Form 8-K

8-K — GRIFFON CORP

Accession: 0001628280-26-031705

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000050725

SIC: 3442 (METAL DOORS, SASH, FRAMES, MOLDING & TRIM)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gff-20260507.htm (Primary)

EX-99.1 (gffq22026exhibit991.htm)

GRAPHIC — GRAPHIC IMAGE (griffonlogoprimaryonwhiteaa.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gff-20260507.htm · Sequence: 1

gff-20260507

0000050725false00000507252026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

GRIFFON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-06620

11-1893410

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

712 Fifth Avenue, 18th Floor

New York, New York 10019

(Address of Principal Executive Offices) (Zip Code)

(212) 957-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2026 Griffon Corporation (the “Registrant”) issued a press release announcing the Registrant’s financial results for the fiscal second quarter ended March 31, 2026. A copy of the Registrant’s press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated May 7, 2026

The information filed as an exhibit to this Form 8-K is being furnished in accordance with Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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 hereunto duly authorized.

GRIFFON CORPORATION

By: /s/ Brian G. Harris

Brian G. Harris

EVP and Chief Financial Officer

Date: May 7, 2026

Exhibit Index

99.1 Press release, dated May 7, 2026

EX-99.1

Filename: gffq22026exhibit991.htm · Sequence: 2

Document

Griffon Corporation Announces Second Quarter Results

NEW YORK, NEW YORK, May 7, 2026 – Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) today reported results for the fiscal 2026 second quarter ended March 31, 2026.

Revenue for the second quarter totaled $421.9 million, a 1% decrease compared to $426.7 million 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.

Income from continuing operations totaled $46.9 million, or $1.03 per share, compared to $49.8 million, or $1.06 per share, in the prior year quarter. Excluding all items that affect comparability from both periods, adjusted income from continuing operations (a non-GAAP measure) was $48.1 million, or $1.05 per share, in the current year quarter compared to $49.5 million, or $1.05 per share, in the prior year quarter. For a reconciliation of income from continuing operations to adjusted income from continuing operations (a non-GAAP measure), and earnings per share from continuing operations to adjusted earnings per share from continuing operations (a non-GAAP measure), see the attached table.

Adjusted EBITDA from continuing operations for the second quarter was $97.8 million, a 4% decrease from the prior year quarter of $101.7 million, driven by the decreased revenue noted above, the unfavorable impact of decreased volume on overhead absorption, and increased material costs. For a definition of adjusted EBITDA and a reconciliation of net income to adjusted EBITDA (a non-GAAP measure), see the attached table.

“Our team delivered solid performance this quarter, and Griffon is on track for another strong year," said Ronald J. Kramer, Chairman and CEO of Griffon. "The strategic actions we announced in the quarter to streamline our business into a pure-play building products company are progressing well. Given our first half results, and continued confidence in our outlook, we are maintaining our financial guidance for the fiscal year."

"During our first half, we returned $72 million to shareholders through dividends and share repurchases while maintaining our net debt to EBITDA leverage," continued Mr. Kramer. "We will continue to follow our balanced capital allocation strategy to maintain our strong balance sheet while returning value to our shareholders."

Taxes

The Company reported pre-tax income from continuing operations for the quarters ended March 31, 2026 and 2025, and recognized effective tax rates of 27.8% and 26.3%, respectively. Excluding all items that affect comparability, the effective tax rates for the quarters ended March 31, 2026 and 2025 were 27.7% and 27.8%, respectively.

Balance Sheet and Capital Expenditures

As of March 31, 2026, the Company had cash and equivalents of $109.7 million and total debt outstanding of $1.4 billion, resulting in net debt of $1.3 billion. Leverage, as calculated in accordance with our credit agreement (see the attached table), was 2.4x net debt to EBITDA as of March 31, 2026 compared to 2.6x as of March 31, 2025 and 2.4x as of September 30, 2025. Free cash flow from continuing operations was $100.7 million and capital expenditures, net, were $17.6 million for the six month period ended March 31, 2026. At March 31, 2026, borrowing availability under the revolving credit facility was $436.8 million, subject to certain loan covenants. For a reconciliation and definition of free cash flow from continuing operations (a non-GAAP measure), to net cash provided by operating activities from continuing operations, see the attached table.

Share Repurchases

Share repurchases during the quarter ended March 31, 2026 totaled 0.4 million shares of common stock, for a total of $32.9 million, or an average of $78.03 per share. As of March 31, 2026, $247.0 million remained under the Board authorized share repurchase program. Since April 2023 and through March 31, 2026, the Company purchased 11.5 million shares of common stock or 20.1% of the outstanding shares, for a total of $610.9 million or an average of $53.21 per share.

Strategic Actions Update

On February 5, 2026, Griffon announced entering into a definitive agreement with ONCAP, the mid-market private equity platform of Onex Corporation (TSX:ONEX), to form a joint venture which will include the AMES U.S. and Canada businesses. In addition, Griffon announced the exploration of strategic alternatives for the AMES Australia and United Kingdom businesses, and the combination of Hunter Fan with the Home and Building Products (HBP) segment.

Griffon expects to close the joint venture with ONCAP by the end of June 2026. The strategic process for AMES Australia is active and ongoing, and Griffon is in the process of exiting the United Kingdom. Griffon expects these strategic actions to be completed by the end of the calendar year.

Starting with Griffon’s fiscal second quarter, AMES U.S., Canada, Australia, and UK are reported as discontinued operations, and Griffon reports the financial results of its continuing operations as a single segment.

2026 Outlook

Griffon's fiscal year 2026 outlook is unchanged from the first quarter, and is consistent with the expected contributions from the legacy HBP segment and Hunter Fan as included within Griffon’s guidance provided in November 2025.

Griffon expects fiscal 2026 revenue from continuing operations to be $1.8 billion. Adjusted EBITDA, presented to reflect Griffon's new reporting structure, is expected to be $458 million, excluding certain charges that affect comparability. Free cash flow from continuing operations, including capital expenditures of $50 million, is expected to exceed net income from continuing operations, with depreciation of $27 million and amortization of $15 million. Fiscal year 2026 interest expense is expected to be $93 million, excluding any interest income from the anticipated AMES joint venture. Griffon’s normalized tax rate is expected to be 28%.

Conference Call Information

The Company will hold a conference call today, May 7, 2026, at 8:30 AM ET.

The call can be accessed by dialing 1-877-407-0792 (U.S. participants) or 1-201-689-8263 (International participants). Callers should ask to be connected to the Griffon Corporation teleconference or provide conference ID number 13759508. Participants are encouraged to dial-in at least 10 minutes before the scheduled start time.

A replay of the call will be available starting on Thursday, May 7, 2026, at 11:30 AM ET by dialing 1-844-512-2921 (U.S.) or 1-412-317-6671 (International) and entering the conference ID number: 13759508. The replay will be available through Thursday, May 21, 2026, at 11:59 PM ET.

Forward-looking Statements

“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related 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 that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” "achieves,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; Griffon’s ability to achieve expected savings and improved operational results from cost control, restructuring, integration and disposal initiatives; the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon; the ability of Griffon to expand into new geographic and/or 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 Griffon; the potential impact of seasonal variations and uncertain weather patterns; political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in economic conditions in the United States ("U.S.") or internationally including inflation, interest rate and currency exchange fluctuations; the reliance on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services, 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 certain products; 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 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. 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.

About Griffon Corporation

Griffon Corporation is a leading provider of residential and commercial building products. The Company is the largest North American manufacturer and marketer of garage doors under the Clopay, IDEAL and Holmes brands, and rolling steel door and grille products under the Clopay, Cornell, and Cookson brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold under the Hunter, Casablanca, and Jan Fan brands.

The AMES North America, Australia, and United Kingdom businesses are classified as discontinued operations.

For more information on Griffon, please see the Company’s website at www.griffon.com.

Company Contact Investor Relations Contact

Brian G. Harris Tom Cook

EVP & Chief Financial Officer Managing Director

Griffon Corporation ICR Inc.

(212) 957-5000 (203) 682-8250

IR@griffon.com

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share data)

(Unaudited)

Three Months Ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Revenue $ 421,860 $ 426,684 $ 876,120 $ 870,137

Cost of goods and services 229,871 228,337 475,398 460,403

Gross profit 191,989 198,347 400,722 409,734

Selling, general and administrative expenses 104,643 107,461 213,963 214,507

Income from continuing operations 87,346 90,886 186,759 195,227

Other income (expense)

Interest expense (21,137) (23,857) (43,130) (48,695)

Interest income 4 241 241 339

Loss from debt extinguishment — — (556) —

Other, net (1,238) 317 (2,616) 586

Total other expense, net (22,371) (23,299) (46,061) (47,770)

Income before taxes from continuing operations 64,975 67,587 140,698 147,457

Provision for income taxes from continuing operations 18,038 17,782 38,189 38,516

Income from continuing operations $ 46,937 $ 49,805 $ 102,509 $ 108,941

Discontinued operations:

Income (loss) from operations of discontinued operations $ (37,770) $ 11,050 $ (23,527) $ 28,600

Provision (benefit) for income taxes (10,151) 4,093 (4,723) 9,928

Income (loss) from discontinued operations (27,619) 6,957 (18,804) 18,672

Net income $ 19,318 $ 56,762 $ 83,705 $ 127,613

Basic earnings per common share:

Income from continuing operations $ 1.05 $ 1.09 $ 2.30 $ 2.39

Income (loss) from discontinued operations (0.62) 0.15 (0.42) 0.41

Basic earnings per common share $ 0.43 $ 1.24 $ 1.88 $ 2.80

Basic weighted-average shares outstanding 44,616 45,658 44,636 45,598

Diluted earnings per common share:

Income from continuing operations $ 1.03 $ 1.06 $ 2.24 $ 2.31

Income (loss) from discontinued operations (0.60) 0.15 (0.41) 0.40

Diluted earnings per common share $ 0.42 $ 1.21 $ 1.83 $ 2.70

Diluted weighted-average shares outstanding 45,690 46,900 45,727 47,226

Dividends paid per common share $ 0.22 $ 0.18 $ 0.44 $ 0.36

Net income $ 19,318 $ 56,762 $ 83,705 $ 127,613

Other comprehensive income (loss), net of taxes:

Foreign currency translation adjustments 1,020 2,970 4,621 (17,048)

Pension and other post retirement plans 1,927 541 3,855 596

Change in cash flow hedges (773) (1,094) (1,750) 1,170

Total other comprehensive income (loss), net of taxes 2,174 2,417 6,726 (15,282)

Comprehensive income, net $ 21,492 $ 59,179 $ 90,431 $ 112,331

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

March 31,

2026 September 30,

2025

CURRENT ASSETS

Cash and equivalents $ 109,672 $ 99,045

Accounts receivable, net of allowances of $5,999 and $5,641

200,906 196,957

Inventories 184,163 171,747

Prepaid and other current assets 39,308 42,079

Assets of discontinued operations held for sale 695,755 735,816

Total Current Assets 1,229,804 1,245,644

PROPERTY, PLANT AND EQUIPMENT, net 202,637 195,950

OPERATING LEASE RIGHT-OF-USE ASSETS 68,355 53,041

GOODWILL 191,253 191,253

INTANGIBLE ASSETS, net 349,975 363,955

OTHER ASSETS 24,249 26,191

Total Assets $ 2,066,273 $ 2,076,034

CURRENT LIABILITIES

Notes payable and current portion of long-term debt $ 8,018 $ 8,033

Accounts payable 84,805 57,663

Accrued liabilities 92,643 114,628

Current portion of operating lease liabilities 17,232 15,473

Liabilities of discontinued operations held for sale 226,923 250,390

Total Current Liabilities 429,621 446,187

LONG-TERM DEBT, net 1,394,836 1,404,276

LONG-TERM OPERATING LEASE LIABILITIES 55,201 40,453

OTHER LIABILITIES 92,168 111,146

Total Liabilities 1,971,826 2,002,062

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY

Total Shareholders’ Equity 94,447 73,972

Total Liabilities and Shareholders’ Equity $ 2,066,273 $ 2,076,034

GRIFFON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

Six Months Ended March 31,

2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS:

Net income $ 83,705 $ 127,613

Net (income) loss from discontinued operations 18,804 (18,672)

Income from continuing operations 102,509 108,941

Adjustments to reconcile net income to net cash provided by operating activities - continuing operations:

Depreciation and amortization 19,581 19,091

Stock-based compensation 13,758 11,262

Provision (recovery) for losses on accounts receivable 216 (309)

Amortization of debt discounts and issuance costs 2,008 2,053

Loss from debt extinguishment 556 —

Pension and other post-retirement non-cash charges

3,940 570

Deferred income tax provision (benefit) (124) —

Change in assets and liabilities:

Increase in accounts receivable (1,984) (5,757)

Increase in inventories (12,537) (11,096)

Decrease in prepaid and other assets 797 6,463

Increase (decrease) in accounts payable, accrued liabilities and other liabilities (9,899) 9,434

Other changes (507) (955)

Net cash provided by operating activities - continuing operations 118,314 139,697

CASH FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS:

Acquisition of property, plant and equipment (17,652) (25,938)

Other, net — 137

Net cash used in investing activities - continuing operations (17,652) (25,801)

CASH FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS:

Dividends paid (21,218) (23,441)

Purchase of shares for treasury (64,459) (121,453)

Proceeds from long-term debt 50,000 63,000

Payments of long-term debt (62,012) (52,011)

Other, net (69) (27)

Net cash used in financing activities - continuing operations (97,758) (133,932)

CASH FLOWS FROM DISCONTINUED OPERATIONS:

Net cash provided by operating activities 10,913 19,437

Net cash provided by (used in) investing activities (2,148) 12,341

Net cash used in financing activities (60) (68)

Net cash provided by discontinued operations 8,705 31,710

Effect of exchange rate changes on cash and equivalents (982) 1,709

NET INCREASE IN CASH AND EQUIVALENTS 10,627 13,383

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 99,045 114,438

CASH AND EQUIVALENTS AT END OF PERIOD $ 109,672 $ 127,821

Supplemental Disclosure of Non-Cash Flow Information:

Capital expenditures in accounts payable $ 2,035 $ 1,150

Griffon uses adjusted income from continuing operations, and the related adjusted earnings per share from continuing operations as key metrics in evaluating performance. These key metrics are non-GAAP measures that exclude the impact of retirement plan events, 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. The following table provides a reconciliation of net income to 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:

For the Three Months Ended March 31, For the Six Months Ended March 31,

2026 2025 2026 2025

(in thousands, except per share data)

(Unaudited)

Net income $ 19,318 $ 56,762 $ 83,705 $ 127,613

Less: Income (loss) from discontinued operations (27,619) 6,957 (18,804) 18,672

Income from continuing operations 46,937 49,805 102,509 108,941

Adjusting items:

Impact of retirement plan events(1)

1,609 — 3,218 —

Loss from debt extinguishment — — 556 —

Strategic review - retention and other — 889 — 1,778

Tax impact of above items(2)

(384) (219) (900) (439)

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

(14) (1,006) 215 (1,134)

Adjusted income from continuing operations $ 48,148 $ 49,469 $ 105,598 $ 109,146

Earnings per common share from continuing operations $ 1.03 $ 1.06 $ 2.24 $ 2.31

Adjusting items, net of tax:

Impact of retirement plan events(1)

0.03 — 0.05 —

Loss from debt extinguishment — — 0.01 —

Strategic review - retention and other — 0.01 — 0.03

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

— (0.02) — (0.02)

Adjusted earnings per common share from continuing operations $ 1.05 $ 1.05 $ 2.31 $ 2.31

Diluted weighted-average shares outstanding 45,690 46,900 45,727 47,226

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

(1) For the three and six months ended March 31, 2026, the impact of retirement plan events relates to non-cash charges of $1.6 million and $3.2 million included in Other, net associated with the establishment of a retiree medical plan. The Company will recognize a non-cash charge related to such plan of $5.4 million ratably over the first 10 months of fiscal 2026.

(2) The tax impact for the above reconciling adjustments from GAAP net income to non-GAAP adjusted income from continuing operations, and the related adjusted EPS from continuing operations, 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.

Griffon uses adjusted EBITDA as a key metric in evaluating performance. Adjusted EBITDA, a non-GAAP measure, is defined as income before taxes from continuing operations, excluding interest income and expense, depreciation and amortization, strategic review charges, and non-cash impairment charges, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors. The following tables provides a reconciliation of net income to adjusted EBITDA:

For the Three Months Ended March 31, For the Six Months Ended March 31,

(in thousands) 2026 2025 2026 2025

Net income $ 19,318 $ 56,762 $ 83,705 $ 127,613

Less: Income (loss) from discontinued operations (27,619) 6,957 (18,804) 18,672

Income from continuing operations 46,937 49,805 102,509 108,941

Net interest expense 21,133 23,616 42,889 48,356

Depreciation and amortization 10,063 9,593 19,581 19,091

Provision for income taxes 18,038 17,782 38,189 38,516

Impact of retirement plan events

1,609 — 3,218 —

Loss from debt extinguishment — — 556 —

Strategic review - retention and other — 889 — 1,778

Adjusted EBITDA, continuing operations $ 97,780 $ 101,685 $ 206,942 $ 216,682

Griffon believes free cash flow ("FCF", a non-GAAP measure) from continuing operations is a useful measure for investors because it demonstrates the Company's ability to generate cash from operations for purposes such as repaying debt, funding acquisitions and paying dividends. FCF from continuing operations is defined as net cash provided by operating activities from continuing operations less capital expenditures, net of proceeds. The following table provides a reconciliation of net cash provided by operating activities from continuing operations to FCF from continuing operations:

For the Six Months Ended March 31,

(in thousands) 2026 2025

Net cash provided by operating activities - continuing operations $ 118,314 $ 139,697

Acquisition of property, plant and equipment (17,652) (25,938)

FCF - continuing operations $ 100,662 $ 113,759

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. The following table provides a calculation of our net debt to EBITDA leverage ratio as calculated per our credit agreement:

(in thousands) March 31,

2026

Cash and equivalents $ 109,672

Notes payable and current portion of long-term debt $ 8,018

Long-term debt, net of current maturities 1,394,836

Debt discount/premium and issuance costs 8,939

Total gross debt - continuing basis 1,411,793

Discontinued operations 332

Total gross debt including discontinued operations $ 1,412,125

Debt, net of cash and equivalents $ 1,302,453

TTM adjusted EBITDA

$ 519,677

TTM stock-based compensation, including discontinued operations

27,828

TTM EBITDA, per debt compliance(1)

$ 547,505

Leverage ratio 2.4x

______________________________

(1) Griffon defines EBITDA per bank compliance as operating results including discontinued operations and excluding 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, plus stock based compensation. See following table for calculation of TTM EBITDA, per debt compliance for the six months ended March 31, 2026. For the six months ended March 31, 2025 and year ended September 30, 2025, see the Company's previously reported earnings releases on Form 8-K furnished to the SEC.

The following table provides a reconciliation of adjusted EBITDA including stock-based compensation to TTM EBITDA, per debt compliance:

Year ended September 30, For the Six Months Ended March 31, TTM March 31,

(in thousands)

2025(1)

2026(2)

2025(1)

2026

Adjusted EBITDA

$ 522,293 $ 247,101 $ 249,717 $ 519,677

Add: Stock-based compensation expense 25,483 14,238 11,893 27,828

EBITDA, per debt compliance $ 547,776 $ 261,339 $ 261,610 $ 547,505

_________________________________

(1) As previously reported in the Company's earnings release on Form 8-K furnished to the SEC.

(2) The following table provides a reconciliation of adjusted EBITDA from continuing operations, including stock compensation to EBITDA, per debt compliance for the six months ended March 31, 2026:

For the Six Months Ended March 31,

(in thousands)

2026

Adjusted EBITDA:

Continuing operations $ 206,942

Discontinued operations 40,159

Total $ 247,101

Stock-based Compensation:

Continuing operations 13,758

Discontinued operations 480

Total 14,238

EBITDA, per debt compliance $ 261,339

The following tables provide a reconciliation of selling, general and administrative expenses for items that affect comparability for the three and six months ended March 31, 2026 and 2025:

For the Three Months Ended March 31. For the Six Months Ended March 31,

(in thousands) 2026 2025 2026 2025

Selling, general and administrative expenses, as reported $ 104,643 $ 107,461 $ 213,963 $ 214,507

% of revenue 24.8 % 25.2 % 24.4 % 24.7 %

Adjusting items:

Strategic review - retention and other — (889) — (1,778)

Selling, general and administrative expenses, as adjusted $ 104,643 $ 106,572 $ 213,963 $ 212,729

% of revenue 24.8 % 25.0 % 24.4 % 24.4 %

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v3.26.1

Cover Cover

May 07, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

May 07, 2026

Entity Registrant Name

GRIFFON CORPORATION

Entity Incorporation, State or Country Code

Entity File Number

001-06620

Entity Tax Identification Number

11-1893410

Entity Address, Address Line One

712 Fifth Avenue, 18th Floor

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10019

City Area Code

212

Local Phone Number

957-5000

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.25 par value

Trading Symbol

GFF

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0000050725

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

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dei_AmendmentFlag

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- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

Cover page.

+ References

No definition available.

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Name:

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Data Type:

xbrli:stringItemType

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

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dei_

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xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

+ References

No definition available.

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Name:

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Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

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- Definition

Code for the postal or zip code

+ References

No definition available.

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Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

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Data Type:

dei:stateOrProvinceItemType

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duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityCentralIndexKey

Namespace Prefix:

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Data Type:

dei:centralIndexKeyItemType

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

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duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

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duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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Balance Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityTaxIdentificationNumber

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Data Type:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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xbrli:booleanItemType

Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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