GRIFFON CORP

Previous wording

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 strive to provide highly sought-after and differentiated products under well-regarded brands which clearly separate us from our competitors and strengthen our relationships with our customers and those who ultimately use our products.

Current wording

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 strive to provide highly sought-after and differentiated products under well-trusted brands which distinguish us from our competitors and strengthen our relationships with our customers and those who ultimately use our products.

Previous wording

We have developed a diverse portfolio of product offerings and brands, sold through multiple sales and distribution channels, serving both residential and commercial end customers. This diversity provides stability to our operations and reduces the effects of external factors such as economic and construction cycles.

Current wording

We have developed a diverse portfolio of product offerings and brands, sold through multiple sales and distribution channels, serving both residential and commercial end customers. This diversity provides stability to our operations and mitigates the effects of external factors such as economic and construction cycles.

Previous wording

On February 5, 2026, Griffon announced it entered into a definitive agreement to form a joint venture with ONCAP, the mid-market private equity platform of Onex Corporation (TSX:ONEX), to create a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers. The joint venture will combine the United States and Canada businesses of Griffon’s AMES Companies (“AMES”) with the Bellota Tools, Corona, and Burgon & Ball businesses of Venanpri, an ONCAP majority-owned portfolio company. The joint venture will be managed as a subsidiary of Venanpri which, together with other affiliates of ONCAP, will hold a 57% equity interest. Upon closing of the transaction, Griffon will receive consideration of $100,000 in cash, subject to working capital adjustments, will enter into a credit agreement with the joint venture to evidence a $161,100 second-lien loan provided to the joint venture, and will participate in the governance and oversight of the joint venture as a 43% equity holder. Griffon will accrue interest receivable on the second-lien loan through the date of maturity. The joint venture will be financed through committed debt financing, in addition to the second-lien loan provided by Griffon. This transaction is subject to customary closing conditions and, after closing, which is expected to occur by the end of June 2026, Griffon’s interest in the joint venture will be accounted for as an equity method investment. As of March 31, 2026, the Company recorded a loss of $22,648 on assets held for sale because the carrying value of the United States ("U.S.") and Canada businesses of the AMES Companies is greater than its estimated fair value less its cost to sell.

Current wording

On February 5, 2026, Griffon announced that it entered into a definitive agreement to form a joint venture with ONCAP Management Partners, L.P. (“ONCAP”), the mid-market private equity platform of Onex Corporation (TSX:ONEX), to create a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers. The joint venture combines the United States and Canada businesses of Griffon’s AMES Companies (“AMES North America”) with the Bellota Tools, Corona, and Burgon & Ball businesses of VNPI Global Investments and Services, S.L. and Bellota Holding AG (“Venanpri”), an ONCAP majority-owned portfolio company. On June 9, 2026, Griffon completed the previously announced formation of the joint venture between its AMES North America business and Venanpri. The joint venture, named Veritage Brands (“Veritage”), is managed as a subsidiary of Venanpri which, together with other affiliates of ONCAP, holds a 57% equity interest. Upon closing, Griffon received $100,000 in cash, a $161,100 second-lien paid-in-kind ("PIK") debt receivable, and will participant in the governance and oversight of the joint venture with its 43% equity interest that has an initial carrying value of $118,600. Griffon's investment in the joint venture is accounted for under the equity method. Refer to Note 7, Equity Method Investment for further details.

Previous wording

Griffon also announced on February 5, 2026 the initiation of a comprehensive review of strategic alternatives for its AMES Australia and United Kingdom ("U.K.") operations. The strategic process for AMES Australia is active and ongoing and we expect to complete the process by the end of the calendar year. As of March 31, 2026, the Company ceased its AMES U.K. operations and will liquidate its assets and settle its liabilities. As a result of these actions, AMES’ U.S., Canada, Australia, and U.K. operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Except for certain U.K. assets and liabilities not held for sale, we classified the assets and liabilities associated with the AMES' U.S., Canada, Australia and U.K. discontinued operations as held for sale in the Condensed Consolidated Balance Sheets. The U.K. assets classified as held for sale relate to inventory and property, plant and equipment that will be sold in liquidation. Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless specifically noted otherwise. Refer to Note 15, Discontinued Operations, for further details.

Current wording

As a result of these actions, AMES North America, Australia, and U.K. operations are reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Except for certain U.K. assets and liabilities not held for sale, we classified the assets and liabilities associated with AMES North America, Australia and U.K. operations as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2025 and we classified the assets and liabilities associated with AMES' Australia and U.K. discontinued operations as held for sale in the Condensed Consolidated Balance Sheet as of June 30, 2026. The U.K. assets classified as held for sale relate to inventory and property, plant and equipment that will be sold in liquidation. Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless specifically noted otherwise. Refer to Note 16, Discontinued Operations for further details.

Previous wording

Griffon now conducts its operations through one reportable segment, managed on a consolidated basis. All prior period comparative segment information presented has been applied retrospectively to reflect the new segment structure. For further information regarding our segment reporting, see Note 12, Reportable Segment.

Current wording

Griffon now conducts its operations through one reportable segment. All prior period comparative segment information presented has been applied retrospectively to reflect the new segment structure. For further information regarding our segment reporting, see Note 13, Reportable Segment.

Previous wording

The following table summarizes our results of continuing operations for the three and six months ended March 31, 2026 and 2025:

Current wording

The following table summarizes our results of continuing operations for the three and nine months ended June 30, 2026 and 2025:

Previous wording

Revenue for the quarter ended March 31, 2026 totaled $421,860, a 1% decrease compared to $426,684 in the prior year quarter, due to decreased volume of 6% primarily driven by residential, partially offset by favorable price and mix of 5% driven by both residential and commercial.

Current wording

Revenue for the quarter ended June 30, 2026 totaled $481,370, a 7% increase compared to $449,692 in the prior year quarter, due to favorable price and mix of 6% driven by both residential and commercial, and increased volume of 1% driven primarily by residential.

Previous wording

Revenue for the six months ended March 31, 2026 totaled $876,120, a 1% increase compared to $870,137 in the prior year, due to favorable price and mix of 6% driven by both residential and commercial, partially offset by decreased volume of 5% primarily driven by residential.

Current wording

Revenue for the nine months ended June 30, 2026 totaled $1,357,490, a 3% increase compared to $1,319,829 in the prior year, due to favorable price and mix of 6% driven by both residential and commercial, partially offset by decreased volume of 3% driven by residential.

Previous wording

Selling, general and administrative (“SG&A”) expenses for the quarter ended March 31, 2026 of $104,643, or 24.8% of revenue, decreased 3% from $107,461, or 25.2% of revenue, in the prior year quarter. In the quarter ended March 31, 2025, SG&A expenses included strategic review (retention and other) expenses of $889. Excluding this item in the prior year, SG&A expenses in the quarter ended March 31, 2026 of $104,643, or 24.8% of revenue, decreased $1,929 or 2% compared to $106,572, or 25.0% of revenue, in the prior year quarter. The decrease was primarily due to decreases in distribution and administrative costs, partially offset by increased stock compensation expenses.

Current wording

Selling, general and administrative (“SG&A”) expenses for the quarter ended June 30, 2026 of $110,552, or 23.0% of revenue, increased 3% from $107,283, or 23.9% of revenue, in the prior year quarter. In the quarter ended June 30, 2025, SG&A expenses included strategic review (retention and other) expenses of $790. Excluding this item in the prior year, SG&A expenses for the quarter ended June 30, 2026 of $110,552, or 23.0% of revenue, increased 4% compared to $106,493, or 23.7% of revenue, in the prior year quarter. The increase was primarily due to increased distribution and stock compensation expense, offset by decreases in administrative expenses.

Previous wording

Selling, general and administrative expenses for the six months ended March 31, 2026 of $213,963, or 24.4% of revenue compared with the prior year of $214,507, or 24.7% of revenue. In the six months ended March 31, 2025, SG&A expenses included strategic review (retention and other) expenses of $1,778. Excluding this item in the prior year, SG&A expenses in the six months ended March 31, 2026 of $213,963, or 24.4% of revenue, increased $1,234 or 1%, compared to $212,729, or 24.4% of revenue, in the prior year period. The increase was primarily due to stock compensation expense, partially offset by decreases in distribution and administrative costs.

Current wording

Selling, general and administrative expenses for the nine months ended June 30, 2026 of $324,515, or 23.9% of revenue increased 1% from $321,790, or 24.4% of revenue, in the prior year. In the nine months ended June 30, 2025, SG&A expenses included strategic review (retention and other) expenses of $2,568. Excluding this item in the prior year, SG&A expenses in the nine months ended June 30, 2026 of $324,515, or 23.9% of revenue, increased 2% compared to $319,222, or 24.2% of revenue, in the prior year period. The increase was primarily due to increased distribution and stock compensation expense, offset by decreases in administrative expenses.

Previous wording

For the quarters ended March 31, 2026 and 2025, SG&A expenses included stock based compensation expense related to restricted stock and restricted stock unit awards totaling $7,688 and $6,182, respectively. For the six months ended March 31, 2026 and 2025, stock based compensation expense related to restricted stock and restricted stock unit awards totaled $13,758 and $11,262, respectively.

Current wording

For the quarters ended June 30, 2026 and 2025, SG&A expenses included stock based compensation expense related to restricted stock and restricted stock unit awards totaling $6,894 and $5,636, respectively. For the nine months ended June 30, 2026 and 2025, stock based compensation expense related to restricted stock and restricted stock unit awards totaled $20,652 and $16,898, respectively.

Previous wording

For the quarter ended March 31, 2026, depreciation and amortization of $10,063 increased $470 compared to $9,593 in the prior year quarter, and for the six months ended March 31, 2026, depreciation and amortization of $19,581 increased $490 compared to $19,091 in the prior year period. The increase in both the three and six months ended March 31, 2026, is primarily due to depreciation for new assets placed in service.

Current wording

For the quarter ended June 30, 2026, depreciation and amortization of $10,276 increased $613 compared to $9,663 in the prior year quarter, and for the nine months ended June 30, 2026, depreciation and amortization of $29,857 increased $1,103 compared to $28,754 in the prior year period. The increase in both the three and nine months ended June 30, 2026, is primarily due to depreciation for new assets placed in service.

Previous wording

For the quarter ended March 31, 2026, interest expense, net of $21,133 decreased $2,483 or 11% compared to $23,616 in the prior year quarter, and for the six months ended March 31, 2026, interest expense, net of $42,889 decreased $5,467 or 11% compared to $48,356 in the prior year quarter, primarily as a result of decreased outstanding borrowings and decreased variable interest rates on our Term Loan B and Revolver.

Current wording

For the quarter ended June 30, 2026, interest expense, net of $20,122 decreased $3,856 or 16% compared to $23,978 in the prior year quarter, and for the nine months ended June 30, 2026, interest expense, net of $63,011 decreased $9,323 or 13% compared to $72,334 in the prior year quarter, primarily as a result of decreased outstanding borrowings and decreased variable interest rates on our Term Loan B and Revolver.

Previous wording

For the quarters ended March 31, 2026 and 2025, Other income (expense) of $(1,238) and $317, respectively, includes $134 and ($6), respectively, of net currency exchange gains (losses) 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 expense of $(1,908) and $(40), respectively, net gains (losses) on investments of $122 and $(16), respectively, and royalty income of $445 and $556, respectively. Net periodic benefit plan expense includes a charge of $1,609 recorded in the three months ended March 31, 2026 associated with the establishment of a new retiree medical plan. Refer to Note 13 - Employee Benefit Plans for additional details.

Current wording

For the quarters ended June 30, 2026 and 2025, Other income (expense) of $(2,576) and $272, respectively, includes ($71) and $326, respectively, of net currency exchange gains (losses) 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 expense of $1,954 and $91, respectively, net losses on investments of $564 and $424, respectively, and royalty income of $471 and $501, respectively. Net periodic benefit plan expense includes a charge of $1,608 recorded in the three months ended June 30, 2026 associated with the establishment of a new retiree medical plan. Refer to Note 14 - Employee Benefit Plans for additional details.

Previous wording

For the six months ended March 31, 2026 and 2025, Other income (expense) of $(2,616) and $586, respectively, includes $283 and $(276), respectively, of net currency exchange gains (losses) 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 expense of $(3,815) and $(81), respectively, net gains (losses) on investments of $(7) and $54, respectively, and royalty income of $964 and $1,146, respectively. Net periodic benefit plan expense includes a charge of $3,218 recorded in the six months ended March 31, 2026 associated with the establishment of a new retiree medical plan. Refer to Note 13 - Employee Benefit Plans for additional details.

Current wording

For the nine months ended June 30, 2026 and 2025, Other income (expense) of $(5,192) and $858, respectively, includes $213 and $50, 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 expense of $5,867 and $272, respectively, net losses on investments of $571 and $370, respectively, and royalty income of $1,434 and $1,647, respectively. Net periodic benefit plan expense includes a charge of $4,826 recorded in the nine months ended June 30, 2026 associated with the establishment of a new retiree medical plan. Refer to Note 14 - Employee Benefit Plans for additional details.

Previous wording

During the quarter ended March 31, 2026, the Company recognized a tax provision of $18,038 on income before taxes from continuing operations of $64,975, compared to a tax provision of $17,782 on income before taxes from continuing operations of $67,587 in the prior year quarter. The current year quarter results included the impact of retirement plan events of $1,609 ($1,225, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $14. The prior year quarter results included strategic review costs - retention and other of $889 ($670, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $1,006. Excluding these items, the effective tax rates for the quarters ended March 31, 2026 and 2025 were 27.7% and 27.8%, respectively.

Current wording

During the quarter ended June 30, 2026, the Company recognized a tax provision of $25,660 on income before taxes from continuing operations of $91,971, compared to a tax benefit of $47,105 on a loss before taxes from continuing operations of $155,760 in the prior year quarter. The current year quarter results included the impact of retirement plan events of $1,608 ($1,225, net of tax); loss from debt extinguishment of $833 ($635, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $139. The prior year quarter results included goodwill and intangible asset impairment charges of $243,612 ($217,154, net of tax); strategic review costs - retention and other of $790 ($595, net of tax); and discrete and certain other tax benefits, net, that affect comparability of $44,610. Excluding these items, the effective tax rates for the quarters ended June 30, 2026 and 2025 were 27.9% and 27.3%, respectively.

Previous wording

During the six months ended March 31, 2026, the Company recognized a tax provision of $38,189 on income before taxes from continuing operations of $140,698, compared to a tax provision of $38,516 on income before taxes from continuing operations of $147,457 in the comparable prior year period. The six month period ended March 31, 2026 included the impact of retirement plan events of $3,218 ($2,451, net of tax); loss from debt extinguishment of $556, ($423, net of tax); and discrete and other tax provisions, net, that affect comparability of $215. The six month period ended March 31, 2025 included strategic review costs - retention and other of $1,778 ($1,339, net of tax); and discrete and other tax benefits, net, that affect comparability of $1,134. Excluding these items, the effective tax rate for both the six months ended March 31, 2026 and 2025 was 26.9%.

Current wording

During the nine months ended June 30, 2026, the Company recognized a tax provision of $63,849 on income before taxes from continuing operations of $232,669, compared to a tax benefit of $8,589 on a loss before taxes from continuing operations of $8,303 in the comparable prior year period. The nine month period ended June 30, 2026 included the impact of retirement plan events of $4,826 ($3,676, net of tax); loss from debt extinguishment of $1,389 ($1,058, net of tax); and discrete and other tax provisions, net, that affect comparability of $76. The nine month period ended June 30, 2025 included goodwill and intangible asset impairments of $243,612 ($217,154, net of tax); strategic review costs - retention and other of $2,568 ($1,934, net of tax); and discrete and other tax benefits, net, that affect comparability of $45,744. Excluding these items, the effective tax rate for the nine months ended June 30, 2026 and 2025 were 27.3% and 27.0%, respectively.

Previous wording

Income from continuing operations was $46,937 or $1.03 per share, compared to $49,805, or $1.06 per share, in the prior year quarter.

Current wording

Income from continuing operations was $66,311 or $1.47 per share, compared to a loss from continuing operations of $108,655, or $2.40 per share, in the prior year quarter.

Previous wording

– Impact of retirement plan events of $1,609 ($1,225, net of tax, or $0.03 per share); and

Current wording

– Impact of retirement plan events of $1,608 ($1,225, net of tax, or $0.03 per share);

Previous wording

– Discrete and certain other tax benefits, net, of $14 or $0.00 per share.

Current wording

– Discrete and certain other tax benefits, net, of $139 or $0.00 per share.

Previous wording

Excluding these items from the respective quarterly results, income from continuing operations would have been $48,148, or $1.05 per share in the quarter ended March 31, 2026 compared to $49,469, or $1.05 per share, in the prior year quarter.

Current wording

Excluding these items from the respective quarterly results, income from continuing operations would have been $68,032, or $1.51 per share in the quarter ended June 30, 2026 compared to $64,484, or $1.39 per share, in the prior year quarter.

Previous wording

Income from continuing operations was $102,509 or $2.24 per share, compared to $108,941, or $2.31 per share, in the prior year.

Current wording

Income from continuing operations was $168,820 or $3.71 per share, compared to $286, or $0.01 per share, in the prior year.

Previous wording

– Discrete and certain other tax benefits, net, of $1,006 or $0.02 per share.

Current wording

– Loss from debt extinguishment of $1,389 ($1,058, net of tax, or $0.02 per share); and

Previous wording

– Discrete and certain other tax provisions, net, of $215 or $0.00 per share.

Current wording

– Discrete and certain other tax provisions, net, of $76 or $0.00 per share.

Previous wording

Excluding these items from the respective periods, income from continuing operations would have been $105,598, or $2.31 per share in the six months ended March 31, 2026 compared to $109,146, or $2.31 per share, in the prior year period.

Current wording

Excluding these items from the respective periods, income from continuing operations would have been $173,630, or $3.81 per share in the nine months ended June 30, 2026 compared to $173,630, or $3.70 per share, in the prior year period.

Previous wording

Adjusted income from continuing operations and the related adjusted earnings per share from operations, which are non-GAAP measures, are key metrics used by Griffon in evaluating performance. For a reconciliation of income from continuing operations to adjusted income from continuing operations and earnings per share from continuing operations to adjusted earnings per share from continuing operations, refer to the Non-GAAP Financial Measures section below.

Current wording

Adjusted income from continuing operations and the related adjusted earnings per share from operations, which are non-GAAP measures, are key metrics used by Griffon in evaluating performance. For a reconciliation of income (loss) from continuing operations to adjusted income from continuing operations and earnings (loss) per share from continuing operations to adjusted earnings per share from continuing operations, refer to the Non-GAAP Financial Measures section below.

Previous wording

For a definition of adjusted EBITDA and a reconciliation of net income to adjusted EBITDA (a non-GAAP measure), refer to Non-GAAP Financial Measures section below.

Current wording

For a definition of adjusted EBITDA and a reconciliation of net income (loss) to adjusted EBITDA (a non-GAAP measure), refer to Non-GAAP Financial Measures section below.

Previous wording

For the quarter ended March 31, 2026, total other comprehensive income, net of taxes, of $2,174 included a gain of $1,020 from foreign currency translation adjustments primarily due to the strengthening of the Australian Dollar, partially offset by the weakening of the Euro, British Pound and Canadian Dollar, all in comparison to the U.S. Dollar; and a $1,927 benefit from pension amortization, partially offset by a $773 loss on cash flow hedges.

Current wording

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

Previous wording

For the six months ended March 31, 2026, total other comprehensive income, net of taxes, of $6,726 included a gain of $4,621 from foreign currency translation adjustments primarily due to the strengthening of the Australian and Canadian Dollar, partially offset by the weakening of the Euro and the British Pound, all in comparison to the U.S. Dollar; and a $3,855 benefit from pension amortization, partially offset by a $1,750 loss on cash flow hedges.

Current wording

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

Previous wording

As a result of the strategic actions announced on February 5, 2026, AMES’ U.S., Canada, Australia, and U.K. operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Except for certain U.K. assets and liabilities not held for sale, we classified the assets and liabilities associated with the AMES' U.S., Canada, Australia, and U.K. discontinued operations as held for sale in the Condensed Consolidated Balance Sheets. The U.K. assets classified as held for sale relate to inventory and property, plant and equipment that will be sold in liquidation. Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless specifically noted otherwise. At March 31, 2026 and September 30, 2025, Griffon’s assets held for sale totaled $695,755 and $735,816, respectively, and Griffon's liabilities held for sale totaled $226,923 and $250,390, respectively. Refer to Note 15 - Discontinued Operations for additional details.

Current wording

As a result of the strategic actions announced on February 5, 2026, AMES’ U.S., Canada, Australia, and U.K. operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Except for certain U.K. assets and liabilities not held for sale, we classified the assets and liabilities associated with the AMES’ U.S., Canada, Australia and U.K. operations as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2025, and we classified the assets and liabilities associated with the AMES' Australia and U.K. discontinued operations as held for sale in the Condensed Consolidated Balance Sheet as of June 30, 2026. The U.K. assets classified as held for sale relate to inventory and property, plant and equipment that will be sold in liquidation. Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless specifically noted otherwise. At June 30, 2026 and September 30, 2025, Griffon’s assets held for sale totaled $171,466 and $735,816, respectively, and Griffon's liabilities held for sale totaled $53,814 and $250,390, respectively.

Previous wording

As of March 31, 2026, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $51,500. Our intent is to permanently reinvest the funds of continuing operations 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 classified as discontinued operations. The Company has accrued a deferred tax liability for federal, state, and withholding taxes on previously taxed earnings and profit (PTEP) which are not considered permanently reinvested.

Current wording

As of June 30, 2026, the amount of cash, cash equivalents and marketable securities held by foreign subsidiaries was $52,900. Our intent is to permanently reinvest the funds of continuing operations 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 classified as discontinued operations. The Company does not expect repatriation from its discontinued operations to result in significant incremental tax liability.

Previous wording

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 six months ended March 31, 2026, the Company generated $118,314 of net cash from operating activities and, as of March 31, 2026, the Company had $436,848 available, subject to certain loan covenants, for borrowing under the Revolver. The Company had cash and equivalents of $109,672 at March 31, 2026.

Current wording

Griffon's primary sources of liquidity are cash flows generated from operations, cash on hand and our secured $500,000 revolving credit facility ("Revolver"), which matures in August 2028. During the nine months ended June 30, 2026, the Company generated $217,944 of net cash from operating activities and, as of June 30, 2026, the Company had $472,348 available, subject to certain loan covenants, for borrowing under the Revolver. The Company had cash and equivalents of $110,350 at June 30, 2026.

Previous wording

Cash flows provided by operating activities from continuing operations for the six months ended March 31, 2026 was $118,314, compared to $139,697 in the prior year period. In both the six months ended March 31, 2026 and 2025, cash provided by operating activities benefited from increased cash generated from operations and a net increase in net working capital. The net increase in working capital for the six months ended March 31, 2026 was primarily driven by increased inventory and a decrease in accounts payable and accrued liabilities. The net increase in working capital for the six months ended March 31, 2025 was primarily driven by increased inventory and accounts receivable, partially offset by increases in accounts payable and accrued liabilities and a decrease in prepaid and other assets.

Current wording

Cash flows provided by operating activities from continuing operations for the nine months ended June 30, 2026 was $217,944, compared to $234,516 in the prior year period. In both the nine months ended June 30, 2026 and 2025, cash provided by operating activities benefited from increased cash generated from operations and a net increase in net working capital. The net increase in working capital for the nine months ended June 30, 2026 was primarily driven by increases in inventory, accounts receivable and prepaid and other current assets during the period, partially offset by an increase in accounts payable. The net increase in working capital for the nine months ended June 30, 2025 was primarily driven by increases in inventory, prepaid and other current assets and a decrease in accrued liabilities, partially offset by an increase in accounts payable.

Previous wording

During the six months ended March 31, 2026, cash used in financing activities from continuing operations totaled $97,758 compared to $133,932 used in the prior year period. Cash flows used in financing activities from continuing operations in the current period consisted of the purchase of shares of common stock in connection with the board authorized share repurchase program, including excise taxes, and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $64,459, the payment of dividends of $21,218, proceeds related to the Revolver of $50,000, and payments of long-term debt of $62,013 primarily related to the Term Loan B. Cash flows used in financing activities from continuing operations in the prior year period consisted primarily of net proceeds from long-term debt of $10,989, primarily related to the Revolver, the purchase of shares of common stock in connection with the Board authorized share repurchase program and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $121,453, and the payment of dividends of $23,441.

Current wording

Cash flows used in financing activities from continuing operations during the current period primarily consisted of $119,055 for the repurchase of common stock under the board authorized share repurchase program, including excise taxes, and the withholding of common stock to satisfy tax obligations in connection with the vesting of restricted stock; dividend payments of $30,939; and repayments of long-term debt of $199,019, partially offset by $50,000 of borrowings under the Revolver. Payments of long-term debt included $164,000 related to the Term Loan B, consisting of $158,000 of voluntary prepayments and $6,000 of required principal payments, as well as $35,000 of repayments under the Revolver. Cash flows used in financing activities from continuing operations in the prior year period consisted primarily of net payments of long-term debt of $76,018, primarily related to the Revolver, the purchase of shares of common stock in connection with the Board authorized share repurchase program and from common stock withheld to satisfy tax obligations in connection with the vesting of restricted stock, totaling $161,709, and the payment of dividends of $31,622.

Previous wording

During the six months ended March 31, 2026, 166,160 shares, with a market value of $12,505, or an average of $75.26 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. This excludes excise tax benefits of $173.

Current wording

During the nine months ended June 30, 2026, 181,376 shares, with a market value of $13,909, or an average of $76.69 per share, were withheld to settle employee taxes due upon the vesting of restricted stock, and were added to treasury stock. This excludes excise tax benefits of $200.

Previous wording

During the six months ended March 31, 2026, the Board of Directors approved and paid two quarterly cash dividends of $0.22 per share each. During fiscal 2025, the Board of Directors approved four quarterly cash dividends each for $0.18 per share, totaling $0.72 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.

Current wording

During the nine months ended June 30, 2026, the Board of Directors approved and paid three quarterly cash dividends of $0.22 per share each. During fiscal 2025, the Board of Directors approved four quarterly cash dividends each for $0.18 per share, totaling $0.72 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.

Previous wording

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 six months ended March 31, 2026 totaled 668,888 shares of common stock, for a total of $51,003, or an average of $76.25 per share, excluding excise taxes of $510. As of March 31, 2026, $247,010 remained under the Board authorized repurchase program.

Current wording

On November 13, 2024, Griffon announced that the Board of Directors approved an increase of $400,000 to its share repurchase authorization. Under the authorized share repurchase program, the Company may, from time to time, purchase shares of its common stock in the open market, including pursuant to a 10b5-1 plan, pursuant to an accelerated share repurchase program or issuer tender offer, or in privately negotiated transactions. Share repurchases during the nine months ended June 30, 2026 totaled 1,294,676 shares of common stock, for a total of $104,195, or an average of $80.48 per share, excluding excise taxes incurred for share repurchases of $1,042. As of June 30, 2026, $193,818 remained under the Board authorized repurchase program.

Previous wording

During the six months ended March 31, 2026 and 2025, cash provided by discontinued operations from operating activities was $10,913 and $19,437, respectively, related to the AMES’ U.S., Canada, Australia, and U.K. operations. During the six months ended March 31, 2026 and 2025, cash provided by (used in) discontinued operations from investing activities of $(2,148) and $12,341 relates to capital expenditures and proceeds from the sale of real estate. During the six months ended March 31, 2026 and 2025, cash used in discontinued operations from financing activities relates to financing lease payments of $60 and $68, respectively.

Current wording

During the nine months ended June 30, 2026 and 2025, cash provided by operating activities from discontinued operations was $20,873 and $47,144, respectively, related to the AMES’ U.S., Canada, Australia, and U.K. operations. During the nine months ended June 30, 2026 and 2025, cash provided by (used in) discontinued operations from investing activities of $(3,608) and $10,526 relates to capital expenditures and proceeds from the sale of real estate. During the nine months ended June 30, 2026 and 2025, cash used in discontinued operations from financing activities relates to financing lease payments of $78 and $99, respectively.

Previous wording

The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. The Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer. The fair value of the Senior Notes approximated $966,246 on March 31, 2026 based upon quoted market prices (Level 1 inputs). At March 31, 2026, $3,871 of underwriting fees and other expenses incurred remained to be amortized.

Current wording

The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. The Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer. The fair value of the Senior Notes approximated $972,338 on June 30, 2026 based upon quoted market prices (Level 1 inputs). At June 30, 2026, $3,366 of underwriting fees and other expenses incurred remained to be amortized.

Previous wording

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. Additionally, during 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%.

Current wording

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 Revolver provided for under the Credit Agreement. The Term Loan B facility was issued at 99.75% of par value. Additionally, during 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%.