — | — | — | — |
| Restructuring charges | — | 0.62 | 1.26 | 0.23 | 0.30 |
| (Gain) loss on sale of real estate | (0.13) | — | (0.18) | — | — |
| Debt extinguishment, net | — | 0.03 | 0.01 | 0.06 | — |
| Acquisition costs | — | 0.01 | — | 0.15 | — |
| Strategic review — retention and other | 0.06 | 0.16 | 0.28 | 0.13 | — |
| Special dividend ESOP charges | — | — | 0.22 | 0.15 | — |
| Proxy expenses | — | — | 0.04 | 0.10 | — |
| Fair value step-up of acquired inventory sold | — | 0.01 | — | 0.07 | — |
| Goodwill and intangible asset impairments | 4.65 | — | 1.49 | 8.43 | — |
| Discrete and certain other tax provisions (benefits) | (0.01) | 0.07 | — | 0.07 | 0.06 |
| Adjusted earnings per share from continuing operations or Core EPS | $5.65 | $5.12 | $4.54 | $4.07 | $1.68 |
| Weighted-average shares outstanding (in thousands) | 46,685 | 49,668 | 54,612 | 53,966 | 53,369 |
| Note: | Due to rounding, the sum of earnings per share and adjusting items, net of tax, may not equal adjusted earnings per common share. |
|---|
| (2) | In fiscal 2022, loss from continuing operations is calculated using basic shares on the face of the income statement. Per share impact of using diluted shares represents the impact of converting from the basic shares used in calculating earnings per share from the loss from continuing operations to the diluted shares used in calculating earnings per share from the adjusted income from continuing operations. |
Reconciliation of Net Cash Provided by Operating Activities from Continuing Operations to Free Cash Flow
(in thousands)
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Net cash provided by operating activities — continuing operations | $357,440 | $380,042 | $431,765 | $59,240 | $69,808 |
| Acquistion of property, plant and equipment | (52,435) | (68,399) | (63,604) | (42,488) | (36,951) |
| Proceeds from the sale of property, plant and equipment | 18,006 | 14,479 | 20,961 | 90 | 237 |
| Free cash flow | $323,011 | $326,122 | $389,122 | $16,842 | $33,094 |
A-2
Reconciliation of GAAP to Non-GAAP Measures — Continuing Operations
Adjusted EBITDA — By Reportable Segment (Unaudited)
| (US dollars in thousands, except per share data) | For the Years Ended September 30, | ||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2022 | 2021 | |
| REVENUE | |||||
| Home and Building Products | $1,584,182 | $1,588,625 | $1,588,505 | $1,506,882 | $1,041,108 |
| Consumer and Professional Products | 935,744 | 1,034,895 | 1,096,678 | 1,341,606 | 1,229,518 |
| Total | $2,519,926 | $2,623,520 | $2,685,183 | $2,848,488 | $2,270,626 |
| ADJUSTED EBITDA(1) | |||||
| Home and Building Products | $494,576 | $501,001 | $510,876 | $412,738 | $181,015 |
| Consumer and Professional Products | 85,545 | 72,632 | 50,343 | 99,308 | 115,673 |
| Total Segments | 580,121 | 573,633 | 561,219 | 512,046 | 296,688 |
| Unallocated amounts(2) | (57,828) | (60,031) | (55,887) | (53,888) | (50,278) |
| Adjusted EBITDA | 522,293 | 513,602 | 505,332 | 458,158 | 246,410 |
| Net interest expense | (93,857) | (101,652) | (99,351) | (84,164) | (62,735) |
| Depreciation and amortization | (63,014) | (60,704) | (65,445) | (64,658) | (52,302) |
| Goodwill and intangible asset impairments | (243,612) | — | (109,200) | (517,027) | — |
| Impact of retirement plan events | 1,165 | — | — | — | — |
| Gain (loss) on sale of real estate | 8,279 | (61) | 12,655 | — | — |
| Debt Extinguishment, net | — | (1,700) | (437) | (4,529) | — |
| Restructuring charges | — | (41,309) | (92,468) | (16,782) | (21,418) |
| Acquisition costs | — | (441) | — | (9,303) | — |
| Proxy expenses | — | — | (2,685) | (6,952) | — |
| Special dividend ESOP charges | — | — | (15,494) | (10,538) | — |
| Strategic review — retention and other | (3,883) | (10,594) | (20,225) | (9,683) | — |
| Fair value step-up of acquired inventory sold | — | (491) | — | (5,401) | — |
| Income (loss) before taxes from continuing operations | $127,371 | $296,650 | $112,682 | $(270,879) | $109,955 |
| (1) | Griffon defines Adjusted EBITDA as operating results before interest income and expense, income taxes, depreciation and amortization, restructuring charges, debt extinguishment, net and acquisition related expenses, as well as other items that may affect comparability, as applicable. |
| (2) | Primarily corporate overhead. |
A-3
Net Debt to Adjusted EBITDA — Per Debt Compliance (unaudited)
| September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| (in thousands) | ||
| Cash and equivalents | $99,045 | $114,438 |
| Notes payables and current portion of long-term debt | $8,103 | $8,155 |
| Long-term debt, net of current maturities | 1,404,387 | 1,515,897 |
| Debt discount/premium and issuance costs | 11,536 | 15,633 |
| Total gross debt | 1,424,026 | 1,539,685 |
| Debt, net of cash and equivalents | $1,324,981 | $1,425,247 |
| Adjusted EBITDA | $522,293 | $513,602 |
| Stock and ESOP-based compensation | 25,483 | 26,838 |
| Adjusted EBITDA, per debt compliance | $547,776 | $540,440 |
| Net debt to EBITDA (Leverage ratio)(1) | 2.4x | 2.6x |
| (1) | Net debt to Adjusted 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 adjusted EBITDA and stock-based compensation expense; this definition is consistent with how this ratio is defined in the Compay’s credit agreement. The above table provides a calculation of the Company’s net debt to EBITDA leverage ratio as of September 30, 2025 and September 30, 2024. |
A-4
ANNUAL MEETING OF STOCKHOLDERS OF
February 18, 2026
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via equiniti.com/us/ast-access to enjoy online access.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report on Form 10-K
are available at www.astproxyportal.com/ast/03170
Please sign, date and mail your
proxy card in the envelope
provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
| 21103030000000000000 9 | 021826 |
| PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒ | |
|---|---|
The Board of Directors recommends you vote FOR ALL NOMINEES below.
| 1. Election of the following Nominees: | ||
|---|---|---|
| NOMINEES: | ||
| ☐ ☐ ☐ | FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) | ¡ Henry A. Alpert ¡ Jerome L. Coben ¡ H. C. Charles Diao ¡ Louis J. Grabowsky ¡ Lacy M. Johnson ¡ Ronald J. Kramer ¡ James W. Sight ¡ Samanta Hegedus Stewart ¡ Kevin F. Sullivan ¡ Michelle L. Taylor ¡ Cheryl L. Turnbull |
| INSTRUCTIONS: | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: |
|---|
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ |
|---|
| The Board of Directors recommends you vote FOR proposals 2 and 3. | ||||
|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN | ||
| 2. | Approval of the resolution approving the compensation of our executive officers as disclosed in the Proxy Statement. | ☐ | ☐ | ☐ |
| 3. | Ratification of the selection by our audit committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2026. | ☐ | ☐ | ☐ |
| 4. | Upon such other business as may properly come before the meeting or any adjournment thereof. | |||
| PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE | ||||
| Signature of Stockholder | Date: | Signature of Stockholder | Date: |
|---|
| Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
**PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
February 18, 2026
As an alternative to completing this form, you may enter your vote instruction by telephone at 1-800-PROXIES, or via the Internet at www.VoteProxy.com and follow the simple instructions. Use the Company Number and Account Number shown on your proxy card.
The undersigned hereby appoints RONALD J. KRAMER and SETH L. KAPLAN, or either of them, attorneys and Proxies with full power of substitution in each of them, in the name and stead of the undersigned to vote as Proxy all the stock of the undersigned in GRIFFON CORPORATION, a Delaware corporation, at the Annual Meeting of Stockholders scheduled to be held on February 18, 2026, and any postponements or adjournments thereof.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED BY PROXIES, OR ANY OF THEM, AS SPECIFIED AND, IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS FOR PROPOSALS 1, 2 AND 3 AND IN THE DISCRETION OF THE PROXYHOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
(Continued and to be signed on the reverse side.)
| 1.1 | 14475 |
ANNUAL MEETING OF STOCKHOLDERS OF
February 18, 2026
PROXY VOTING INSTRUCTIONS
INTERNET -Accesswww.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE -Call toll-free1-800-PROXIES (1-800-776-9437) in the United States or +1-201-299-4446 worldwide from any touchtone telephone and follow the instructions. Have your proxy card available when you call.
Vote online or by phone until 11:59 p.m. Eastern Time the day before the meeting.
MAIL** -**Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON** -**You may vote your shares in person by attending the Annual Meeting.
GO GREEN** -**e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via equiniti.com/us/ast-access to enjoy online access.
COMPANY NUMBER
ACCOUNT NUMBER
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report on Form 10-K
are available at www.astproxyportal.com/ast/03170
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.
| 21103030000000000000 9 | 021826 |
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
The Board of Directors recommends you vote FOR ALL NOMINEES below.
| 1. Election of the following Nominees: | ||
|---|---|---|
| NOMINEES: | ||
| ☐ ☐ ☐ | FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) | ¡ Henry A. Alpert ¡ Jerome L. Coben ¡ H. C. Charles Diao ¡ Louis J. Grabowsky ¡ Lacy M. Johnson ¡ Ronald J. Kramer ¡ James W. Sight ¡ Samanta Hegedus Stewart ¡ Kevin F. Sullivan ¡ Michelle L. Taylor ¡ Cheryl L. Turnbull |
| INSTRUCTIONS: | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: |
|---|
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ |
|---|
| The Board of Directors recommends you vote FOR proposals 2 and 3. | ||||
|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN | ||
| 2. | Approval of the resolution approving the compensation of our executive officers as disclosed in the Proxy Statement. | ☐ | ☐ | ☐ |
| 3. | Ratification of the selection by our audit committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2026. | ☐ | ☐ | ☐ |
| 4. | Upon such other business as may properly come before the meeting or any adjournment thereof. | |||
| PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE | ||||
| Signature of Stockholder | Date: | Signature of Stockholder | Date: |
|---|
| Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.