false00000507252025FYP8Yhttp://fasb.org/us-gaap/2025#OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentNetOfTaxPortionAttributableToParenthttp://fasb.org/us-gaap/2025#OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentNetOfTaxPortionAttributableToParenthttp://fasb.org/us-gaap/2025#OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentNetOfTaxPortionAttributableToParenthttp://fasb.org/us-gaap/2025#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2025#CostOfGoodsAndServicesSoldhttp://fasb.org/us-gaap/2025#SellingGeneralAndAdministrativeExpensehttp://fasb.org/us-gaap/2025#SellingGeneralAndAdministrativeExpenseP1YP1Y1P36MP2Yhttp://fasb.org/us-gaap/2025#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://fasb.org/us-gaap/2025#PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortizationhttp://fasb.org/us-gaap/2025#LongTermDebtCurrenthttp://fasb.org/us-gaap/2025#LongTermDebtCurrenthttp://fasb.org/us-gaap/2025#LongTermDebtNoncurrenthttp://fasb.org/us-gaap/2025#LongTermDebtNoncurrentiso4217:USDxbrli:sharesiso4217:USDxbrli:sharesiso4217:AUDgff:segmentiso4217:CADiso4217:CADxbrli:sharesxbrli:puregff:manufacturing_sitegff:wood_millutr:sqftgff:positioniso4217:GBPgff:executivegff:account00000507252024-10-012025-09-3000000507252025-03-3100000507252025-10-3100000507252025-09-3000000507252024-09-3000000507252023-10-012024-09-3000000507252022-10-012023-09-3000000507252023-09-3000000507252022-09-300000050725us-gaap:CommonStockMember2022-09-300000050725us-gaap:AdditionalPaidInCapitalMember2022-09-300000050725us-gaap:RetainedEarningsMember2022-09-300000050725us-gaap:TreasuryStockCommonMember2022-09-300000050725us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-300000050725us-gaap:DeferredCompensationShareBasedPaymentsMember2022-09-300000050725us-gaap:RetainedEarningsMember2022-10-012023-09-300000050725us-gaap:TreasuryStockCommonMember2022-10-012023-09-300000050725us-gaap:DeferredCompensationShareBasedPaymentsMember2022-10-012023-09-300000050725us-gaap:AdditionalPaidInCapitalMember2022-10-012023-09-300000050725us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-10-012023-09-300000050725us-gaap:CommonStockMember2023-09-300000050725us-gaap:AdditionalPaidInCapitalMember2023-09-300000050725us-gaap:RetainedEarningsMember2023-09-300000050725us-gaap:TreasuryStockCommonMember2023-09-300000050725us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300000050725us-gaap:DeferredCompensationShareBasedPaymentsMember2023-09-300000050725us-gaap:RetainedEarningsMember2023-10-012024-09-300000050725us-gaap:TreasuryStockCommonMember2023-10-012024-09-300000050725us-gaap:DeferredCompensationShareBasedPaymentsMember2023-10-012024-09-300000050725us-gaap:AdditionalPaidInCapitalMember2023-10-012024-09-300000050725us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-10-012024-09-300000050725us-gaap:CommonStockMember2024-09-300000050725us-gaap:AdditionalPaidInCapitalMember2024-09-300000050725us-gaap:RetainedEarningsMember2024-09-300000050725us-gaap:TreasuryStockCommonMember2024-09-300000050725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300000050725us-gaap:DeferredCompensationShareBasedPaymentsMember2024-09-300000050725us-gaap:RetainedEarningsMember2024-10-012025-09-300000050725us-gaap:TreasuryStockCommonMember2024-10-012025-09-300000050725us-gaap:DeferredCompensationShareBasedPaymentsMember2024-10-012025-09-300000050725us-gaap:AdditionalPaidInCapitalMember2024-10-012025-09-300000050725us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-10-012025-09-300000050725us-gaap:CommonStockMember2025-09-300000050725us-gaap:AdditionalPaidInCapitalMember2025-09-300000050725us-gaap:RetainedEarningsMember2025-09-300000050725us-gaap:TreasuryStockCommonMember2025-09-300000050725us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300000050725us-gaap:DeferredCompensationShareBasedPaymentsMember2025-09-300000050725gff:PopeMembergff:AMESCompaniesInc.Member2024-07-012024-07-010000050725us-gaap:SegmentDiscontinuedOperationsMembergff:InstallationServicesAndOtherDiscontinuedActivitiesMember2022-10-012023-09-300000050725us-gaap:SegmentDiscontinuedOperationsMembergff:InstallationServicesAndOtherDiscontinuedActivitiesMember2024-10-012025-09-300000050725us-gaap:SegmentDiscontinuedOperationsMembergff:InstallationServicesAndOtherDiscontinuedActivitiesMember2023-10-012024-09-300000050725us-gaap:FairValueInputsLevel1Membergff:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2025-09-300000050725gff:TermLoanBMemberus-gaap:FairValueInputsLevel1Member2025-09-300000050725us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2025-09-300000050725gff:AustralianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-09-300000050725gff:AustralianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-09-300000050725gff:AustralianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-10-012025-09-300000050725gff:AustralianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-10-012024-09-300000050725gff:AustralianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-10-012023-09-300000050725gff:AustralianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMembersrt:MinimumMember2024-10-012025-09-300000050725gff:AustralianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMembersrt:MaximumMember2024-10-012025-09-300000050725gff:ChineseYuanContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-09-300000050725gff:ChineseYuanContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-09-300000050725gff:ChineseYuanContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-10-012025-09-300000050725gff:ChineseYuanContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-10-012024-09-300000050725gff:ChineseYuanContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2022-10-012023-09-300000050725gff:ChineseYuanContractsMemberus-gaap:DesignatedAsHedgingInstrumentMembersrt:MinimumMember2024-10-012025-09-300000050725gff:ChineseYuanContractsMemberus-gaap:DesignatedAsHedgingInstrumentMembersrt:MaximumMember2024-10-012025-09-300000050725gff:CanadianDollarContractsMemberus-gaap:NondesignatedMember2025-09-300000050725gff:CanadianDollarContractsMemberus-gaap:NondesignatedMember2024-09-300000050725gff:CanadianDollarContractsMemberus-gaap:NondesignatedMember2024-10-012025-09-300000050725gff:CanadianDollarContractsMemberus-gaap:NondesignatedMember2023-10-012024-09-300000050725gff:CanadianDollarContractsMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Memberus-gaap:OtherIncomeMember2024-10-012025-09-300000050725gff:CanadianDollarContractsMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Memberus-gaap:OtherIncomeMember2023-10-012024-09-300000050725gff:CanadianDollarContractsMemberus-gaap:NondesignatedMemberus-gaap:FairValueInputsLevel2Memberus-gaap:OtherIncomeMember2022-10-012023-09-300000050725gff:CanadianDollarContractsMemberus-gaap:NondesignatedMembersrt:MinimumMember2024-10-012025-09-300000050725gff:CanadianDollarContractsMemberus-gaap:NondesignatedMembersrt:MaximumMember2024-10-012025-09-300000050725gff:CanadianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-10-012025-09-300000050725gff:CanadianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMembersrt:MinimumMember2024-10-012025-09-300000050725gff:CanadianDollarContractsMemberus-gaap:DesignatedAsHedgingInstrumentMembersrt:MaximumMember2024-10-012025-09-300000050725us-gaap:PensionPlansDefinedBenefitMember2025-09-300000050725us-gaap:PensionPlansDefinedBenefitMember2024-09-300000050725us-gaap:AccumulatedTranslationAdjustmentMember2025-09-300000050725us-gaap:AccumulatedTranslationAdjustmentMember2024-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2024-10-012025-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2023-10-012024-09-300000050725us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-10-012025-09-300000050725us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-10-012024-09-300000050725us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-10-012023-09-300000050725srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-09-300000050725srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-09-300000050725srt:MinimumMemberus-gaap:MachineryAndEquipmentMember2025-09-300000050725srt:MaximumMemberus-gaap:MachineryAndEquipmentMember2025-09-300000050725srt:MinimumMember2024-10-012025-09-300000050725srt:MaximumMember2024-10-012025-09-300000050725gff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725gff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725gff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725us-gaap:ShippingAndHandlingMember2024-10-012025-09-300000050725us-gaap:ShippingAndHandlingMember2023-10-012024-09-300000050725us-gaap:ShippingAndHandlingMember2022-10-012023-09-300000050725us-gaap:AdvertisingMember2024-10-012025-09-300000050725us-gaap:AdvertisingMember2023-10-012024-09-300000050725us-gaap:AdvertisingMember2022-10-012023-09-300000050725srt:MinimumMembergff:ConstructionandProfessionalProductsandHomeandBuildingProductsSegmentsMember2024-10-012025-09-300000050725srt:MaximumMembergff:ConstructionandProfessionalProductsandHomeandBuildingProductsSegmentsMember2024-10-012025-09-300000050725gff:PopeMembergff:AMESCompaniesInc.Member2024-07-010000050725us-gaap:MaterialReconcilingItemsMember2023-10-012024-09-300000050725us-gaap:MaterialReconcilingItemsMember2022-10-012023-09-300000050725us-gaap:MaterialReconcilingItemsMember2024-10-012025-09-300000050725gff:NoncashFacilityAndOtherCostsMember2023-10-012024-09-300000050725us-gaap:LandBuildingsAndImprovementsMember2025-09-300000050725us-gaap:LandBuildingsAndImprovementsMember2024-09-300000050725us-gaap:MachineryAndEquipmentMember2025-09-300000050725us-gaap:MachineryAndEquipmentMember2024-09-300000050725us-gaap:LeaseholdImprovementsMember2025-09-300000050725us-gaap:LeaseholdImprovementsMember2024-09-300000050725us-gaap:ConstructionInProgressMember2025-09-300000050725us-gaap:ConstructionInProgressMember2024-09-300000050725us-gaap:DiscontinuedOperationsHeldforsaleMembergff:ConsumerAndProfessionalProductsMembergff:GlobalSourcingStrategyExpansionMember2025-09-300000050725gff:ConsumerAndProfessionalProductsMember2023-09-300000050725gff:ConsumerAndProfessionalProductsMembergff:HunterFanCompanyMember2023-10-012024-09-300000050725gff:ConsumerAndProfessionalProductsMember2024-09-300000050725gff:ConsumerAndProfessionalProductsMembergff:PopeMember2024-10-012025-09-300000050725gff:ConsumerAndProfessionalProductsMember2025-09-300000050725gff:HomeandBuildingProductsHBPMember2023-09-300000050725gff:HomeandBuildingProductsHBPMembergff:HunterFanCompanyMember2023-10-012024-09-300000050725gff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725gff:HomeandBuildingProductsHBPMember2024-09-300000050725gff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725gff:HomeandBuildingProductsHBPMembergff:PopeMember2024-10-012025-09-300000050725gff:HomeandBuildingProductsHBPMember2025-09-300000050725gff:HunterFanCompanyMember2023-10-012024-09-300000050725gff:PopeMember2024-10-012025-09-300000050725us-gaap:CustomerRelationshipsMember2025-09-300000050725us-gaap:CustomerRelationshipsMember2024-09-300000050725us-gaap:UnpatentedTechnologyMember2025-09-300000050725us-gaap:UnpatentedTechnologyMember2024-09-300000050725us-gaap:SegmentDiscontinuedOperationsMembergff:InstallationServicesAndOtherDiscontinuedActivitiesMember2025-09-300000050725us-gaap:SegmentDiscontinuedOperationsMembergff:InstallationServicesAndOtherDiscontinuedActivitiesMember2024-09-300000050725us-gaap:SegmentDiscontinuedOperationsMembergff:TelephonicsCorporationMember2025-09-300000050725us-gaap:SegmentDiscontinuedOperationsMembergff:TelephonicsCorporationMember2024-09-300000050725gff:ConsumerAndProfessionalProductsMembergff:GlobalSourcingStrategyExpansionMember2023-05-012024-09-300000050725gff:CapitalInvestmentsMembergff:GlobalSourcingStrategyExpansionMember2023-05-012024-09-300000050725gff:ConsumerAndProfessionalProductsMembergff:GlobalSourcingStrategyExpansionMember2023-10-012024-09-300000050725gff:GlobalSourcingStrategyExpansionMember2024-10-012025-09-300000050725gff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725us-gaap:EmployeeSeveranceMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725us-gaap:FacilityClosingMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725gff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725us-gaap:EmployeeSeveranceMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725us-gaap:FacilityClosingMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725us-gaap:CostOfSalesMember2023-10-012024-09-300000050725us-gaap:CostOfSalesMember2022-10-012023-09-300000050725us-gaap:EmployeeSeveranceMember2023-10-012024-09-300000050725us-gaap:EmployeeSeveranceMember2022-10-012023-09-300000050725us-gaap:FacilityClosingMember2023-10-012024-09-300000050725us-gaap:FacilityClosingMember2022-10-012023-09-300000050725gff:NoncashFacilityAndOtherCostsMember2022-10-012023-09-300000050725us-gaap:EmployeeSeveranceMember2022-09-300000050725us-gaap:FacilityClosingMember2022-09-300000050725gff:NoncashFacilityAndOtherCostsMember2022-09-300000050725us-gaap:EmployeeSeveranceMember2023-09-300000050725us-gaap:FacilityClosingMember2023-09-300000050725gff:NoncashFacilityAndOtherCostsMember2023-09-300000050725us-gaap:EmployeeSeveranceMember2024-09-300000050725us-gaap:FacilityClosingMember2024-09-300000050725gff:NoncashFacilityAndOtherCostsMember2024-09-300000050725us-gaap:EmployeeSeveranceMember2024-10-012025-09-300000050725us-gaap:FacilityClosingMember2024-10-012025-09-300000050725gff:NoncashFacilityAndOtherCostsMember2024-10-012025-09-300000050725us-gaap:EmployeeSeveranceMember2025-09-300000050725us-gaap:FacilityClosingMember2025-09-300000050725gff:NoncashFacilityAndOtherCostsMember2025-09-300000050725srt:MinimumMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725srt:MinimumMembergff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725srt:MaximumMembergff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725srt:MaximumMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725gff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725gff:SeniorNotesDue2028Member2025-09-300000050725gff:TermLoanBMember2025-09-300000050725gff:TermLoanBMembergff:TermLoanMember2025-09-300000050725gff:RevolverDue2028Member2025-09-300000050725gff:ForeignLineOfCreditNettingMember2025-09-300000050725gff:OtherDebtMember2025-09-300000050725gff:SeniorNotesDue2028Member2024-09-300000050725gff:TermLoanBMember2024-09-300000050725gff:RevolverDue2028Member2024-09-300000050725gff:ForeignLineOfCreditNettingMember2024-09-300000050725gff:OtherDebtMember2024-09-300000050725gff:SeniorNotesDue2028Member2024-10-012025-09-300000050725gff:TermLoanBMember2024-10-012025-09-300000050725gff:RevolverDue2028Member2024-10-012025-09-300000050725gff:ForeignLineOfCreditNettingMember2024-10-012025-09-300000050725gff:OtherDebtMember2024-10-012025-09-300000050725gff:SeniorNotesDue2028Member2023-10-012024-09-300000050725gff:TermLoanBMember2023-10-012024-09-300000050725gff:RevolverDue2028Member2023-10-012024-09-300000050725gff:ForeignLineOfCreditNettingMember2023-10-012024-09-300000050725gff:OtherDebtMember2023-10-012024-09-300000050725gff:SeniorNotesDue2028Member2022-10-012023-09-300000050725gff:TermLoanBMember2022-10-012023-09-300000050725gff:RevolverDue2028Member2022-10-012023-09-300000050725gff:FinanceLeaseRealEstateMember2022-10-012023-09-300000050725gff:ForeignLineOfCreditNettingMember2022-10-012023-09-300000050725gff:OtherDebtMember2022-10-012023-09-300000050725gff:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2020-09-300000050725gff:SeniorNotesDue2022Memberus-gaap:SeniorNotesMember2019-10-012020-09-300000050725gff:SeniorNotesDue2022Memberus-gaap:SeniorNotesMember2020-09-300000050725gff:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2022-09-300000050725gff:SeniorNotesDue2028Memberus-gaap:SeniorNotesMember2025-09-300000050725gff:TermLoanBMembergff:TermLoanMember2022-01-240000050725gff:TermLoanBMembergff:TermLoanMember2021-10-012022-09-300000050725gff:TermLoanBMembergff:TermLoanMember2022-10-012023-09-300000050725us-gaap:SecuredOvernightFinancingRateSofrMembergff:TermLoanBMembergff:TermLoanMember2024-06-260000050725gff:TermLoanBMembergff:TermLoanMember2024-06-250000050725gff:TermLoanBMembergff:TermLoanMember2024-06-260000050725gff:TermLoanBMembergff:TermLoanMember2024-06-262024-06-260000050725us-gaap:SecuredOvernightFinancingRateSofrMembergff:TermLoanBMembergff:TermLoanMember2024-06-262024-06-260000050725gff:TermLoanBMembergff:TermLoanMember2024-06-242024-06-240000050725gff:RevolverDue2028Member2023-07-310000050725gff:RevolverDue2028Member2023-08-010000050725gff:RevolverDue2028Membergff:LetterOfCreditSubfacilityMember2023-07-310000050725gff:RevolverDue2028Membergff:LetterOfCreditSubfacilityMember2023-08-010000050725gff:RevolverDue2028Membergff:MulticurrencySubfacilityMember2023-08-010000050725gff:RevolverDue2025SOFRLoanMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-10-012025-09-300000050725gff:RevolverDue2025SOFRLoanMember2025-09-300000050725gff:RevolverDue2025SONIALoanMembergff:SterlingOvernightIndexAverageMember2024-10-012025-09-300000050725gff:RevolverDue2025SONIALoanMember2025-09-300000050725gff:RevolverDue2025BaseRateLoanMemberus-gaap:BaseRateMember2024-10-012025-09-300000050725gff:RevolverDue2025BaseRateLoanMember2025-09-300000050725gff:RevolverDue2028Member2025-09-300000050725gff:OcalaFloridaMembergff:FinanceLeaseRealEstateMember2023-09-280000050725us-gaap:ForeignLineOfCreditMember2012-11-300000050725us-gaap:ForeignLineOfCreditMember2025-09-300000050725us-gaap:ForeignLineOfCreditMember2012-11-012012-11-300000050725gff:CanadaDollarOfferRateMemberus-gaap:ForeignLineOfCreditMember2025-09-300000050725gff:ReceivablesPurchaseFacilityMembergff:GriffonAustraliaMember2024-09-300000050725gff:BankBillSwapBidRateMembergff:ReceivablesPurchaseFacilityMembergff:GriffonAustraliaMember2024-10-012025-09-300000050725gff:ReceivablesPurchaseFacilityMembergff:GriffonAustraliaMember2025-09-300000050725gff:TermLoanMembergff:AmesUKMember2018-07-310000050725gff:AmesUKMemberus-gaap:MortgagesMember2018-07-310000050725us-gaap:RevolvingCreditFacilityMembergff:AmesUKMember2018-07-310000050725gff:AmesUKMembergff:TermLoanMember2018-07-012018-07-310000050725gff:AmesUKMemberus-gaap:MortgagesMember2018-07-012018-07-310000050725us-gaap:RevolvingCreditFacilityMembergff:AmesUKMember2023-07-310000050725srt:ScenarioForecastMember2027-10-012028-09-300000050725srt:ScenarioForecastMember2026-09-300000050725us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2025-09-300000050725us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-09-300000050725us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2024-10-012025-09-300000050725us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2023-10-012024-09-300000050725us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember2022-10-012023-09-300000050725gff:HunterFanPensionPlanMember2024-10-012025-09-300000050725gff:HunterFanPensionPlanMember2025-07-012025-07-310000050725us-gaap:PensionPlansDefinedBenefitMember2024-10-012025-09-300000050725us-gaap:PensionPlansDefinedBenefitMember2023-10-012024-09-300000050725us-gaap:PensionPlansDefinedBenefitMember2022-10-012023-09-300000050725us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2024-10-012025-09-300000050725us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2023-10-012024-09-300000050725us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2022-10-012023-09-300000050725us-gaap:PensionPlansDefinedBenefitMember2023-09-300000050725us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2024-09-300000050725us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2023-09-300000050725us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2025-09-300000050725srt:ScenarioForecastMemberus-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember2026-09-300000050725gff:ClopayAMESPlanMember2024-01-0100000507252024-01-010000050725gff:HunterFanPensionPlanMember2025-09-300000050725gff:ClopayAMESPlanMember2025-09-300000050725us-gaap:CashAndCashEquivalentsMember2025-09-300000050725us-gaap:CashAndCashEquivalentsMember2024-09-300000050725us-gaap:EquitySecuritiesMember2025-09-300000050725us-gaap:EquitySecuritiesMember2024-09-300000050725us-gaap:FixedIncomeFundsMember2025-09-300000050725us-gaap:FixedIncomeFundsMember2024-09-300000050725gff:OtherAssetCategoriesMember2025-09-300000050725gff:OtherAssetCategoriesMember2024-09-300000050725us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2025-09-300000050725us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2025-09-300000050725us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2025-09-300000050725us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-09-300000050725us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-09-300000050725us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-09-300000050725us-gaap:USGovernmentAgenciesDebtSecuritiesMember2025-09-300000050725gff:DebtInstrumentsMemberus-gaap:FairValueInputsLevel1Member2025-09-300000050725gff:DebtInstrumentsMemberus-gaap:FairValueInputsLevel2Member2025-09-300000050725gff:DebtInstrumentsMemberus-gaap:FairValueInputsLevel3Member2025-09-300000050725gff:DebtInstrumentsMember2025-09-300000050725us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-09-300000050725us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-09-300000050725us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-09-300000050725gff:CommingledFundsMemberus-gaap:FairValueInputsLevel1Member2025-09-300000050725gff:CommingledFundsMemberus-gaap:FairValueInputsLevel2Member2025-09-300000050725gff:CommingledFundsMemberus-gaap:FairValueInputsLevel3Member2025-09-300000050725gff:CommingledFundsMember2025-09-300000050725gff:LimitedPartnershipsAndHedgeFundInvestmentsMemberus-gaap:FairValueInputsLevel1Member2025-09-300000050725gff:LimitedPartnershipsAndHedgeFundInvestmentsMemberus-gaap:FairValueInputsLevel2Member2025-09-300000050725gff:LimitedPartnershipsAndHedgeFundInvestmentsMemberus-gaap:FairValueInputsLevel3Member2025-09-300000050725gff:LimitedPartnershipsAndHedgeFundInvestmentsMember2025-09-300000050725us-gaap:OtherAggregatedInvestmentsMemberus-gaap:FairValueInputsLevel1Member2025-09-300000050725us-gaap:OtherAggregatedInvestmentsMemberus-gaap:FairValueInputsLevel2Member2025-09-300000050725us-gaap:OtherAggregatedInvestmentsMemberus-gaap:FairValueInputsLevel3Member2025-09-300000050725us-gaap:OtherAggregatedInvestmentsMember2025-09-300000050725us-gaap:FairValueInputsLevel1Member2025-09-300000050725us-gaap:FairValueInputsLevel2Member2025-09-300000050725us-gaap:FairValueInputsLevel3Member2025-09-300000050725gff:DefinedBenefitPlanAccruedIncomeAndPlanReceivablesMember2025-09-300000050725us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel1Member2024-09-300000050725us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel2Member2024-09-300000050725us-gaap:CashAndCashEquivalentsMemberus-gaap:FairValueInputsLevel3Member2024-09-300000050725us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-09-300000050725us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-09-300000050725us-gaap:USGovernmentAgenciesDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-09-300000050725us-gaap:USGovernmentAgenciesDebtSecuritiesMember2024-09-300000050725gff:DebtInstrumentsMemberus-gaap:FairValueInputsLevel1Member2024-09-300000050725gff:DebtInstrumentsMemberus-gaap:FairValueInputsLevel2Member2024-09-300000050725gff:DebtInstrumentsMemberus-gaap:FairValueInputsLevel3Member2024-09-300000050725gff:DebtInstrumentsMember2024-09-300000050725us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-09-300000050725us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-09-300000050725us-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-09-300000050725gff:CommingledFundsMemberus-gaap:FairValueInputsLevel1Member2024-09-300000050725gff:CommingledFundsMemberus-gaap:FairValueInputsLevel2Member2024-09-300000050725gff:CommingledFundsMemberus-gaap:FairValueInputsLevel3Member2024-09-300000050725gff:CommingledFundsMember2024-09-300000050725gff:LimitedPartnershipsAndHedgeFundInvestmentsMemberus-gaap:FairValueInputsLevel1Member2024-09-300000050725gff:LimitedPartnershipsAndHedgeFundInvestmentsMemberus-gaap:FairValueInputsLevel2Member2024-09-300000050725gff:LimitedPartnershipsAndHedgeFundInvestmentsMemberus-gaap:FairValueInputsLevel3Member2024-09-300000050725gff:LimitedPartnershipsAndHedgeFundInvestmentsMember2024-09-300000050725us-gaap:OtherAggregatedInvestmentsMemberus-gaap:FairValueInputsLevel1Member2024-09-300000050725us-gaap:OtherAggregatedInvestmentsMemberus-gaap:FairValueInputsLevel2Member2024-09-300000050725us-gaap:OtherAggregatedInvestmentsMemberus-gaap:FairValueInputsLevel3Member2024-09-300000050725us-gaap:OtherAggregatedInvestmentsMember2024-09-300000050725us-gaap:FairValueInputsLevel1Member2024-09-300000050725us-gaap:FairValueInputsLevel2Member2024-09-300000050725us-gaap:FairValueInputsLevel3Member2024-09-300000050725gff:DefinedBenefitPlanAccruedIncomeAndPlanReceivablesMember2024-09-300000050725us-gaap:FairValueInputsLevel3Member2023-09-300000050725us-gaap:FairValueInputsLevel3Member2023-10-012024-09-300000050725us-gaap:FairValueInputsLevel3Member2024-10-012025-09-300000050725us-gaap:OtherAssetsMember2025-09-300000050725us-gaap:OtherAssetsMember2024-09-300000050725us-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2025-09-300000050725us-gaap:DisposalGroupHeldForSaleOrDisposedOfBySaleNotDiscontinuedOperationsMember2024-09-300000050725us-gaap:OtherLiabilitiesMember2025-09-300000050725us-gaap:OtherLiabilitiesMember2024-09-300000050725gff:LiabilitiesOfDiscontinuedOperationsNotHeldForSaleMember2025-09-300000050725gff:LiabilitiesOfDiscontinuedOperationsNotHeldForSaleMember2024-09-300000050725us-gaap:DomesticCountryMember2025-09-300000050725gff:NonUsTaxPurposesMember2025-09-300000050725us-gaap:DomesticCountryMember2024-09-300000050725gff:NonUsTaxPurposesMember2024-09-300000050725us-gaap:StateAndLocalJurisdictionMember2025-09-300000050725us-gaap:StateAndLocalJurisdictionMember2024-09-300000050725gff:O2025ADividendsMember2024-10-012025-09-300000050725gff:O2024ADividendsMember2023-10-012024-09-300000050725gff:O2023ADividendsMember2022-10-012023-09-300000050725gff:S2023DividendsMember2023-10-012024-09-300000050725us-gaap:SubsequentEventMember2025-11-182025-11-180000050725gff:IncentivePlanMember2018-01-310000050725gff:IncentivePlanMember2020-01-3000000507252022-02-172022-02-170000050725gff:IncentivePlanMember2024-03-202024-03-200000050725gff:IncentivePlanMember2024-10-012025-09-300000050725gff:IncentivePlanMember2025-09-300000050725gff:IncentivePlanMembergff:IncentiveStockOptionsMember2025-09-300000050725gff:SeniorExecutivesMembergff:RestrictedStockSubjectToPerformanceConditionsMember2024-10-012025-09-300000050725gff:RestrictedStockandRestrictedStockUnitsMember2024-10-012025-09-300000050725us-gaap:RestrictedStockMember2024-09-300000050725us-gaap:RestrictedStockMember2024-10-012025-09-300000050725us-gaap:RestrictedStockMember2025-09-300000050725us-gaap:RestrictedStockMember2023-10-012024-09-300000050725us-gaap:RestrictedStockMember2022-10-012023-09-300000050725gff:ExecutiveOfficerAndKeyEmployeesMembergff:RestrictedStockSubjectToPerformanceConditionsMember2024-10-012025-09-300000050725gff:ExecutiveOfficerAndKeyEmployeesMembergff:RestrictedStockUnitsRSUsSubjectToPerformanceConditionsMember2024-10-012025-09-300000050725gff:RestrictedStockSubjectToPerformanceConditionsMembersrt:MinimumMembergff:SeniorExecutivesMember2024-10-012025-09-300000050725gff:RestrictedStockSubjectToPerformanceConditionsMembersrt:MaximumMembergff:SeniorExecutivesMember2024-10-012025-09-300000050725srt:DirectorMembergff:RestrictedStockandRestrictedStockUnitsMember2024-10-012025-09-300000050725gff:RestrictedStockAndRestrictedStockUnitsSubjectToPerformanceConditionsMemberus-gaap:SubsequentEventMember2025-11-182025-11-180000050725gff:RestrictedStockAndRestrictedStockUnitsSubjectToPerformanceConditionsMembergff:ExecutiveOfficerAndKeyEmployeesMemberus-gaap:SubsequentEventMember2025-11-182025-11-180000050725gff:RestrictedStockSubjectToPerformanceConditionsMembergff:ExecutivesAndKeyEmployeesMemberus-gaap:SubsequentEventMember2025-11-182025-11-180000050725gff:RestrictedStockSubjectToPerformanceConditionsMembergff:SeniorExecutivesMemberus-gaap:SubsequentEventMember2025-11-182025-11-180000050725gff:RestrictedStockSubjectToPerformanceConditionsMembersrt:MinimumMembergff:SeniorExecutivesMemberus-gaap:SubsequentEventMember2025-11-182025-11-180000050725gff:RestrictedStockSubjectToPerformanceConditionsMembersrt:MaximumMembergff:SeniorExecutivesMemberus-gaap:SubsequentEventMember2025-11-182025-11-180000050725gff:RestrictedStockandRestrictedStockUnitsMemberus-gaap:SubsequentEventMember2025-11-182025-11-1800000507252024-11-122024-11-120000050725gff:VossCapitalLLCMemberus-gaap:RelatedPartyMember2024-10-012025-09-300000050725gff:VossCapitalLLCMemberus-gaap:RelatedPartyMember2025-09-300000050725gff:PeekskillNewYorkMember2024-10-012025-09-300000050725gff:MemphisTNMember2024-10-012025-09-3000000507252024-02-202024-02-2000000507252024-02-200000050725gff:VossCapitalLLCMemberus-gaap:RelatedPartyMember2023-09-052023-09-050000050725gff:VossCapitalLLCMemberus-gaap:RelatedPartyMember2023-09-050000050725gff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725gff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725gff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725us-gaap:OperatingSegmentsMembergff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725us-gaap:OperatingSegmentsMembergff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725us-gaap:OperatingSegmentsMembergff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725us-gaap:OperatingSegmentsMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725us-gaap:OperatingSegmentsMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725us-gaap:OperatingSegmentsMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725us-gaap:OperatingSegmentsMember2024-10-012025-09-300000050725us-gaap:OperatingSegmentsMember2023-10-012024-09-300000050725us-gaap:OperatingSegmentsMember2022-10-012023-09-300000050725us-gaap:CorporateNonSegmentMember2024-10-012025-09-300000050725us-gaap:CorporateNonSegmentMember2023-10-012024-09-300000050725us-gaap:CorporateNonSegmentMember2022-10-012023-09-300000050725gff:MasonHeadquartersMember2023-10-012024-09-300000050725us-gaap:OperatingSegmentsMembergff:OcalaFloridaManufacturingFacilityMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725gff:ConsumerAndProfessionalProductsMembergff:GlobalSourcingStrategyExpansionMember2022-10-012023-09-300000050725us-gaap:OperatingSegmentsMembergff:HomeandBuildingProductsHBPMember2025-09-300000050725us-gaap:OperatingSegmentsMembergff:HomeandBuildingProductsHBPMember2024-09-300000050725us-gaap:OperatingSegmentsMembergff:ConsumerAndProfessionalProductsMember2025-09-300000050725us-gaap:OperatingSegmentsMembergff:ConsumerAndProfessionalProductsMember2024-09-300000050725us-gaap:OperatingSegmentsMember2025-09-300000050725us-gaap:OperatingSegmentsMember2024-09-300000050725us-gaap:CorporateNonSegmentMember2025-09-300000050725us-gaap:CorporateNonSegmentMember2024-09-300000050725gff:OtherDiscontinuedOperationsMember2025-09-300000050725gff:OtherDiscontinuedOperationsMember2024-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMembergff:LongLivedAssetsMember2024-10-012025-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMembergff:LongLivedAssetsMember2023-10-012024-09-300000050725gff:ResidentialRepairandRemodelMembergff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725gff:ResidentialRepairandRemodelMembergff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725gff:ResidentialRepairandRemodelMembergff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725gff:CommercialConstructionMembergff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725gff:CommercialConstructionMembergff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725gff:CommercialConstructionMembergff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725gff:ResidentialNewConstructionMembergff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725gff:ResidentialNewConstructionMembergff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725gff:ResidentialNewConstructionMembergff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725gff:ResidentialRepairandRemodelMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725gff:ResidentialRepairandRemodelMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725gff:ResidentialRepairandRemodelMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725us-gaap:RetailMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725us-gaap:RetailMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725us-gaap:RetailMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725gff:ResidentialNewConstructionMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725gff:ResidentialNewConstructionMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725gff:ResidentialNewConstructionMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725gff:IndustrialMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725gff:IndustrialMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725gff:IndustrialMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725gff:InternationalExcludingNorthAmericaMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725gff:InternationalExcludingNorthAmericaMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725gff:InternationalExcludingNorthAmericaMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725country:USgff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725country:USgff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725country:US2024-10-012025-09-300000050725srt:EuropeMembergff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725srt:EuropeMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725srt:EuropeMember2024-10-012025-09-300000050725country:CAgff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725country:CAgff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725country:CA2024-10-012025-09-300000050725country:AUgff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725country:AUgff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725country:AU2024-10-012025-09-300000050725gff:AllOtherCountriesMembergff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725gff:AllOtherCountriesMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725gff:AllOtherCountriesMember2024-10-012025-09-300000050725country:USgff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725country:USgff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725country:US2023-10-012024-09-300000050725srt:EuropeMembergff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725srt:EuropeMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725srt:EuropeMember2023-10-012024-09-300000050725country:CAgff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725country:CAgff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725country:CA2023-10-012024-09-300000050725country:AUgff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725country:AUgff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725country:AU2023-10-012024-09-300000050725gff:AllOtherCountriesMembergff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725gff:AllOtherCountriesMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725gff:AllOtherCountriesMember2023-10-012024-09-300000050725country:USgff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725country:USgff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725country:US2022-10-012023-09-300000050725srt:EuropeMembergff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725srt:EuropeMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725srt:EuropeMember2022-10-012023-09-300000050725country:CAgff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725country:CAgff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725country:CA2022-10-012023-09-300000050725country:AUgff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725country:AUgff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725country:AU2022-10-012023-09-300000050725gff:AllOtherCountriesMembergff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725gff:AllOtherCountriesMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725gff:AllOtherCountriesMember2022-10-012023-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMembergff:HomeandBuildingProductsHBPMember2024-10-012025-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerSegmentBenchmarkMembergff:HomeandBuildingProductsHBPMember2023-10-012024-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerSegmentBenchmarkMembergff:HomeandBuildingProductsHBPMember2022-10-012023-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerSegmentBenchmarkMembergff:ConsumerAndProfessionalProductsMember2024-10-012025-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerSegmentBenchmarkMembergff:ConsumerAndProfessionalProductsMember2023-10-012024-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerSegmentBenchmarkMembergff:ConsumerAndProfessionalProductsMember2022-10-012023-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-10-012025-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2023-10-012024-09-300000050725gff:HomeDepotMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-10-012023-09-300000050725us-gaap:AccumulatedTranslationAdjustmentMember2024-10-012025-09-300000050725us-gaap:AccumulatedTranslationAdjustmentMember2023-10-012024-09-300000050725us-gaap:AccumulatedTranslationAdjustmentMember2022-10-012023-09-300000050725us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-10-012025-09-300000050725us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-10-012024-09-300000050725us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-10-012023-09-300000050725us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-10-012025-09-300000050725us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-10-012024-09-300000050725us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2022-10-012023-09-300000050725us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-09-300000050725us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-09-300000050725us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-09-300000050725us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-09-300000050725us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-10-012025-09-300000050725us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-10-012024-09-300000050725us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-10-012023-09-300000050725us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-10-012025-09-300000050725us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-10-012024-09-300000050725us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2022-10-012023-09-300000050725us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2024-10-012025-09-300000050725us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2023-10-012024-09-300000050725us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2022-10-012023-09-300000050725us-gaap:AllowanceForCreditLossMember2024-09-300000050725us-gaap:AllowanceForCreditLossMember2024-10-012025-09-300000050725us-gaap:AllowanceForCreditLossMember2025-09-300000050725us-gaap:InventoryValuationReserveMember2024-09-300000050725us-gaap:InventoryValuationReserveMember2024-10-012025-09-300000050725us-gaap:InventoryValuationReserveMember2025-09-300000050725us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-09-300000050725us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2024-10-012025-09-300000050725us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2025-09-300000050725us-gaap:AllowanceForCreditLossMember2023-09-300000050725us-gaap:AllowanceForCreditLossMember2023-10-012024-09-300000050725us-gaap:InventoryValuationReserveMember2023-09-300000050725us-gaap:InventoryValuationReserveMember2023-10-012024-09-300000050725us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-09-300000050725us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2023-10-012024-09-300000050725us-gaap:AllowanceForCreditLossMember2022-09-300000050725us-gaap:AllowanceForCreditLossMember2022-10-012023-09-300000050725us-gaap:InventoryValuationReserveMember2022-09-300000050725us-gaap:InventoryValuationReserveMember2022-10-012023-09-300000050725us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-09-300000050725us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-10-012023-09-3000000507252025-07-012025-09-30

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x

No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o

No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No S

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the close of business March 31, 2025, the registrant’s most recently completed second quarter, was approximately $3,060,000,000. The registrant’s closing price as reported by the New York Stock Exchange-Composite Transactions for March 31, 2025 was $71.50. The number of the registrant’s outstanding shares was 46,231,089 as of October 31, 2025.

Part III — (Items 10, 11, 12, 13 and 14). Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.

 

This Annual Report on Form 10-K, especially “Management’s Discussion and Analysis”, contains certain “forward-looking statements” within the meaning of the Securities Act, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, the industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies. Statements in this Form 10-K 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 (including the expanded CPP global outsourcing strategy announced in May 2023); the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon’s operating companies; the ability of Griffon’s operating companies to expand into new geographic and product markets, and to anticipate and meet customer demands for new products and product enhancements and innovations; increases in the cost or lack of availability of raw materials such as steel, resin and wood, components or purchased finished goods, including any potential impact on costs or availability resulting from tariffs; changes in customer demand or loss of a material customer at one of Griffon’s operating companies; the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon’s businesses; political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in international economic conditions including inflation, interest rate and currency exchange fluctuations; the reliance by certain of Griffon’s businesses on particular third party suppliers and manufacturers to meet customer demands; the relative mix of products and services offered by Griffon’s businesses, which impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation, regulatory and environmental matters; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of the businesses of certain of Griffon’s operating companies; possible terrorist threats and actions and their impact on the global economy; effects of possible IT system failures, data breaches or cyber-attacks; the impact of pandemics 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.

Item 1. Business

Griffon Corporation (the “Company,” “Griffon,” "we," or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries. The Company, founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF).

Our strategic objective is to maintain leading positions in the markets we serve by providing innovative, branded products with superior quality and industry-leading service. We place emphasis on our iconic and well-respected brands, which helps to differentiate us and our offerings from our competitors and strengthens our relationship with our customers and those who ultimately use our products.

Through operating a diverse portfolio of businesses, we expect to reduce variability caused by external factors such as market cyclicality, seasonality, and weather. We achieve diversity by providing various product offerings and brands through multiple sales and distribution channels and conducting business across multiple countries which we consider our home markets.

Griffon oversees the operations of its subsidiaries, allocates resources among them and manages their capital structures. Griffon provides direction and assistance to its subsidiaries with acquisition and growth opportunities as well as divestitures. As long-term investors, we intend to continue to grow and strengthen our existing businesses, and to diversify further through investments in our businesses and acquisitions.

Since 2017, we have undertaken a series of transformative transactions to strengthen our core business and increase shareholder value. We divested our specialty plastics business in 2018 and our defense electronics (Telephonics) business in 2022 to focus on our core markets and improve our free cash flow conversion. In our Home and Building Products ("HBP") segment, we acquired CornellCookson, Inc. in 2018, which has established us as a leading North American manufacturer and marketer of residential garage doors and sectional commercial doors, and rolling steel doors and grille products, under brands that include Clopay, Ideal, Cornell and Cookson. In our Consumer and Professional Products ("CPP") segment, we expanded the scope of our brands through the acquisition of Hunter Fan Company ("Hunter") in January 2022 and ClosetMaid, LLC ("ClosetMaid") in 2018.

The adoption of an asset-light business model for these U.S. products has positioned CPP to better serve customers with a more flexible and cost-effective sourcing model that leverages supplier relationships around the world, and improved its competitive positioning. These actions will be essential for CPP to achieve its target of 15% EBITDA margin while enhancing free cash flow through improved working capital and significantly reduced capital expenditures.

Implementation of this strategy over the duration of the project resulted in charges of $133,777, which included $51,082 of cash charges for employee retention and severance, operational transition, and facility and lease exit costs, and $82,695 of non-cash charges, primarily related to asset write-downs. In addition, there were $2,678 of capital investments to effectuate the project. This excludes cash proceeds from the sale of real estate and equipment, which through September 30, 2024 were $13,271, and excludes future proceeds from the sale of remaining real estate and equipment. During the year ended September 30, 2025, cash proceeds related to the sale of remaining real estate and equipment held for sale totaled $17,729.

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and, in accordance therewith, file periodic reports, proxy statements, and other information, including our Code of Conduct, with the SEC. Such periodic reports, proxy statements, and other information are available on the SEC's website at www.sec.gov.

Griffon posts and makes available, free of charge through its website at www.griffon.com, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as well as press releases, as soon as reasonably practicable after such materials are published or filed with or furnished to the Securities and Exchange Commission (the “SEC”). The information found on Griffon's website is not incorporated into this or any other report it files with or furnishes to the SEC.

For information regarding revenue, profit and total assets of each segment, see the Reportable Segments footnote in the Notes to Consolidated Financial Statements.

•Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Clopay, Cornell and Cookson brands.

•Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.

 

 

The HBP segment consists of Clopay. Founded in 1964 and acquired by Griffon in 1986, Clopay has grown organically and through acquisitions to become the largest manufacturer and marketer of both residential and commercial garage doors, and rolling steel doors, in North America. The majority of Clopay's sales come from home remodeling and renovation projects, with the balance from commercial construction and new residential housing construction. Sales into the home remodeling market are driven by the aging of the housing stock, existing home sales activity, and the trends of improving both home appearance and energy efficiency. Sales into the commercial market are driven by commercial construction and repair and replacement, including the aging of nonresidential buildings, warehouses, and institutional and industrial facilities, as well as increased business activity, changes to building codes, security of facilities, and trends of improving function and performance.

Clopay has approximately 3,100 employees.

 

Clopay brings over 60 years of experience and innovation to the residential and sectional garage door industry, and has over 100 years of experience in the rolling steel industry. Residential and commercial sectional products are sold under market-leading brands, including Clopay®, America’s Favorite Garage Doors®, Holmes Garage Door Company® and IDEAL Door®. Clopay commercial rolling steel door brands include Cornell®, Cookson® and Clopay®.

 

Clopay manufactures a broad line of residential sectional garage doors with a variety of options, at varying prices. Clopay offers garage doors made primarily from steel, aluminum, plastic composite and wood, and also sells related products, such as garage door openers manufactured by third parties.

 

Commercial door products manufactured and marketed by Clopay include rolling steel service doors, fire doors, shutters, steel security grilles, and room dividers. Clopay also manufactures and markets commercial sectional doors, which are similar to residential garage doors, but are designed to meet the more demanding performance specifications of a commercial application.

 

 

Clopay supports a diversity of customers, ranging from local rural dealerships to national retail chains. Clopay’s customers include over 3,000 independent professional installing dealers and major home center retail chains including Home Depot and Menards. Clopay maintains strong relationships with its installing dealers and believes it is the largest supplier of sectional garage doors to the retail and professional installing channels in North America and the largest supplier of rolling steel door products in North America.

Clopay distributes its garage doors directly to customers from its manufacturing facilities and through its network of 57 distribution centers located throughout the U.S. and Canada. These distribution centers allow Clopay to maintain an inventory of garage doors near installing dealers and provide quick-ship service to retail and professional dealer customers.

Clopay is currently the exclusive supplier of residential and commercial garage doors to Home Depot and Menards locations throughout North America, and has maintained long-standing relationships with Home Depot for 40 years and with Menards for over 30 years. The loss of either of these customers would have a material adverse effect on Clopay and Griffon.

 

Clopay product development efforts focus on both new products and improvements to existing products. Products are developed through in-house design and engineering staffs.

 

Clopay operates technical development centers where its research engineers design and develop new products and technologies and perform durability and performance testing of new and existing products, materials and finishes. Clopay continually improves its door offerings through these development efforts, focusing on characteristics such as strength, design, performance, durability, and energy efficiency. The process engineering teams also work to develop new manufacturing processes and production techniques aimed at improving manufacturing efficiencies and ensuring quality-made products.

 

The Clopay sales and marketing organization supports our customers, consults on new product development, and aggressively markets door solutions, with a primary focus on the North American market. Clopay maintains a strong promotional presence, in both traditional and digital media.

Clopay provides a unique customer experience platform called MyClopay™, which delivers an array of sales, order management, analytical, instructional, and informational applications. These applications empower Clopay’s customers to provide the best solutions to their end customers, and MyClopay has been widely adopted by Clopay’s customers due to its feature rich, intuitive, and device-agnostic software. We believe this capability is unique to the industry.

Within the MyClopay application suite, Clopay customers use a proprietary residential door web application, the MyDoor® mobile enabled app, that guides consumers through an easy to use door visualization and pricing process, allowing them to select the optimal door for their home. For Clopay’s commercial products, Clopay’s Commercial Door Quoter (CDQ®™) and WebGen™ applications deliver a streamlined quoting and bid submittal process to our professional dealers, providing improved close rates, productivity, and back office efficiency.

 

The principal raw material used in Clopay's manufacturing is galvanized steel. Clopay also utilizes certain hardware and plastic components, as well as aluminum and insulated foam. All raw materials are generally available from a number of sources.

 

 

The sectional garage door and commercial rolling steel door industry includes several large national manufacturers and many smaller, regional and local manufacturers. Clopay competes on the basis of service, quality, brand awareness, product design and price.

 

Clopay brand names are widely recognized in the building products industry. Clopay believes that it has earned a reputation among installing dealers and retailers for producing a broad range of innovative, high-quality doors with industry leading lead times supported by an extensive distribution network. Clopay's market position, brand recognition, and proprietary software applications and systems are key marketing tools for expanding its customer base.

 

 

Clopay's principal manufacturing facilities include 1,625,000 square feet in Troy and Russia, Ohio, 279,000 square feet in Mountain Top, Pennsylvania and 163,000 square feet in Goodyear, Arizona. Clopay distributes its products through a wide range of distribution channels, including a national network of 57 distribution centers with a total of approximately 1,300,000 square feet. This network of manufacturing facilities and distribution centers is capable of providing just in time and prepositioned inventory across the U.S. and Canada, and provides flexibility regarding how and where doors are delivered to customers in their local markets.

Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, Hunter and ClosetMaid. AMES, founded in Massachusetts in 1774, has the distinction of being one of the oldest companies in continuous operation in the United States. Over its long life, AMES has grown organically and through the acquisition of other leading and historic tool businesses such as True Temper, Union Tools, and Garant. Today, AMES is a leading provider of long-handled tools and landscaping products for homeowners and professionals in North America, and also provides these products in key global markets including Canada, Australia, New Zealand, the U.K., and Ireland. Under the ClosetMaid brand, CPP is a leading provider of wood and wire closet organization, general living storage, and wire garage storage products in the United States. Under the Hunter brand, since 1886, CPP is a leading provider of residential, industrial and commercial fans in the United States.

CPP has approximately 2,000 employees worldwide.

 

CPP's brands are among the most recognized across its primary product categories in North America, Australia and the United Kingdom. Its brand portfolio for long-handled tools, outdoor décor, and landscaping product includes AMES®, True Temper®, Garant®, Harper®, UnionTools®, Westmix™, Cyclone®, Southern Patio®, Northcote Pottery™, Nylex®, Hills®, Kelkay®, Tuscan Path®, La Hacienda®, Kelso™, Dynamic Design®™, Apta®, Quatro Design® and Pope®. Contractor-oriented tool brands include Razor-Back® Professional Tools and Jackson® Professional Tools. CPP's home organization, general living storage, and garage storage products are sold primarily under the ClosetMaid® brand. CPP's residential, industrial and commercial fan products are sold under the Hunter Fan®, Hunter Industrial® and Casablanca® brands.

This strong portfolio of brands enables CPP to build and maintain long-standing relationships with leading retailers and distributors. In addition, given the breadth of its brand portfolio and product category depth, CPP is able to offer specific, differentiated branding strategies for key retail customers. These strategies focus on enhancement of brand value, with the goal of de-commoditizing CPP products through identity and functionality elements that makes each top brand unique, attractive and visually recognizable by the consumer.

 

CPP markets a broad portfolio of long-handled tools, landscaping products, home organization products and residential, industrial and commercial fans. This portfolio contains many iconic brands and is anchored by six core product categories: seasonal outdoor tools, project tools, outdoor décor and watering, home organization, fans and cleaning products. As a result of brand portfolio recognition, outstanding product quality, industry leading service and strong customer relationships, CPP has earned market-leading positions in its six core product categories. The following is a brief description of CPP's primary product lines:

•Seasonal Outdoor Tools

 

•Long-Handled Tools: An extensive line of engineered tools including shovels, spades, scoops, rakes, hoes, cultivators, weeders, post hole diggers, scrapers, edgers and forks, marketed under leading brand names including AMES®, True Temper®, UnionTools®, Garant®, Cyclone® and Kelso™, as well as contractor-oriented brands including Razor-Back® Jackson® and Darby™.

•Wheelbarrows:  AMES designs, and develops a full line of wheelbarrows and lawn carts, primarily under the AMES®, True Temper®, Jackson® Professional Tools, UnionTools®, Garant® and Westmix™ brand names. The products range in size, material (poly and steel), tray form, tire type, handle length and color based on the needs of homeowners, landscapers and contractors.

•Snow Tools:  A complete line of snow tools is marketed under the True Temper®, Garant® and Union Tools® brand names. The snow tool line includes shovels, pushers, roof rakes, sled sleigh shovels, scoops and ice scrapers.

•Pruning: The pruning line is made up of pruners, loppers, shears, and other tools sold primarily under the AMES®, True Temper®, Cyclone® and Garant® brand names.

•Project Tools

•Striking Tools:  Axes, picks, mattocks, mauls, wood splitters, sledgehammers, pry bars and repair handles make up the striking tools product line. These products are marketed under the True Temper®, AMES®, Cyclone®, Garant®, Jackson® Professional Tools and Razor-Back® Professional Tools brand names.

•Hand Tools:  Hammers, screwdrivers, pliers, adjustable wrenches, handsaws, tape measures, levels, clamps, and other traditional hand tools make up this product line. These products are marketed under the Trojan®, Cyclone® and Supercraft® brand names. In addition, gardening hand tools, such as trowels, cultivators, weeders and other specialty garden hand tools, are marketed under the AMES® brand name.

•Outdoor Décor and Watering

•Planters and Lawn Accessories:  AMES is a designer and distributor of indoor and outdoor planters and accessories, sold under the Southern Patio®, Northcote Pottery™, Tuscan Path®, La Hacienda®, Hills®, Kelkay®, Quatro Design®, Pope® and Dynamic Design®™ brand names, as well as various private label brands. The range of planter sizes (from 6 to 32 inches) is available in various designs, colors and materials.

•Garden Hose and Storage:  AMES offers a wide range of garden hoses and hose reels under the AMES®, NeverLeak® and Nylex® brand names.

•Home Organization: AMES designs, manufactures and sells a comprehensive portfolio of wire and wood shelving, containers, storage cabinets and other closet and home organization accessories primarily under the highly recognized ClosetMaid® brand name. Wire products include wire shelving and hardware, wire accessories and kitchen storage products. Wire product brands include Maximum Load®, SuperSlide® and ShelfTrack®. Wood solutions include closet systems, cube storage, storage furniture and cabinets. Selected wood product brands include MasterSuite®, Suite Symphony®™, ExpressShelf®, Style+®, and SpaceCreations®.

•Fans: CPP designs and sells residential, industrial and commercial fans under the Hunter Fan®, Hunter Industrial® and Casablanca® brand names.

•Cleaning Products: CPP offers a line of cleaning products for professional, home, and industrial use, including brooms, brushes, squeegees, and other cleaning products, primarily under the Harper® brand.

CPP sells products throughout North America, Australia, New Zealand, the U.K. and Ireland through (1) home centers, such as The Home Depot, Inc. (“Home Depot”), Lowe’s Companies Inc. (“Lowe’s”), Rona Inc., Bunnings Warehouse (“Bunnings”) and Woodies (with the average length of the relationship with these customers being approximately 30 years); (2) mass market, specialty, and hardware retailers including Tractor Supply Corporation, Wal-Mart Stores Inc., Target Corporation, Canadian Tire Corporation, Limited, Costco Wholesale Corporation, Ace, Do-It-Best and True Value Company; (3) industrial distributors, such as W.W. Grainger, Inc. and ORS Nasco; (4) homebuilders, such as D.R. Horton, KB Home, Lennar and NVR, Inc.; and (5) E-commerce platforms, such as Amazon Inc., Wayfair Inc. (“Wayfair”), Hayneedle Inc. (“Hayneedle”), Beyond, Inc. (“Beyond”), and Spreetail LLC.

 

Home Depot, Lowe's and Bunnings are significant customers of CPP. The loss of any of these customers would have a material adverse effect on the CPP business and on Griffon.

 

 

CPP product development efforts focus on both new products and product line extensions. CPP continually improves existing products as well as develops new products to satisfy consumer needs, expand revenue opportunities, maintain or extend competitive advantages, increase market opportunity and reduce production costs. Products are developed through in-house industrial design and engineering staffs to introduce new products and product line extensions that are timely and cost effective.

 

 

CPP's sales organization is structured by product line and distribution channel in the U.S., and by country internationally. In the U.S., a dedicated team of sales professionals is provided for each of the large retail customers. Offices are maintained adjacent to each of the two largest customers’ headquarters, supported by a shared in-house sales analyst. In addition, sales professionals are assigned to domestic, wholesale and industrial distribution channels. Sales teams located in Canada, Australia, the United Kingdom, Mexico and Ireland handle sales in each of their respective regions. In Australia, a dedicated team of sales professionals is provided for the largest retail customer. CPP has made significant investments in automation, facilities expansion and fulfillment operations to support e-commerce growth.

 

CPP's primary raw material inputs include resin (primarily polypropylene and high-density polyethylene), hickory wood and steel (wire rod). All raw materials are generally available from a number of sources. CPP sources certain finished goods, primarily in storage and organization, outdoor décor, residential, industrial and commercial fans, and tools.

 

The long-handled tools and landscaping product industry is highly competitive and fragmented. Most competitors consist of small, privately-held companies focusing on a single product category. Some competitors, such as Fiskars Corporation in the hand tool and pruning tool market and Truper Herramientas S.A. de C.V. in the long-handled and garden tool space, compete in various tool categories. Suncast Corporation competes in the hose reel and accessory market, and in the long-handled plastic snow shovel category. In addition, there is competition from imported or sourced products from China, India and other low-cost producing countries, particularly in long-handled tools, wheelbarrows, planters, striking tools and pruning tools.

 

The home storage and organizational solutions industry is also highly fragmented. CPP, primarily under the ClosetMaid brands, sells through retail, direct to consumer (e-commerce category) and direct to installer (building) channels and competes with a significant number of companies across each of these unique channels. Principal competition for retail wire products is from products sourced from China, India and other low-cost producing countries. FirstService Brands, Inc. sells competing wood solutions under the brand California Closets®, but does not sell through the retail or direct to consumer channels.

The residential, industrial, and commercial fan industry is fragmented. CPP, under the highly recognized Hunter brand, sells through direct to consumer (e-commerce category), retail, and direct to installer (industrial and commercial) channels. CPP's principal competitors in the consumer ceiling fan market are retailer house brands such as Hampton Bay in The Home Depot and Harbor Breeze in Lowe’s, followed by Minka Air. In the industrial and commercial fan space, principal competitors are Big Ass Fans, Rite-Hite, Macro Air, and Minka Air.

CPP differentiates itself and provides the best value to customers through its successful history of innovation, dependable supply chain and high on-time delivery rates, quality, product performance, and highly recognized product brands. CPP's size, depth and breadth of product offering, category knowledge, research and development (“R&D”) investment, service and its ability to react to sudden changes in demand from seasonal weather patterns, especially during harsh winter months, are competitive advantages.

 

CPP sources products for sale through a combination of internal and external global manufacturing sources and supply chain partners. Principal North American manufacturing facilities include a 676,000 square foot facility in Ocala, Florida, and a 353,000 square foot center in St. Francois, Quebec, Canada. CPP also operates two wood mills, of which one is located in Canada and the other is located in the United States. Internationally CPP operates manufacturing facilities in Grafton, New South Wales and Wonthaggi, Victoria, both in Australia.

CPP has three principal distribution facilities in the United States: a 1.4 million square foot facility in Carlisle, Pennsylvania; a 997,000 square foot facility in Reno, Nevada; and a 600,000 square foot facility in Byhalia, Mississippi. Finished goods are transported to these facilities by both an internal fleet, as well as over the road trucking and rail. Additionally, light assembly is performed at the Carlisle and Reno locations. Smaller distribution centers are also strategically located in the U.S. in Ocala, Florida, and internationally in Canada, Australia, the United Kingdom and Ireland.

 

As of September 30, 2025, Griffon and its subsidiaries employ approximately 5,100 employees located primarily throughout North America, the United Kingdom, Australia, and China.  Generally, the total number of employees of Griffon and its subsidiaries does not significantly fluctuate throughout the year.  However, acquisition activity or the opening of new branches or lines of business, efficiency initiatives, or other changes in the level of Griffon's business activity (for instance, based on actual or anticipated customer demand or other factors), could require staffing level adjustments.

As of September 30, 2025, approximately 145 employees in Canada are represented by the Trade Union Advisory Committee. Griffon believes its relationships with its employees are satisfactory.

In managing its human capital resources, Griffon aims to attract a qualified workforce through an inclusive and accessible recruiting process that utilizes online recruiting platforms, campus outreach, internships and job fairs. Griffon also seeks to retain employees by offering competitive wages, benefits and training opportunities, as well as promoting a safe and healthy workplace. Griffon and all of its businesses strictly comply with all applicable state, local and international laws governing nondiscrimination in employment in every location in which Griffon and its businesses have facilities. This applies to all terms and conditions of employment, including recruiting, hiring, placement, promotion, termination, layoff, recall, transfer, leaves of absence, compensation and training. All applicants and employees are treated with the same high level of respect regardless of their gender, ethnicity, religion, national origin, age, marital status, political affiliation, sexual orientation, gender identity, disability or protected veteran status.

 

Griffon’s operations are subject to various environmental, health, and employee safety laws and regulations. Griffon believes that it is in material compliance with these laws and regulations. Historically, compliance with environmental, health, and employee safety laws and regulations have not materially affected, and are not expected to materially affect, Griffon’s capital expenditures, earnings or competitive position. Nevertheless, Griffon cannot guarantee that, in the future, it will not incur additional costs for compliance or that such costs will not be material.

 

 

No other customer accounted for 10% or more of consolidated revenue. Future operating results will continue to substantially depend on the success of Griffon’s largest customers and Griffon's relationships with them. Orders from these customers are subject to change and may fluctuate materially. The loss of all or a portion of volume from any one of these customers could have a material adverse impact on Griffon’s financial results, liquidity and operations.

 

Griffon's revenue and earnings are generally lowest in our first and fourth quarters ending December 31, and September 30, respectively, and highest in the second and third quarters ending March 31, and June 30, respectively, primarily due to the seasonality within the HBP and CPP businesses. HBP’s business is driven by renovation and construction during warm weather, which is historically at reduced levels during the winter months, generally in our second quarter. In 2025, 49% of CPP's sales occurred during the second and third quarters compared to 52% in 2024 and 54% in 2023.

Demand for lawn and garden products is influenced by weather, particularly weekend weather during peak gardening season. AMES' sales volume can be adversely affected by certain weather patterns such as unseasonably cool or warm temperatures, hurricanes, water shortages or floods. In addition, lack of snow or lower than average snowfall during the winter season may result in reduced sales of certain AMES' products, such as snow shovels and other snow tools. As a result, AMES' results of operations, financial results and cash flows could be adversely impacted.

 

Segment and operating results are included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

For geographic financial information, see the Reportable Segment footnote in the Notes to Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data.

 

Griffon’s non-U.S. businesses are primarily in Canada, Australia, the U.K., Ireland and China.

 

Griffon’s businesses are encouraged to improve existing products as well as develop new products to satisfy customer needs; expand revenue opportunities; maintain or extend competitive advantages; increase market share and reduce production costs. R&D costs, not recoverable under contractual arrangements, are charged to expense as incurred.

 

Griffon follows a practice of actively protecting and enforcing its proprietary rights in the U.S. and throughout the world where Griffon’s products are produced and sold. All intellectual property information presented in this section is as of September 30, 2025.

Trademarks are of significant importance to Griffon’s HBP and CPP businesses. With 50 years of experience and innovation in the garage door industry, and over 100 years of experience in the rolling steel door industry, HBP has a significant level of goodwill in its strong family of brands, including: Clopay®, America’s Favorite Doors®; Holmes Garage Door Company®; IDEAL Door®; and the Cornell® and Cookson® commercial door brands. Principal global and regional trademarks used by CPP for its tool and landscape products include AMES®, True Temper®, Garant®, Harper®, UnionTools®, Westmix™, Cyclone®, Southern Patio®, Northcote Pottery™, Nylex®, Hills®, Kelkay®, Tuscan Path®, Pope®, La Hacienda®, Kelso™, Apta®, and Dynamic Design®, as well as contractor-oriented brands including Razor-Back® Professional Tools and Jackson® Professional Tools. Storage and home organization brands within CPP include ClosetMaid®, MasterSuite®, Suite Symphony®, Cubeicals®, ExpressShelf®, SpaceCreations®, Maximum Load®, SuperSlide® and ShelfTrack®. CPP’s Hunter Fan Company has over 135 years of experience in the ceiling fan industry with well-recognized brands including Hunter®, Casablanca®, Hunter Industrial®, and Jan Fan®. The HBP and CPP businesses have approximately 1,564 registered trademarks and approximately 149 pending trademark applications around the world. Griffon’s rights in these trademarks endure for as long as they are used and registered.

Patents are also important to the HBP and CPP businesses. HBP holds approximately 65 issued patents and 27 pending patent applications in the U.S., as well as approximately 18 and 108 corresponding foreign patents and patent applications, primarily related to garage door system components and operation. CPP protects its designs and product innovation through the use of patents, and currently has approximately 855 issued patents and approximately 187 pending patent applications in the U.S., as well as approximately 345 and 69 corresponding foreign patents and patent applications, respectively. Design patents are generally valid for fourteen years, and utility patents are generally valid for twenty years, from the date of filing. Griffon's patents are in various stages of their terms of validity.

Griffon and its operating companies have always taken into account environmental, social and governance (“ESG”) considerations in the management of our businesses. Griffon is a subscriber to the United Nations Global Compact (“UNGC”) and published its inaugural annual Sustainability Report in August 2022, in relation to fiscal 2021, benchmarked to both United Nations Global Compact (“UNGC”) Sustainable Development Goals and to the Sustainability Accounting Standards Board (“SASB”) criteria. Since then, Griffon published an annual Sustainability Report in November 2024 in relation to calendar 2023; and in November 2023 in relation to calendar 2022. The Griffon ESG policy, and annual Sustainability Report, can be found on the Griffon website at www.griffon.com. We expect to file our calendar year 2024 Sustainability Report before the end of calendar 2025.

The annual Sustainability Report discusses employee safety, employee education and welfare, carbon emissions, air emissions, energy consumption, water consumption, waste generation, recycled raw materials, and packaging initiatives, as well as community involvement and charitable giving. In our calendar 2022 report, we set an overarching goal of 30 percent reduction across six key metrics by 2030: carbon emissions, air emissions, water consumption, hazardous waste generated, lost time rates, and recordable injury rates. In addition, in 2023, in connection with the announcement of an expansion of CPP's global sourcing strategy, we adopted a Supplier Code of Conduct (“SCC”) that essentially binds our suppliers to the same ESG goals and criteria to which Griffon adheres.

Griffon has assessed the environmental risk from its operations and focused its efforts to date on areas with the potential to have the greatest environmental impact. Where available, we use recycled materials to construct our products, and we continuously improve our packaging to reduce both volume and environmental impact. For example, bags used to pack AMES’ Kelkay aggregate products in the UK are made from plant-based materials, and not from petroleum. The AMES Companies use a box-on-demand system that reduces packaging size. Approximately seventy percent of the steel used in HBP's garage doors is recycled steel. AMES is a member of the Appalachian Hardwood Manufacturers Association, which provides sustainable hardwoods for AMES tools, and is committed to purchasing hardwoods through the Sustainable Forestry Initiative.

Our operating companies are involved in the local communities in which they operate. We are involved in more than 100 charitable and community organizations, including well known national concerns such as Habitat for Humanity, Boys and Girls Clubs, the Home Depot Foundation (Diamond Sponsor), the Lowe's Foundation, and the American Cancer Society, as well as local groups such as garden clubs. Our communities know they can count on our support.

Over the last six years, we have invested millions of dollars in capital improvements relating to employee safety and health. These improvements include major upgrades to our loading and unloading operations (which had been the source of a significant portion of our worker injuries), ergonomic improvements, machine guarding and elimination of certain high-risk repetitive jobs through the use of robotics. Griffon has also invested significant time and capital in reducing ergonomic injuries through better work positioning and lifting improvements. Griffon has invested over one million dollars in improvements to employee welfare facilities, such as break areas and cafeterias.

More importantly, we view our employees as more than just workers. Through our Employee Stock Ownership Plan ("ESOP"), our U.S. employees own approximately nine percent of Griffon stock. Our businesses engage in a variety of outreach programs in the various communities in which we operate to recruit new employees at all levels. These programs involve high schools and vocational schools, as well as colleges and universities, and often include internships as a means for potential new employees to experience what it is like to be part of our team. We also have a variety of onboarding programs, onsite job training programs, leadership development programs, and tuition reimbursement and education assistance policies to further the development and advancement of our employees.

In all of our geographies, we conduct regular audits of suppliers and utilize contractual terms that require our suppliers to comply with environmental and social laws and regulations, as well as with our policies, including with respect to human rights, child labor, slave labor and unsafe working conditions. Our SCC requires that all new suppliers, major volume suppliers and suppliers in higher risk areas submit a formal certification of compliance with our SCC. All key suppliers worldwide are required to periodically submit to an SCC audit, which evaluates not only quality control and vendor capabilities, but assesses to what extent each supplier emphasizes environmental, labor and social considerations in the operation of its business. Griffon companies are in the process of phasing in the SCC over a multi-year period; the initial year included training and program roll-out.

Honesty, transparency, and ethical practices have been ordinary course at Griffon for decades, and we continue to review and upgrade our programs in these areas. Our Code of Business Conduct and Ethics ("Code"), to which every employee certifies annually, requires that each and every employee conduct business to the highest ethical standards. Any acts of bribery are strictly prohibited, as is human trafficking and activities supporting human trafficking, such as the use of conflicts minerals. The Code prohibits all business courtesies except for those with an insignificant value, and even then, only under limited circumstances. Our SCC reinforces the same expectations from our suppliers. Our Corporate Governance Guidelines are published on our website. While the guidelines require that a majority of directors be independent, currently all of our directors are independent except our CEO (constituting approximately 91% of our directors). Griffon has appointed a lead independent director and has four principal board committees - Audit, Compensation, Nominating and Corporate Governance, and Finance - each of which has its responsibilities set forth in a charter available on the Griffon website.

We expect each of our employees and suppliers around the world to work hard to deliver outstanding products to our customers and to deliver value to our shareholders. And, while doing so, we expect them to respect and adhere to our environmental, social and governance commitments and policies, and to make our company a place where all employees are proud to come to work every day.

 

The following is a current list of Griffon’s executive officers:

 

Name			Age			Positions Held and Prior Business Experience
Ronald J. Kramer			67			Chief Executive Officer since April 2008, Chairman of the Board since January 2018, Director since 1993, Vice Chairman of the Board from November 2003 to January 2018. From 2002 through March 2008, President and a Director of Wynn Resorts, Ltd. (Nasdaq:WYNN), a developer, owner and operator of destination casino resorts. From 1999 to 2001, Managing Director at Dresdner Kleinwort Wasserstein, an investment banking firm, and its predecessor Wasserstein Perella & Co. Member of the board of directors of Franklin BSP Capital Corporation and Franklin BSP Private Credit Fund. Former member of the board of directors of Douglas Elliman Inc. (NYSE: DOUG), from December 2021 to July 2024, and of Entain pls (LSE:ENT), from March 2024 to March 2025.
Robert F. Mehmel			63			President and Chief Operating Officer since December 2012, director from May 2018 to March 2022. From August 2008 to October 2012, President and Chief Operating Officer of DRS Technologies (Formerly NYSE:DRS) ("DRS"), a supplier of integrated products, services and support to military forces, intelligence agencies and prime contractors worldwide. From May 2006 to August 2008, Executive Vice President and Chief Operating Officer of DRS and from January 2001 to May 2006, Executive Vice President, Business Operations and Strategy, of DRS.
Brian G. Harris			56			Executive Vice President and Chief Financial Officer since November 2024. Senior Vice President and Chief Financial Officer from August 2015 to November 2024. From November 2012 to July 2015, Vice President and Controller of Griffon. From July 2009 to July 2015, Griffon's Chief Accounting Officer. From May 2005 to June 2009, Assistant Controller of Dover Corporation, a diversified global manufacturer (NYSE:DOV). Prior to this time, held various finance and accounting roles with Hearst Argyle Television (Formerly NYSE:HTV), John Wiley and Sons, Inc. (NYSE:WLY) and Arthur Andersen, LLP.
Seth L. Kaplan			56			Senior Vice President, General Counsel and Secretary since May 2010.  From July 2008 to May 2010, Assistant General Counsel and Assistant Secretary at Hexcel Corporation (NYSE:HXL), a manufacturer of advanced composite materials for space and defense, commercial aerospace and wind energy applications.  From 2000 to July 2008, Senior Corporate Counsel and Assistant Secretary at Hexcel.  From 1994 to 2000, associate at the law firm Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP).

 

Griffon’s business, financial condition, operating results and cash flows can be impacted by a number of factors which could cause Griffon’s actual results to vary materially from recent or anticipated future results. The risk factors discussed in this section should be carefully considered with all of the information in this Annual Report on Form 10-K. These risk factors should not be considered the only risk factors facing Griffon. Additional risks and uncertainties not presently known or that are currently deemed immaterial may also materially impact Griffon’s business, financial condition, operating results and cash flows in the future.

 

In general, Griffon is subject to the same general risks and uncertainties that impact other diverse manufacturing companies including, but not limited to, general economic, industry and/or market conditions and growth rates; impact of natural disasters and pandemics, and their effect on global markets; possible future terrorist threats and their effect on the worldwide economy; and changes in laws or accounting rules. Griffon has identified the following specific risks and uncertainties that it believes have the potential to materially affect its business and financial condition.

The current worldwide economic uncertainty and market volatility could continue to have an adverse effect on Griffon during 2026, within both the HBP and CPP segments, which are linked to the U.S. housing and the commercial property markets, and the U.S. economy in general. Purchases of many HBP and CPP products are discretionary for consumers who are generally more willing to purchase products during periods in which favorable macroeconomic conditions prevail. These conditions could make it more difficult to obtain additional credit on favorable terms for investments in current businesses or for acquisitions, or could render financing unavailable; in addition, while we do not have any material debt maturities prior to 2028, if these conditions persist, we may have difficulty refinancing our debt before it comes due. Griffon is also exposed to certain fundamental economic risks including a decrease in the demand for the products and services it offers or a higher likelihood of default on its receivables.

 

The HBP and CPP businesses serve residential and commercial construction and renovation, and are influenced by market conditions that affect these industries. For the year ended September 30, 2025, approximately 63% and 37% of Griffon’s consolidated revenue was derived from the HBP and CPP segments, respectively, which were dependent on renovation of existing homes, new home construction, and commercial non-residential construction, repair and replacement. The strength of the U.S. economy, the age of existing home stock, job growth, interest rates, consumer confidence and the availability of consumer credit, as well as demographic factors such as migration into the U.S. and migration of the population within the U.S., have an effect on HBP and CPP.  To the extent market conditions for residential or commercial construction and renovation are weaker than expected, this will likely have an adverse impact on the performance and financial results of the HBP and CPP businesses.

U.S. annual inflation rose to approximately 9.1% in 2022, its highest level in about 40 years, and has since moderated to the low‑to‑mid 2% range, according to the U.S. Department of Labor data and projections from the Social Security Administration. Although inflation rates have generally decreased over the last three years, future increases in inflation may result in decreased demand for Griffon’s operating company’s products and services and increased operating costs and expenses, including for labor, raw materials and supplies. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks, which may result in economic recession. As a result of fluctuations in inflation, we may seek to increase the sales prices of our products and services in order to maintain satisfactory margins. Any attempts to offset Griffon’s cost increases with price increases may result in reduced sales, increased customer dissatisfaction or reputational harm. Additionally, Griffon’s operating companies may be unable to raise the prices of their products and services at or above the rate at which their costs increase, which may reduce operating margins and have a material adverse effect on financial results and future growth.

 

Griffon’s operating companies face intense competition in the markets they serve. Griffon competes primarily on the basis of technical expertise, product differentiation, quality of products and services, and price. There are a number of competitors to Griffon, some of which are larger and have greater resources than Griffon’s operating companies. Griffon's operating companies may face additional competition from companies that operate in countries with significantly lower operating costs.

Many HBP and CPP customers are large mass merchandisers, such as home centers, warehouse clubs, discount stores, commercial distributors and e-commerce companies. The growing share of the market represented by these large mass merchandisers, together with changes in consumer shopping patterns, have contributed to the increase of multi-category retailers and e-commerce companies that have strong negotiating power with suppliers. Many of these retailers import products directly from suppliers based in low-cost countries to source and sell products under their own private label brands to compete with HBP and CPP products and brands, which increases pricing pressure on our products. In addition, the intense competition in the retail and e-commerce sectors, combined with the overall increasingly competitive economic environment, may cause certain HBP or CPP customers to experience financial difficulty, or fail. The loss of, or a failure by, one of HBP’s or CPP’s significant customers could adversely impact our sales and operating cash flows.

To address all of these challenges, HBP and CPP must be able to respond to these competitive pressures, and the failure to respond effectively could result in a loss of sales, reduced profitability and a limited ability to recover cost increases through price increases. In addition, there can be no assurance that Griffon will not encounter increased competition in the future, which could have a material adverse effect on Griffon’s financial results.

 

A small number of customers account for, and are expected to continue to account for, a substantial portion of Griffon’s consolidated revenue. Home Depot and Menards are significant customers of HBP and Home Depot, Lowe’s and Bunnings are significant customers of CPP. Home Depot accounted for approximately 10% of Griffon’s consolidated revenue, 9% of HBP's revenue and 12% of CPP's revenue for the year ended September 30, 2025. Future operating results will continue to substantially depend on the success of Griffon’s largest customers, as well as Griffon’s relationships with them. Orders from these customers are subject to fluctuation and may be reduced materially due to changes in customer needs or other factors. Any reduction or delay in sales of products to one or more of these customers could significantly reduce Griffon’s revenue. Griffon’s operating results also depend on successfully developing and maintaining relationships with additional key customers. Griffon cannot ensure that its largest customers will be retained or that additional key customers will be recruited. Also, both HBP and CPP extend credit to its customers, which exposes Griffon to credit risk. The Company's largest customer accounted for approximately 6%, 14% and 9% of the net accounts receivable of HBP, CPP and Griffon as of September 30, 2025, respectively. If this customer were to become insolvent or otherwise unable to pay its debts, the financial condition, results of operations and cash flows of HBP, CPP and Griffon could be adversely affected.

 

HBP and CPP rely on a limited number of companies globally to supply components and manufacture certain of their products. The percentage of HBP and CPP worldwide sourced finished goods as a percent of revenue approximated 6% and 38%, respectively, in 2025. The percentage of HBP and CPP's worldwide sourced components as a percent of cost of goods sold approximated 18% and 3%, respectively, in 2025. Reliance on third party suppliers and manufacturers may reduce control over the timing of deliveries and quality of both HBP and CPP products. Reduced product quality or failure to deliver products timely may jeopardize relationships with certain of HBP's and CPP's key customers. In addition, reliance on third party suppliers or manufacturers may result in the failure to meet HBP and CPP customer demands. Continued turbulence in the worldwide economy may affect the liquidity and financial condition of HBP and CPP suppliers. Should any of these parties fail to manufacture sufficient supply, go out of business or discontinue a particular component, alternative suppliers may not be found in a timely manner, if at all. Such events may impact the ability of HBP and CPP to fill orders, which could have a material adverse effect on customer relationships. Finally, the recent expansion by CPP of its global sourcing strategy to include various product lines for the U.S. market has increased CPP’s reliance on third-party suppliers and, accordingly, CPP’s exposure to the risks relating to the use of third-party suppliers.

 

 

HBP and CPP suppliers primarily provide resin, wood, steel and wire rod. Both of these businesses could experience shortages of raw materials or components for products or be forced to seek alternative sources of supply. If temporary shortages due to disruptions in supply caused by weather, transportation, production delays or other factors require raw materials to be secured from sources other than current suppliers, the terms may not be as favorable as current terms or certain materials may not be available at all. In recent years, both HBP and CPP have experienced price increases for most of their raw materials.

 

While most key raw materials used in Griffon’s businesses are generally available from numerous sources, raw materials are subject to price fluctuations. Because raw materials in the aggregate constitute a significant component of the cost of goods sold, price fluctuations could have a material adverse effect on Griffon’s results of operations. Griffon’s ability to pass raw material price increases to customers is limited due to supply arrangements and competitive pricing pressure, and there is generally a time lag between increased raw material costs and implementation of corresponding price increases for Griffon’s products. In particular, sharp increases in raw material prices are more difficult to pass through to customers and may negatively affect short-term financial performance.

CPP's business is global, with products and raw materials sourced from, and manufactured and sold, in multiple countries around the world. There are risks associated with conducting a business that may be impacted by political and other developments associated with international trade. In this regard, certain products sold by CPP in the United States and elsewhere are currently sourced from suppliers in China, with some of these products sourced exclusively from suppliers in China.

Certain raw materials used by CPP are also sourced from China and therefore may have their prices and availability impacted by tariffs imposed on trade between the United States and China. Through the expanded sourcing strategy and the closure of U.S. facilities, CPP has increased its reliance on suppliers in China, which could exacerbate the impact of tariffs. While CPP has established certain suppliers outside of China and is in the process of developing additional suppliers outside of China, and has increased sourcing from several other countries in an effort to minimize the risks associated with sourcing from China, various tariff actions taken since January 2025 by the U.S. government relating to imports from other countries may increase the costs of shifting CPP’s supply chain away from China. Uncertainties regarding the future of these tariffs may cause CPP to delay, postpone, or modify some of its supply chain sourcing changes, and may thereby impact CPP’s ability to realize the full benefits of its expanded sourcing strategy.

The sourcing of CPP finished goods, components and raw materials from China are generally subject to supply agreements with Chinese companies. China does not have a well-developed, consolidated body of laws governing agreements with international customers. Enforcement of existing laws or contracts based on existing law may be uncertain and sporadic, and it may be difficult to obtain swift and equitable enforcement or to obtain enforcement of a judgment by a court of another jurisdiction, including other jurisdictions within China itself. The relatively limited Chinese judicial precedent on matters of international trade in many cases creates additional uncertainty as to the outcome of any litigation. In addition, interpretation of statutes and regulations in China may be subject to government policies or political changes.

Because of the volume of sourcing by CPP from international locations, trade actions by the U.S. government since January 2025, as well as future trade actions, represent a continuing risk to CPP’s revenue and operating performance. U.S. imports from China are projected to reach $439 billion in 2025. The majority of these imports were already subject to the tariffs imposed on Chinese imports since March 2018 under Section 301 of the Trade Act of 1974, as amended. In January 2025, the U.S. issued the “America First Trade Policy,” pursuant to which the administration commenced a broad range of trade investigations that have resulted in the imposition of a series of significant tariffs on products from many countries around the world. These actions aim to address national security, migration and trade imbalances, but have triggered significant global trade tensions and numerous legal challenges. Since their implementation, many of these tariffs have been paused, expanded, increased, reduced, or rolled back, in some cases multiple times, and several additional tariffs have been added, increasing the overall scope of products covered. The volatile nature of these tariff actions creates significant uncertainty about the financial and operational impact on CPP’s operating and financial performance and may hinder the ability of CPP to develop and implement sustainable tariff mitigation strategies. Additionally, the U.S. government has announced an enhanced focus on aggressive customs enforcement, including through the creation of a Trade Fraud Task Force, a cross-agency initiative of the U.S. Departments of Justice and Homeland Security aimed at combatting trade fraud, tariff evasion, and customs violations. Compliance with evolving trade regulations in light of this heightened enforcement paradigm has increased administrative complexity and costs, and the failure to adapt quickly and effectively to these changes could materially and adversely affect CPP’s business.

In addition to tariffs, an increased global focus on forced labor in supply chains continues to have the potential to impact our business operations. In June 2022, the Uyghur Forced Labor Prevention Act (UFLPA) went into effect and establishes a rebuttable presumption that goods made in whole or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China are produced with forced labor, and directs U.S. Customs and Border Protection (CBP) to prevent entry of products made with forced labor into the U.S. market. Importers whose shipments are detained by CBP under the UFLPA can rebut the presumption with “clear and convincing evidence” that the products were not produced with forced labor. This requires that the importer submit detailed information regarding every supplier and sub-supplier, and all components and raw materials, relating to the manufacturing and transportation of goods being detained. Detention costs accrue during the pendency of CBP's evaluation.

From October 1, 2024 through September 30, 2025, more than 6,900 shipments to U.S importers were targeted by CBP for further inspection, compared to approximately 4,200 shipments in the prior year. Neither CPP nor its suppliers currently manufacture or source products, components or raw materials from the Uyghur region of China; however, CBP takes a broad approach when targeting shipments it believes may have originated from the Uyghur region based on product definitions, tariff codes and supplier names that lead them to suspect the goods come from the Uyghur region. Additionally, the Forced Labor Enforcement Task Force has determined that certain industry sectors (including consumer products and mass merchandising, electronics, apparel, cotton and cotton products, silica-based products, PVC and aluminum products), and countries of origin outside of China (including Malaysia, Vietnam, and Thailand) have an inherently higher risk of forced labor, such that CBP may detain goods within these sectors suspected of being manufactured with materials originating from Xinjiang, or coming from a country identified as higher risk.

As a result, CPP shipments may be targeted for detention in which case they become subject to the rebuttable presumption that they were sourced from the Uyghur region or another high-risk country, even though they are not imported directly from China or are otherwise demonstrably outside the scope of the UFLPA. In view of the increased enforcement of forced labor initiatives, we are continuing to update our compliance measures and work with our supply base to validate their supply chains, from raw materials through components to finished goods, to ensure our goods are not made using forced labor.

We cannot be certain that our products will not be targeted or that our shipments will not be detained, which may impact our operating performance.

HBP and CPP operations are also subject to the effects of international trade agreements and regulations such as the United States-Mexico-Canada Agreement (USMCA), which will undergo a mandatory six-year review in 2026, and the activities and regulations of the World Trade Organization. Although these trade agreements generally have positive effects on trade liberalization, sourcing flexibility and the cost of goods by reducing or eliminating the duties and/or quotas assessed on products manufactured in a particular country, trade agreements can also adversely affect HBP and CPP. For example, trade agreements can result in setting quotas on products that may be imported from a particular country into key markets including the U.S., Canada, Australia and the U.K., or may make it easier for other companies to compete by eliminating restrictions on products from countries in which HBP and CPP competitors source products. With the expansion of its global sourcing strategy and the closure of numerous U.S. manufacturing locations, CPP is likely to experience a diminished ability to take advantage of the trade benefits of the USMCA.

The ability of HBP and CPP to import products in a timely and cost-effective manner may continue to be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as port and shipping capacity, fuel prices, labor disputes, severe weather or increased homeland security requirements in the U.S. and other countries, as well as the potential for increased costs due to currency exchange fluctuations. Changes in U.S. trade policy, including new tariffs and vessel fees for Chinese-built ships, as well as tariff-driven inventory surges, can disrupt international shipping, complicate import planning, and may result in delivery delays and increased costs, which could have an adverse impact on the business and financial results of HBP and CPP.

If a future pandemic or similar outbreak occurs and governments take protective actions, it may have a material adverse impact on Griffon’s businesses and operating results for the reasons described above. In such event, the extent and duration of any impact on our businesses would be difficult to predict. To the extent a new outbreak adversely affects our businesses, operations, financial condition and operating results, it may also have the effect of heightening many of the other risks factors such as those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness, as described in more detail below.

HBP’s business is driven by renovation and construction during warm weather, which is historically at reduced levels during the winter months, generally in our second quarter. In 2025, 49% of CPP's sales occurred during the second and third quarters compared to 52% in 2024 and 54% in 2023.

Demand for lawn and garden products is influenced by weather, particularly weekend weather during the peak gardening season. AMES' sales volumes could be adversely affected by certain weather patterns such as unseasonably cool or warm temperatures, hurricanes, water shortages or floods. In addition, lack of snow or lower than average snowfall during the winter season may result in reduced sales of certain AMES' products such as snow shovels and other snow tools. As global temperatures have warmed as a result of climate change, average snowfall levels in the United States and Canada have decreased and are expected to continue to decrease; this has resulted, and will likely continue to result, in reduced sales of snow shovels and other snow tools. As a result, AMES' results of operations, financial results and cash flows could be adversely impacted.

We rely on IT systems, networks and services to conduct our business, including communicating with employees and our key commercial customers, ordering and managing materials and products from suppliers, shipping products to customers and analyzing and reporting results of operations. While we have taken steps to ensure the security of our information technology systems, our systems may nevertheless be vulnerable to computer viruses, security breaches and other disruptions from unauthorized users. Cyber criminals are becoming more sophisticated and knowledgeable every day, and as their tactics evolve, it is a constant challenge to ensure that our IT security practices are sufficient to protect our IT systems and data. If our IT systems are damaged or cease to function properly for an extended period of time, whether as a result of a significant cyber incident or otherwise, our ability to communicate internally as well as with our customers and suppliers could be significantly impaired, which may adversely impact our business, operations and reputation.

In the normal course of our business, we collect, store, and transmit proprietary and confidential information regarding our brands, customers, employees, suppliers and others. We also engage third parties that store, process and transmit these types of information, as well as personal information, on our behalf. An operational failure or breach of security from increasingly sophisticated cyber threats could lead to loss, misuse or unauthorized disclosure of this information about our employees or customers, which may result in regulatory or other legal proceedings, and could have a material adverse effect on our business and reputation. We also may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Any such attacks or precautionary measures taken to prevent anticipated attacks may result in increasing costs, including costs for additional technologies, training, and third-party consultants. The losses incurred from a breach of data security and operational failures as well as the precautionary measures required to address this evolving risk may adversely impact our financial condition, results of operations and cash flows.

We depend on our information systems to process orders, manage inventory and accounts receivable collections, purchase, sell, and ship products efficiently and on a timely basis, maintain cost-effective operations, and provide superior service to our customers. If these systems are damaged, infiltrated, shutdown, or cease to function properly (whether as a result of planned upgrades, force majeure, telecommunications failures, hardware or software break-ins or viruses, other cyber security incidents, or otherwise), we may suffer disruption in our ability to manage and operate our business.

There can be no assurance that the precautions which we have taken against certain events that could disrupt the operations of our IT systems will prevent the occurrence of such a disruption. Any such disruption could have a material adverse effect on our business and results of operations.

 

Making strategic acquisitions is a part of Griffon’s growth plans. The ability to successfully complete acquisitions depends on identifying and acquiring, on acceptable terms, companies that either complement or enhance currently held businesses or expand Griffon into new profitable businesses, and, for certain acquisitions, obtaining financing on acceptable terms. Additionally, Griffon must properly integrate acquired businesses in order to maximize profitability. The competition for acquisition candidates is intense and Griffon cannot assure that it will successfully identify acquisition candidates and complete acquisitions at reasonable purchase prices, in a timely manner, or at all. Further, there is a risk that acquisitions will not be properly integrated into Griffon’s existing structure. In the past, Griffon has consummated a group of acquisitions within a short time period, which could occur again; the risks relating to integration of an acquisition may be exacerbated when numerous acquisitions are consummated in a short time period.

In implementing an acquisition growth strategy, the following may be encountered:

•Costs associated with incomplete or poorly implemented acquisitions;

•Expenses, delays and difficulties of integrating acquired companies into Griffon’s existing organization;

•Dilution of the interest of existing stockholders;

•Diversion of management’s attention; or

•Difficulty in obtaining financing on acceptable terms, or at all.

An unsuccessful implementation of Griffon’s acquisition growth strategy, including the failure to properly integrate acquisitions, could have an adverse impact on Griffon’s results of operations, cash flows and financial condition. We may also incur debt or assume contingent liabilities in connection with acquisitions, which could impose restrictions on our business operations and harm our operating results.

Griffon’s senior notes, which have limited covenants, are not due until 2028; our $800 million Term Loan B (current balance of $449 million), which also has limited covenants, is not due until 2029; and our $500 million revolving line of credit, which has greater covenant requirements, does not mature until 2028. However, in the event the 2028 Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027. There are potential impacts from Griffon’s use of debt to finance certain of its activities, especially acquisitions and expansions, as set forth below.

The credit agreement entered into by, and, to a lesser extent, the terms of the senior notes issued by, Griffon, each contain covenants that restrict the ability of Griffon and its subsidiaries to, among other things, incur additional debt, pay dividends, incur liens and make investments, acquisitions, dispositions, restricted payments and capital expenditures. Under the credit agreement, Griffon is also required to comply with specific financial ratios and tests. Griffon may not be able to comply in the future with these covenants or restrictions as a result of events beyond its control, such as prevailing economic, financial and industry conditions or a change in control of Griffon. If Griffon defaults in maintaining compliance with the covenants and restrictions in its credit agreement or the senior notes, its lenders could declare all of the principal and interest amounts outstanding due and payable and, in the case of the credit agreement, terminate the commitments to extend credit to Griffon in the future. If Griffon or its subsidiaries are unable to secure credit in the future, its business could be harmed.

Griffon may need to raise additional financing in the future in order to implement its business plan, refinance debt, or acquire new or complimentary businesses or assets. Any required additional financing may be unavailable, or only available at unfavorable terms, due to uncertainties in the credit markets. If Griffon raises additional funds by issuing equity securities, current holders of its common stock may experience significant ownership interest dilution and the holders of the new securities may have rights senior to the rights associated with current outstanding common stock.

Griffon’s indebtedness poses potential risks such as:

•A substantial portion of cash flows from operations could be used to pay principal and interest on debt, thereby reducing the funds available for working capital, capital expenditures, acquisitions, product development and other general corporate purposes;

•Insufficient cash flows from operations may force Griffon to sell assets, or seek additional capital, which Griffon may not be able to secure on favorable terms, if at all; and

•Its level of indebtedness may make Griffon more vulnerable to economic or industry downturns.

The issuance of additional equity securities or securities convertible into equity securities would result in dilution to existing stockholders’ equity interests. Griffon is authorized to issue, without stockholder vote or approval, 3,000,000 shares of preferred stock in one or more series, and has the ability to fix the rights, preferences, privileges and restrictions of any such series. Any such series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of Griffon’s common stock. While there is no present intention of issuing any such preferred stock, Griffon reserves the right to do so at any time. In addition, Griffon is authorized to issue, without stockholder approval, up to 85,000,000 shares of common stock, of which 46,346,048 shares, net of treasury shares, were outstanding as of September 30, 2025. Additionally, Griffon is authorized to issue, without stockholder approval, securities convertible into either shares of common stock or preferred stock.

The manufacturing facilities for each of Griffon's businesses are concentrated in just a few locations, and in the case of CPP, include third-party manufacturing facilities, some of which are abroad in low-cost locations. Any of Griffon's manufacturing facilities, including those of Griffon's third-party suppliers, are subject to disruption for a variety of reasons, such as natural or man-made disasters, pandemics, terrorist activities, disruptions of information technology resources, and utility interruptions. Such disruptions may cause delays in shipping products, which could result in the loss of business or customer trust, adversely affecting Griffon’s businesses and operating results.

Griffon’s current manufacturing resources may be inadequate to meet significantly increased demand for some of its products. Griffon’s ability to increase its manufacturing capacity depends on many factors, including the availability of capital, steadily increasing consumer demand, equipment delivery, construction lead-times, installation, qualification, and permitting and other regulatory requirements. Increasing capacity through the use of third-party manufacturers may depend on Griffon’s ability to develop and maintain such relationships and the ability of such third parties to devote additional capacity to meet Griffon’s needs.

A lack of sufficient manufacturing capacity to meet demand could cause customer service levels to decrease, which may negatively affect customer demand for Griffon's products and customer relations generally, which in turn could have a material adverse effect on Griffon's business, results of operations, financial condition and cash flows. In addition, operating facilities at or near capacity may also increase production and distribution costs and negatively impact relations with employees or contractors, which could result in disruptions to operations.

In addition, manufacturing costs may increase significantly and Griffon may not be able to pass along all or any of such increase to its customers; and when such increases are passed off to customers, there will be a time lag, which may be significant.

The ability of HBP and CPP to compete successfully depends in part on the company’s ability to develop and maintain leading brands so that retail and other customers will need its products to meet consumer demand. Leading brands allow each of CPP and HBP to realize economies of scale in its operations. The development and maintenance of such brands require significant investment in brand-building and marketing initiatives. While HBP and CPP plan to continue to increase expenditures for advertising and promotion and other brand-building and marketing initiatives over the long term, the initiatives may not deliver the anticipated results and the results of such initiatives may not cover the costs of the increased investment.

Griffon is required to assess goodwill and indefinite-lived intangible assets annually for impairment or on an interim basis if changes in circumstances or the occurrence of events suggest impairment exists. If impairment testing indicates that the carrying amount of reporting units or indefinite-lived intangible assets exceeds the respective fair value, an impairment charge would be recognized. If goodwill or indefinite-lived intangible assets were to become impaired, the results of operations could be materially and adversely affected.

During the fiscal years ended September 30, 2025, 2024 and 2023, Griffon performed annual impairment testing of its goodwill and indefinite-lived intangible assets. During the third quarter of fiscal 2025, indicators of goodwill and indefinite-lived intangible asset impairments were present for the Hunter Fan reporting unit within the CPP reportable segment. As a result of this assessment, during the third quarter of fiscal 2025, we recorded pre-tax, non-cash impairment charges of $136,612 and $107,000 related to Hunter Fan's goodwill and indefinite-lived intangible assets, respectively, which resulted in an aggregate decrease of $4.65 in our earnings per share for the year ended September 30, 2025. Indicators of impairment were not present for the HBP reportable segment or the AMES reporting unit within the CPP reportable segment during the fiscal year ended September 30, 2025.

For the fiscal year ended September 30, 2024, the annual impairment testing did not result in any impairments to goodwill or indefinite-lived intangible assets. For the fiscal year ended September 30, 2023, we recorded a non-cash, pre-tax indefinite-lived intangible assets impairment of $109,200, which resulted in an aggregate decrease of $1.49 in our earnings per share for the year ended September 30, 2023. Should we have to record any impairment charges in the future, it could have a significant negative impact on our earnings per share for the year in which any such impairment charge is recorded.

Griffon relies on other companies to provide materials, major components and products to fulfill contractual obligations. Such arrangements may involve subcontracts, teaming arrangements, or supply agreements with other companies. There is a risk that Griffon may have disputes regarding the quality and timeliness of work performed. In addition, changes in the economic environment, including constraints on available financing, may adversely affect the financial stability of Griffon's supply chain and their ability to meet their performance requirements or provide needed supplies on a timely basis. A disruption or failure of any supplier could have an adverse effect on Griffon's business resulting in an impact to profitability, possible termination of a contract, imposition of fines or penalties, and harm to Griffon's reputation impacting its ability to secure future business.

 

The markets for Griffon’s products are characterized by rapid technological change, evolving industry standards and continuous improvements in products. Due to constant changes in Griffon's markets, future success depends on Griffon's ability to develop new technologies, products, processes and product applications. Griffon's long-term success in the competitive retail environment and the industrial and commercial markets depends on its ability to develop and commercialize a continuing stream of innovative new products that are appealing to ultimate end users and create demand. New product development and commercialization efforts, including efforts to enter markets or product categories in which Griffon has limited or no prior experience, have inherent risks. These risks include the costs involved, such as development and commercialization, product development or launch delays, and the failure of new products and line extensions to achieve anticipated levels of market acceptance or growth in sales or operating income.

Griffon also faces the risk that its competitors will introduce innovative new products that compete with Griffon’s products. In addition, sales generated by new products could cause a decline in sales of Griffon’s other existing products. If new product development and commercialization efforts are not successful, Griffon’s financial results could be adversely affected.

Product and technological developments are accomplished both through internally-funded R&D projects, as well as through strategic partnerships with customers. Because it is not generally possible to predict the amount of time required and costs involved in achieving certain R&D objectives, actual development costs may exceed budgeted amounts and estimated product development schedules may be extended. Griffon’s financial condition and results of operations may be materially and adversely affected if:

 

•Product improvements are not completed on a timely basis;

•New products are not introduced on a timely basis or do not achieve sufficient market penetration;

•There are budget overruns or delays in R&D efforts; or

•New products experience reliability or quality problems, or otherwise do not meet customer preferences or requirements.

 

 

The success of Griffon is materially dependent upon the continued services of certain key officers and employees. The loss of such key personnel could have a material adverse effect on Griffon’s operating results or financial condition.

 

Griffon and its companies conduct operations in Canada, Australasia, the U.K., and China, and sell their products in many countries around the world. Sales of products by non-U.S. subsidiaries accounted for approximately 17% of consolidated revenue for the year ended September 30, 2025. These sales could be adversely affected by changes in political and economic conditions, trade protection measures, such as tariffs, the ability of the Company to enter into industrial cooperation agreements (offset agreements), differing intellectual property rights and laws and changes in regulatory requirements that restrict the sales of products or increase costs in such locations.

Enforcement of existing laws in such jurisdictions can be uncertain, and the lack of a sophisticated body of laws can create various uncertainties, including with respect to customer and supplier contracts. Currency fluctuations between the U.S. dollar and the currencies in the non-U.S. regions in which Griffon does business may also have an impact on future reported financial results.

Griffon's international sales and operations are subject to applicable laws relating to trade, export controls and foreign corrupt practices, the violation of which could adversely affect operations. Griffon is subject to various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business. In addition, Griffon is subject to certain export controls, laws and regulations, as well as to economic sanctions, laws and embargoes imposed by various governments or organizations, including the U.S. and the European Union or member countries. Violations of anti-corruption, export controls or sanctions laws may result in severe criminal or civil sanctions and penalties, including loss of export privileges and loss of authorizations needed to conduct Griffon's international business. Such violations could also result in Griffon being subject to other liabilities, which could have a material adverse effect on Griffon's business, results of operations and financial condition.

 

Griffon relies on a combination of patent, copyright and trademark laws, common law, trade secrets, confidentiality and non-disclosure agreements and other contractual provisions to protect proprietary rights. Such measures do not provide absolute protection and Griffon cannot give assurance that measures for protecting these proprietary rights are and will be adequate, or that competitors will not independently develop similar technologies.

 

Griffon is regularly improving its technology and employing existing technologies in new ways. Though Griffon takes reasonable precautions to ensure it does not infringe on the rights of others, it is possible that Griffon may inadvertently infringe on, or be accused of infringing on, proprietary rights held by others. If Griffon is found to have infringed on the propriety rights held by others, any related litigation or settlement relating to such infringement may have a material effect on Griffon’s business, results of operations and financial condition.

It is also possible that Griffon’s suppliers may inadvertently infringe on, or be accused of infringing on, proprietary rights held by others. Any such infringement (or alleged infringement) may have a material adverse effect on Griffon’s business, results of operations and financial condition. For example, a supplier may not be able to develop an alternative design that meets Griffon’s needs at a comparable cost or at all, and the supply of certain products or components to Griffon may be interrupted.

Griffon may use artificial intelligence (“AI”) tools in its operations and systems and, as AI tools become more advanced and reliable, such use may increase. Griffon’s success may become increasingly dependent on its ability to effectively leverage AI to support its operational efficiencies, such as with respect to supply chain, logistical systems, product development and marketing capabilities. Griffon’s competitors may more successfully and more quickly integrate AI solutions, which could adversely impact Griffon's ability to compete effectively. Use of AI exposes Griffon to risks that the AI solutions used may be deficient, produce inaccurate or misleading output, become inoperable or subject Griffon to cybersecurity and data privacy breaches, all of which could lead to operational disruptions, flawed decision-making, increased costs, and difficulties improving product development and marketing through the use of AI, and could impact Griffon’s operational effectiveness and financial condition. Additionally, the use of certain AI solutions could put Griffon’s own information and intellectual property rights at risk or expose Griffon to the risk of infringing third parties’ intellectual property or other rights. The global legal, regulatory, and ethical landscape surrounding AI is evolving rapidly and remains uncertain, which creates continued compliance risk and may increase the operational costs associated with Griffon’s use of AI, may limit Griffon’s ability to fully develop or use AI solutions as intended, and may cause legal repercussions and brand or reputational harm to Griffon.

 

 

Griffon is subject to product liability and warranty claims in the ordinary course of business, including with respect to former businesses now included within discontinued operations. These claims relate to the conformity of its products with required specifications, and to alleged or actual defects in Griffon’s products (or in end-products in which Griffon’s products were a component part) that cause damage to property or persons. There can be no assurance that the frequency and severity of product liability claims brought against Griffon will not increase, which claims can be brought either by an injured customer of an end product manufacturer who used one of Griffon's products as a component, or by a direct purchaser. There is also no assurance that the number and value of warranty claims will not increase as compared to historical claim rates, or that Griffon's warranty reserve at any particular time is sufficient. No assurance can be given that indemnification from customers or coverage under insurance policies will be adequate to cover future product liability claims against Griffon; for example, product liability insurance typically does not cover claims for punitive damages. Warranty claims are typically not covered by insurance at all. Product liability insurance can be expensive, difficult to maintain and may be unobtainable in the future on acceptable terms. The amount and scope of any insurance coverage may be inadequate if a product liability claim is successfully asserted. Furthermore, if any significant claims are made, the business and related financial condition of Griffon may be adversely affected by negative publicity.

 

Griffon’s operations and assets are subject to environmental laws and regulations pertaining to the discharge of materials into the environment, the handling and disposal of wastes, including solid and hazardous wastes, and otherwise relating to health, safety and protection of the environment, in the various jurisdictions in which it operates. Griffon does not expect to make any expenditure with respect to ongoing compliance with or remediation under these environmental laws and regulations that would have a material adverse effect on its business, operating results or financial condition. However, the applicable requirements under environmental laws and regulations may change at any time.

 

Griffon can incur environmental costs related to sites that are no longer owned or operated, as well as third-party sites to which hazardous materials are sent. Material expenditures or liabilities may be incurred in connection with such claims. See the Commitment and Contingencies footnote in the Notes to Consolidated Financial Statements for further information on environmental contingencies. Based on facts presently known, the outcome of current environmental matters are not expected to have a material adverse effect on Griffon’s results of operations and financial condition. However, presently unknown environmental conditions, changes in environmental laws and regulations or other unanticipated events may give rise to claims that may involve material expenditures or liabilities.

 

Griffon is subject to Federal, state and local income taxes in the U.S. and in various taxing jurisdictions outside the U.S. Tax provisions and liabilities are subject to the allocation of income among various U.S. and international tax jurisdictions. Griffon’s effective tax rate could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in any valuation allowance for deferred tax assets or the amendment or enactment of tax laws. Further changes in the tax laws could arise as a result of the base erosion and profit shifting project ("Pillar Two") undertaken by the Organization for Economic Co-operation and Development. Certain provisions of Pillar Two have been adopted by taxing authorities in countries in which we do business and could be adopted in additional countries in which we do business. These changes could increase the amount of taxes we pay and therefore decrease our results of operations and cash flows. The amount of income taxes paid is subject to audits by U.S. Federal, state and local tax authorities, as well as tax authorities in the taxing jurisdictions outside the U.S. If such audits result in assessments different from recorded income tax liabilities, Griffon’s future financial results may include unfavorable adjustments to its income tax provision.

Similar to the activist shareholder campaign initiated in 2021, activist shareholders may from time to time attempt to effect changes in our strategic direction and seek changes regarding Griffon’s corporate governance or structure. Our Board of Directors and management team strive to maintain constructive, ongoing communications with all shareholders who wish to speak with us, including activist shareholders, and welcomes their views and opinions with the goal of working together constructively to enhance value for all shareholders. However, activist campaigns that contest, or conflict with, our strategic direction could have an adverse effect on us because:

a.responding to actions by activist shareholders can disrupt our operations, be costly and time consuming, and divert the attention of our Board and senior management from the pursuit of our business strategies, and

b.perceived uncertainties as to our future direction may cause (i) instability or lack of continuity, which may be exploited by our competitors, (ii) concern on the part of current or potential customers, (iii) loss of business opportunities, or (iv) difficulties in attracting and retaining qualified personnel and business partners.

Activist campaigns may also cause significant fluctuations in our stock price based on temporary or speculative market perceptions, or other factors that do not necessarily reflect the fundamental underlying value of our businesses.

None.

Griffon relies on electronic information systems, networks and technologies to conduct and support its operations and other functions and activities within the Company and with third parties. We rely on commercially available systems, software, tools, third-party service providers and monitoring to provide security for processing, transmission and storage of confidential information and data. We have an enterprise-grade cybersecurity management program designed to assess, identify, protect, detect and respond to, and manage material risks from cybersecurity threats. To protect our information systems from cybersecurity threats, we use various information technology and cybersecurity tools to safeguard our systems and data, which help prevent, identify, escalate, investigate, remediate, respond and recover from identified vulnerabilities and cybersecurity incidents.

As part of the Company's cybersecurity risk management program, we follow the National Institute of Standards and Technology Cybersecurity Framework to assess, identify and manage material risks that arise from cybersecurity threats. Griffon's cybersecurity risk management program is closely tied to and integrated with the Company's overall enterprise risk management processes.

Griffon has a third-party risk management program regarding the cybersecurity practices of its vendors and partners that is designed to oversee, identify, and minimize material risks from cybersecurity threats associated with the use of such third parties. This program involves vetting of third parties before engagement. Regular monitoring and reviews are conducted to ensure third party vendors and partners comply with Griffon's security standards.

From time to time, Griffon engages external experts, including cybersecurity assessors, consultants, and/or auditors to evaluate cybersecurity measures and risk management processes.

We also maintain a cyber incident response plan with the objective of (1) providing a structured and systematic incident response process for cybersecurity threats that affect us, (2) timely and effectively identifying, resolving and communicating cybersecurity incidents, and (3) managing internal and external communications and reporting.

If a cybersecurity incident occurs, our incident response team ("IRT") is immediately notified, and Griffon management is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting the Company. The IRT also coordinates further notifications, as applicable, to senior executives and organizational leadership, our Audit Committee and Board of Directors, business partners or service providers, and authorities.

Like most organizations, we and our third-party service providers have experienced and expect to continue to experience actual or attempted cyber-attacks of our information systems and networks. During the reporting period, Griffon has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that we believe have materially affected, or are reasonably likely to materially affect, us, including our business strategy, operating results, and financial condition.

However, if any such event, whether actual or perceived, were to occur, it could have a material adverse effect on our business strategy, operating results and financial condition. We continuously use threat models and cyber threat intelligence to identify relevant risks to our businesses and take active measures to mitigate these risks. For more information regarding the risks we face from cybersecurity threats, see Item 1A., "Risk Factors" in this Annual Report on Form 10-K.

Cybersecurity is an important part of our enterprise risk management processes and an area of focus for our Board of Directors and management.

The Audit Committee assists the Board of Directors in its oversight of risks related to cybersecurity and directly oversees risk management relating to cybersecurity. The Audit Committee is also responsible for assessing the steps management has taken to monitor and control these risks and exposures, and evaluating guidelines and policies with respect to our cybersecurity risk assessment and risk management. The Audit Committee reviews our cybersecurity program with management and reports to the Board of Directors with respect to, and regarding its review of, the program. Cybersecurity reviews by the Audit Committee generally occur at least annually, or more frequently as determined to be necessary or advisable. From time to time, third-party subject matter experts present to the Audit Committee on contemporary cybersecurity topics of interest.

Griffon also has a Cybersecurity Management Committee, consisting of executives from Griffon and technology leaders from Griffon's business segments, that monitors and assesses progress and performance by Griffon's business segments in the area of cybersecurity; the results of such assessments are reported to the Audit Committee from time to time. The Chief Information Officers of each of HBP and CPP regularly provide updates on material cybersecurity risks to our senior management and to our Audit Committee, and along with their technology teams, are responsible for assessing and managing cybersecurity risks. Each of our business segment Chief Information Officers has over 20 years of experience in cybersecurity, information security, policy, architecture, engineering and incident response.

Griffon occupies approximately 9,838,500 square feet of general office, factory and warehouse space primarily throughout the U.S., Canada, Mexico, Australia, U.K., Ireland, New Zealand and China. For a description of the encumbrances on certain of these properties, refer to Note 22 - Leases and Note 12 - Long-Term Debt. The following table sets forth certain information related to Griffon’s major facilities:

In addition to the facilities listed above, HBP leases approximately 1,155,000 square feet of space for distribution centers in numerous facilities throughout the U.S. and in Canada; HBP and CPP lease approximately 186,000 square feet of office space throughout the U.S. and various international locations; and CPP owns approximately 22,000 square feet of additional space for an operational wood mill in the U.S. As a part of CPP's global sourcing strategy expansion, several facilities concluded operations during fiscal 2024 and, as a result, these facilities, which are approximately 904,000 square feet in the aggregate, are classified as held for sale.

All facilities are generally well maintained and suitable for the operations conducted.

Griffon is involved in litigation, investigations and claims arising out of the normal conduct of business, including those relating to commercial transactions, product liability and warranty claims, environmental, employment, and health and safety matters.  Griffon estimates and accrues liabilities resulting from such matters based on a variety of factors, including the stage of the proceeding; potential settlement value; assessments by internal and external counsel; and assessments by environmental engineers and consultants of potential environmental liabilities and remediation costs.  Such estimates are not discounted to reflect the time value of money due to the uncertainty in estimating the timing of the expenditures, which may extend over several years.

While it is impossible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities and claims, Griffon believes, based upon examination of currently available information, experience to date, and advice from legal counsel, that the individual and aggregate liabilities resulting from the ultimate resolution of these contingent matters, after taking into consideration existing insurance coverage and amounts already provided for, will not have a material adverse impact on consolidated results of operations, financial position or cash flows. Refer to Note 16 - Commitments and Contingencies for a discussion of the Company's litigation.

Griffon’s Common Stock is listed for trading on the New York Stock Exchange under the symbol “GFF”.

During 2025, the Company declared and paid four regular quarterly cash dividends of $0.18 per share, totaling $0.72 per share for the year.

During 2024, the Company declared and paid four regular quarterly cash dividends of $0.15 per share, totaling $0.60 per share for the year.

During 2023, the Company declared and paid four regular quarterly cash dividends consisting of two cash dividends of $0.10 per share and two cash dividends of $0.125 per share, totaling $0.45 per share for the year. Additionally, on April 19, 2023, the Board of Directors declared a special cash dividend of $2.00 per share, paid on May 19, 2023, to shareholders of record as of the close of business on May 9, 2023.

For all dividends, a dividend payable is established for the holders of restricted shares; such dividends will be released upon vesting of the underlying restricted shares. The 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.

As of October 31, 2025, there were approximately 2,036 registered holders of Griffon’s Common Stock.

The following sets forth information relating to Griffon’s equity compensation plans as of September 30, 2025:

_____________________________________

(1)Excludes restricted shares and restricted stock units issued in connection with Griffon’s equity compensation plans. The total reflected in column (c) includes shares available for grant as any type of equity award under the Incentive Plan.

The table below presents shares of Griffon Stock which were acquired by Griffon during the fourth quarter of 2025:

 

Period			(a) Total Number of Shares (or Units) Purchased (1)									(b) Average Price Paid Per Share (or Unit)						(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1)						(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs
July 1 - 31, 2025			73,213			(2)						$	77.16					73,128
August 1 - 31, 2025			116,800			(3)						$	73.00					116,800
September 1 - 30, 2025			95,800			(3)						$	77.11					95,800
Total			285,813									$	75.44					285,728						$	298,013		(1)

 

1.On November 13, 2024, Griffon announced that the Board of Directors approved an increase of $400,000 to its share repurchase authorization. Under the share repurchase program, the Company may, from time to time, purchase shares of its common stock in the open market, including pursuant to a 10b5-1 plan, pursuant to an accelerated share repurchase program or issuer tender offer, or in privately negotiated transactions. As of September 30, 2025, $298,013 remained available for purchase under these Board authorized repurchase programs.

2.Includes (a) 73,128 shares purchased by the Company in open market purchases pursuant to a stock buyback plan authorized by the Company's Board of Directors; and (b) 85 shares acquired by the Company from holders of restricted stock upon the vesting of the restricted stock, to satisfy tax-withholding obligations of the holder.

3.Shares were purchased by the Company in open market purchases pursuant to share repurchase plans authorized by the Company's Board of Directors.

 

The performance graph does not constitute soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any of Griffon’s filings under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in any such filings, except to the extent Griffon specifically incorporates this performance graph by reference therein.

The following graph sets forth the cumulative total return to Griffon’s stockholders during the five years ended September 30, 2025, as well as an overall stock market (S&P Small Cap 600 Index) and Griffon’s peer group index (Dow Jones U.S. Diversified Industrials Index). Assumes $100 was invested on September 30, 2020, including the reinvestment of dividends, in each category.

Among Griffon Corporation, the S&P Smallcap 600 Index

and the Dow Jones US Diversified Industrials Index Item 7.

    

Item 6.    [Reserved]

Management’s Discussion and Analysis of Financial Condition and Results of Operations

•Home and Building Products ("HBP") conducts its operations through Clopay Corporation ("Clopay"). Founded in 1964, Clopay is the largest manufacturer and marketer of garage doors and rolling steel doors in North America.  Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North America under the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Clopay, Cornell and Cookson brands. HBP revenue was 63%, 61% and 59% of Griffon’s consolidated revenue in 2025, 2024 and 2023, respectively.

•Consumer and Professional Products (“CPP”) is a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. CPP revenue was 37%, 39% and 41% of Griffon’s consolidated revenue in 2025, 2024 and 2023, respectively.

Griffon announced in May 2023 that CPP was expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines for the U.S. market. This initiative was successfully completed as of September 30, 2024. Refer to Note 10 - Restructuring Charges for further detail.

Revenue for the year ended September 30, 2025 of $2,519,926 decreased 4% compared to $2,623,520 for the year ended September 30, 2024. The decrease was due to a 10% decline in revenue at CPP, while HBP's revenue remained consistent with the prior year.

Gross profit for 2025 was $1,058,005 compared to $1,019,935 in 2024. Gross profit as a percent of sales (“gross margin”) for 2025 and 2024 was 42.0% and 38.9%, respectively. In 2025, gross profit did not include any nonrecurring charges; however, in 2024, gross profit included restructuring charges of $35,806 and amortization of $491 related to the fair value step-up of acquired inventory sold in connection with the Pope acquisition. Excluding these charges from 2024, gross profit would have been $1,058,005 or 42.0% of revenue, compared to $1,056,232 or 40.3% of revenue in the prior year.

Selling, general and administrative (“SG&A”) expenses in 2025 of $608,116, or 24.1% of revenue, decreased 2% from $621,638, or 23.7% of revenue, in 2024. 2025 SG&A expenses included strategic review (retention and other) expenses of $3,883 and the impact of retirement plan events of $2,505, primarily related to costs associated with the termination of the Hunter Fan Pension Plan. 2024 SG&A expenses included restructuring charges of $5,503, strategic review (retention and other) expenses of $10,594, and Pope acquisition costs of $441. Excluding these items from both periods, 2025 SG&A expenses would have been $601,728, or 23.9% of revenue, compared to 2024 SG&A expenses of $605,100, or 23.1% of revenue, with the decrease in expenses primarily due to decreases in stock compensation and management incentives.

During the third quarter of fiscal 2025, indicators of goodwill and indefinite-lived intangible asset impairment were present for the Hunter Fan reporting unit within the CPP reportable segment, driven by a decrease in year-to-date and forecasted sales and operating results primarily due to ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns. As such, we performed a quantitative assessment of the Hunter Fan reporting unit goodwill and indefinite-lived intangible assets. Based on the results of these tests, we recorded a pre-tax, non-cash impairment charge of $136,612, representing the remaining goodwill of the Hunter Fan reporting unit, and a pre-tax, non-cash impairment charge of $107,000 related to the Hunter Fan trademark in the third quarter of fiscal 2025. In preparation of our financial statements during the year ended September 30, 2025, we performed qualitative assessments of goodwill and indefinite-lived intangibles for our CPP and HBP reporting units, and concluded that it was not more likely than not that the fair values of these reporting units or indefinite-lived intangible assets were less than their carrying amounts. The quantitative assessment in 2024 did not result in any impairment charges to CPP's goodwill or indefinite-lived intangible assets.

For HBP, in both 2025 and 2024, Griffon performed qualitative assessments and determined that indicators that fair value was less than the carrying amount were not present.

Interest expense in 2025 of $96,012 decreased 8% compared to 2024 interest expense of $104,086, primarily as a result of decreased outstanding borrowings and decreased variable interest rates on both our Revolving Credit Facility and Term Loan B.

Other income (expense) of $6,672 and $1,766 in 2025 and 2024, respectively, includes $474 and ($333), respectively, of net currency exchange transaction gains (losses) from receivables and payables held in non-functional currencies, ($948) and $148, respectively, of net gains (losses) on investments, and $5,411 and ($137), respectively, of retirement benefit plan income (expense). Other income (expense) also includes royalty income of $2,201 and $2,198 in 2025 and 2024, respectively.

Griffon reported income before tax for 2025 of $127,371 compared to $296,650 for 2024. The income tax provision recognized in 2025 and 2024 translated to an effective income tax rate of 59.9% and 29.2%, respectively.  The 2025 and 2024 tax rates included discrete and certain other tax provisions (benefits), net, and other items that affect comparability, as listed below. Excluding the discrete and certain other tax provisions (benefits), net, and other items that affect comparability, as listed below, the effective income tax rates for 2025 and 2024 were 27.9% and 27.6%, respectively. These rates reflect the impact of tax reserves and changes in earnings mix between U.S. and non-U.S. operations.

Net income for 2025 was $51,110, or $1.09 per share, compared to $209,897, or $4.23 per share in 2024.

2025 net income included the following:

– Goodwill and intangible asset impairments of $243,612 ($217,154, net of tax, or $4.65 per share);

– Impact of retirement plan events of $1,165 ($1,089, net of tax, or $0.02 per share);

– Strategic review - retention and other of $3,883 ($2,886, net of tax, or $0.06 per share); – Gain on sale of real estate of $8,279 ($6,169, net of tax, or $0.13 per share); and

– Discrete and certain other tax benefits, net, of $303, or $0.01 per share.

2024 net income included the following:

– Debt extinguishment, net of $1,700 ($1,292, net of tax, or $0.03 per share);

Excluding these items from both reporting periods, 2025 net income would have been $263,589, or $5.65 per share, compared to $254,247, or $5.12 per share, in 2024.

Revenue for the year ended September 30, 2024 of $2,623,520 decreased 2% compared to $2,685,183 for the year ended September 30, 2023. The decrease was due to a 6% decline in revenue at CPP, while HBP's revenue remained consistent with the prior year.

Gross profit for 2024 was $1,019,935 compared to $948,821 in 2023. The gross margin for 2024 and 2023 was 38.9% and 35.3%, respectively. In the years ended 2024 and 2023, gross profit included restructuring charges of $35,806 and $82,028, respectively. In 2024, gross profit also included amortization of $491 related to the fair value step-up of acquired inventory sold in connection with the Pope acquisition. Excluding these charges from both years, gross profit would have been $1,056,232 or 40.3% of revenue, compared to $1,030,849 or 38.4% in the prior year.

SG&A expenses in 2024 of $621,638, or 23.7% of revenue, decreased 3% from $642,734, or 23.9% of revenue, in 2023. 2024 SG&A expenses included restructuring charges of $5,503, strategic review (retention and other) of $10,594 and Pope acquisition costs of $441. 2023 SG&A expenses included restructuring charges of $10,440, strategic review (retention and other) of $20,225, special dividend ESOP charges of $15,494 and proxy expenses of $2,685. In 2023, proxy expenses of $2,685 related to a settlement entered into with a shareholder that had submitted a slate of director nominees. Excluding these items from both periods, 2024 SG&A expenses would have been $605,100, or 23.1% of revenue compared to $593,890, or 22.1%, with the increase in expenses primarily due to increased selling and administrative costs.

In connection with the preparation of our financial statements for the fiscal years ended September 30, 2024 and 2023, Griffon performed its annual impairment testing of its goodwill and indefinite-lived intangibles. Griffon performed a quantitative assessment of the CPP reporting units and indefinite-lived intangible assets. The assessments in both fiscal years did not result in an impairment to goodwill. Also, in 2024, the impairment test did not result in any impairment charges to CPP's gross carrying amount of indefinite-lived intangible assets; however, in 2023, the impairment test did result in pre-tax, non-cash impairment charges totaling $109,200 ($81,313 net of tax) to CPP's gross carrying amount of indefinite-lived intangible assets. For HBP, in both 2024 and 2023, Griffon performed qualitative assessments and determined that indicators that fair value was less than the carrying amount were not present.

Interest expense in 2024 of $104,086 increased 3% compared to 2023 interest expense of $101,445, primarily as a result of increased outstanding borrowings and increased variable interest rates on both our Revolving Credit Facility and Term Loan B.

Other income (expense) of $1,766 and $2,928 in 2024 and 2023, respectively, includes ($333) and $302, respectively, of net currency exchange transaction gains (losses) from receivables and payables held in non-functional currencies, $148 and $469, respectively, of net gains on investments, and ($137) and ($866), respectively, of net periodic benefit plan income (expense). Other income (expense) also includes royalty income of $2,198 and $2,104 for the years ended September 30, 2024 and 2023, respectively.

Griffon reported income before tax for 2024 of $296,650 compared to $112,682 for 2023. The income tax provision recognized in 2024 and 2023 translated to an effective income tax rate of 29.2% and 31.1%, respectively.  The 2024 and 2023 tax rates included discrete and certain other tax provisions, net, and other items that affect comparability, as listed below.

Excluding the discrete and certain other tax provisions, net, and other items that affect comparability, as listed below, the effective income tax rates for 2024 and 2023 were 27.6% and 27.3%, respectively. These rates reflect the impact of tax reserves and changes in earnings mix between U.S. and non-U.S. operations.

Net income for 2024 was $209,897, or $4.23 per share, compared to $77,617, or $1.42 per share in 2023. 2024 net income included the following:

– Debt extinguishment, net $1,700 ($1,292, net of tax, or $0.03 per share);

2023 net income included the following:

– Restructuring charges of $92,468 ($68,779, net of tax, or $1.26 per share);

– Gain on sale of real estate of $12,655 ($9,586, net of tax, or $0.18 per share);

– Debt extinguishment, net of $437 ($332, net of tax, or $0.01 per share);

– Strategic review - retention and other of $20,225 ($15,253, net of tax, or $0.28 per share);

– Special dividend ESOP charges of $15,494 ($11,779, net of tax, or $0.22 per share);

– Proxy expenses of $2,685 ($2,059, net of tax, or $0.04 per share);

– Intangible asset impairments of $109,200 ($81,313, net of tax, or $1.49 per share); and

– Discrete and certain other tax provisions, net, of $175, or $0.00 per share.

Excluding these items from both reporting periods, 2024 net income would have been $254,247, or $5.12 per share, compared to $247,721, or $4.54 per share, in 2023.

Griffon evaluates performance based on adjusted net income and the related adjusted earnings per common share, which are non-GAAP measures that exclude non-cash impairment charges, restructuring charges, debt extinguishment, acquisition related expenses and discrete and certain other tax items, as well other items that may affect comparability, as applicable. Griffon believes this information is useful to investors for the same reason. The following table provides a reconciliation of net income to adjusted net income and earnings per share to adjusted earnings per share:

			For the Years Ended September 30,
			2025						2024						2023
Net Income			$	51,110					$	209,897					$	77,617
Adjusting items:
Goodwill and intangible asset impairments			243,612						—						109,200
Impact of retirement plan events(1)			(1,165)						—						—
(Gain) loss on sale of real estate			(8,279)						61						(12,655)
Strategic review - retention and other			3,883						10,594						20,225
Restructuring charges(2)			—						41,309						92,468
Debt extinguishment, net			—						1,700						437
Acquisition costs			—						441						—
Fair value step-up of acquired inventory sold			—						491						—
Special dividend ESOP charges			—						—						15,494
Proxy expenses			—						—						2,685
Tax impact of above items(3)			(25,269)						(13,832)						(57,925)
Discrete and other certain tax provisions (benefits)			(303)						3,586						175
Adjusted Net Income			$	263,589					$	254,247					$	247,721
Earnings per common share			$	1.09					$	4.23					$	1.42
Adjusting items, net of tax:
Goodwill and intangible asset impairments			4.65						—						1.49
Impact of retirement plan events(1)			(0.02)						—						—
(Gain) loss on sale of real estate			(0.13)						—						(0.18)
Strategic review - retention and other			0.06						0.16						0.28
Restructuring charges(2)			—						0.62						1.26
Debt extinguishment, net			—						0.03						0.01
Acquisition costs			—						0.01						—
Fair value step-up of acquired inventory sold			—						0.01						—
Special dividend ESOP charges			—						—						0.22
Proxy expenses			—						—						0.04
Discrete and other certain tax provisions (benefits)			(0.01)						0.07						—
Adjusted earnings per share			$	5.65					$	5.12					$	4.54
Weighted-average shares outstanding (in thousands)			45,354						47,573						52,111
Diluted weighted average shares outstanding (in thousands)			46,685						49,668						54,612

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 year ended September 30, 2025, the Impact of retirement plan events relates to a net gain of $2,181 related to the termination of the Hunter Fan Pension Plan, and a non-cash charge of $1,016 associated with the establishment of a retiree medical plan, of which a gain of $3,670 is included in Other, net, and a charge of $2,505 is included in SG&A. The Company will recognize an additional retiree medical plan non-cash charge of $5,362 ratably over the first 10 months of fiscal 2026.

(2) For the years ended September 30, 2024 and 2023, restructuring charges relate to the CPP global sourcing expansion of which $35,806 and $82,028, respectively, is included in Cost of goods and services and $5,503 and $10,440, respectively, is included in SG&A.

(3) Tax impact for the above reconciling adjustments from GAAP net income to non-GAAP adjusted net income and the related adjusted EPS is determined by comparing the Company's tax provision, including the reconciling adjustments, to the tax provision excluding such adjustments.

Griffon evaluates performance and allocates resources based on each segment's adjusted EBITDA, a non-GAAP measure, defined as income (loss) before taxes, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, restructuring charges, gain/loss from debt extinguishment, and acquisition related expenses, as well as other items that may affect comparability, as applicable. Griffon believes this information is useful to investors for the same reason.

See the table provided in Note 19 - Reportable Segments for a reconciliation of adjusted EBITDA to income before taxes.

HBP revenue in 2025 was consistent with the prior year reflecting favorable price and mix of 2%, offset by decreased volume of 2% primarily driven by residential volume.

HBP adjusted EBITDA in 2025 decreased 1% to $494,576 compared to $501,001 in 2024, primarily resulting from increased material, labor and distribution costs.

Segment depreciation and amortization increased $2,243 from the comparable prior year period primarily due to depreciation and amortization on new assets placed in service.

HBP revenue in 2024 was consistent with the prior year reflecting increased residential volume offset by reduced commercial volume.

HBP adjusted EBITDA in 2024 decreased 2% to $501,001 compared to $510,876 in 2023 primarily resulting from increased labor and distribution costs.

Segment depreciation and amortization increased $283 from the comparable prior year period primarily due to depreciation and amortization on new assets placed in service.

			For the Years Ended September 30,
			2025												2024												2023
United States			$	516,273											$	638,782											$	716,098
Europe			41,768												52,933												51,041
Canada			62,573												67,375												75,477
Australia			289,018												251,778												231,764
All other countries			26,112												24,027												22,298
Total Revenue			$	935,744											$	1,034,895											$	1,096,678
Adjusted EBITDA			$	85,545					9.1		%				$	72,632					7.0		%				$	50,343					4.6		%
Depreciation and amortization			$	44,856											$	44,797											$	49,811

 

CPP revenue in 2025 decreased $99,151, or 10%, compared to 2024, primarily driven by decreased volume of 12% due to reduced consumer demand in North America and the United Kingdom (U.K.) and disrupted U.S. historical customer ordering patterns due to increased tariffs, partially offset by increased organic volume in Australia. CPP revenue also benefitted 2% from Australia's July 1, 2024 Pope acquisition.

CPP adjusted EBITDA in 2025 of $85,545 increased 18% compared to $72,632 in 2024, primarily due to the benefits from the U.S. global sourcing expansion initiative, increased volume in Australia and reduced administrative expenses, partially offset by the decreased revenue noted above. Foreign currency had a 2% unfavorable impact.

Segment depreciation and amortization remained consistent with the prior year period.

On July 1, 2024, Griffon announced that its subsidiary, The AMES Companies, Inc. ("AMES"), expanded the scope of its Australian operations by acquiring substantially all the assets of Pope, a leading Australian provider of residential watering products, from The Toro Company (NYSE:TTC) for a purchase price of approximately AUD 21,800 (approximately $14,500) in cash. This is CPP's seventh acquisition in Australia since 2013, and further expands AMES's product portfolio in the Australian market. Pope generated over $25,000 in revenue in its first full year of operations.

2024 Compared to 2023

CPP revenue in 2024 decreased $61,783, or 6%, compared to 2023, primarily resulting from decreased volume driven by reduced consumer demand in North America, partially offset by increased volume in Australia, inclusive of incremental revenue from the Pope acquisition of 1%.

CPP adjusted EBITDA in 2024 increased 44% to $72,632 compared to $50,343 in 2023, primarily due to improved North American production costs and improved margins in Australia, partially offset by the unfavorable impact of the reduced volume noted above.

Segment depreciation and amortization decreased $5,014 compared to the prior year period, primarily due to fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with restructuring activities.

For 2025, unallocated amounts, excluding depreciation, which consisted primarily of corporate overhead costs, totaled $57,828 compared to $60,031 in 2024, with the decrease primarily related to a decrease in equity compensation expense.

For 2024, unallocated amounts, excluding depreciation, consisted primarily of corporate overhead costs, totaled $60,031 compared to $55,887 in 2023, with the increase primarily related to increases in ESOP expenses driven by the increase in Griffon's share price, partially offset by a decrease in other compensation related expenses.

During the third quarter of fiscal 2025, indicators of impairment were present for the Hunter Fan reporting unit within the CPP reportable segment, driven by a decrease in year-to-date and forecasted sales and operating results primarily due to ongoing weak consumer demand coupled with the impact of increased tariffs disrupting historical customer ordering patterns. Accordingly, a quantitative assessment was performed, which resulted in the recording of non-cash, pre-tax impairment charges for Hunter Fan's goodwill and indefinite-lived intangible assets of $136,612 and $107,000, respectively, which were recorded in the third quarter of fiscal 2025. See Note 7 - Goodwill and Intangibles for additional information. There were no other indicators of impairment identified for the year ended September 30, 2025 within the CPP and HBP reporting units.

For the year ended September 30, 2024, there were no indicators of impairment identified and thus no impairment charges recorded.

Depreciation and amortization was $63,014 in 2025 compared to $60,704 in 2024; the increase primarily relates to depreciation for new assets placed in service.

Depreciation and amortization was $60,704 in 2024 compared to $65,445 in 2023; the decrease primarily relates to fully depreciated assets and the write-down of certain fixed assets at several manufacturing facilities in connection with CPP's restructuring activities.

During 2025, total other comprehensive income (loss), net of taxes, of ($13,896) included a loss of $6,569 from foreign currency translation adjustments primarily due to the weakening of the Canadian Dollar and Australian Dollar, partially offset by the strengthening of the Euro and British Pound, all in comparison to the U.S. Dollar; a $8,361 loss from pension and other post-retirement benefits, primarily related to the impact of retirement plan events, offset by return on plan assets and amortization; and a $1,034 gain on cash flow hedges.

During 2024, total other comprehensive income (loss), net of taxes, of $11,986 included a gain of $10,137 from foreign currency translation adjustments primarily due to the strengthening of the Euro, British Pound and Australian Dollar, all in comparison to the U.S. Dollar; a $1,538 gain from pension and other post-retirement benefits, primarily related to asset returns and amortization; and a $311 gain on cash flow hedges.

At September 30, 2025 and 2024, Griffon's discontinued liabilities included the Company's obligation of $8,726 and $7,768, respectively, primarily related to insurance claims, income taxes, product liability, warranty claims and environmental reserves. Griffon's assets for discontinued operations primarily relate to insurance claims. See Note 8 - Discontinued Operations for additional information.

Management assesses Griffon’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. Significant factors affecting liquidity include cash flows from operating activities, capital expenditures, acquisitions, dispositions, bank lines of credit and the ability to attract long-term capital under satisfactory terms. Griffon believes it has sufficient liquidity available to invest in existing businesses and strategic acquisitions while managing its capital structure on both a short-term and long-term basis.

As of September 30, 2025, the amount of cash, cash equivalents and marketable securities held by non-U.S. subsidiaries was $38,500. Our intent is to permanently reinvest these funds, except in limited circumstances, outside the U.S., and we do not currently anticipate that we will need funds generated from foreign operations to fund our domestic operations. The Company may repatriate cash from its non-U.S. subsidiaries if the Company determines that it is beneficial to the company and tax efficient.

The Company has accrued a deferred tax liability for withholding taxes on previously taxed earnings and profit (PTEP) which are not considered permanently reinvested. In the event we determine that additional funds from non-U.S. operations are needed to fund operations in the U.S., we will be required to accrue and pay U.S. taxes to repatriate these additional funds.

Griffon's primary sources of liquidity are cash flows generated from operations, cash on hand and our secured $500,000 revolving credit facility ("Revolver"), which matures in August 2028. During the fiscal year ended September 30, 2025, the Company generated $357,440 of net cash from operating activities and, as of September 30, 2025, the Company had $485,672 available, subject to certain loan covenants, for borrowing under the Revolver. The Company had cash and cash equivalents of $99,045 at September 30, 2025.

The table below provides a summary of the Consolidated Statements of Cash Flows for the periods indicated.

Cash provided by operating activities for 2025 was $357,440 compared to $380,042 in 2024, a decrease of $22,602. In both 2025 and 2024, cash provided by operating activities reflected increased cash generated from operations and a decrease in net working capital. In 2025, the decrease in net working capital was primarily driven by decreases in accounts receivable, partially offset by an increase in inventory, whereas in 2024, the decrease in working capital was primarily driven by decreases in inventory.

Cash flows from investing activities is primarily comprised of capital expenditures and business acquisitions as well as proceeds from the sale of businesses, investments and property, plant and equipment. During 2025, Griffon used $34,429 in investing activities compared to $64,999 in 2024. During 2025, cash flows used in investing activities primarily consisted of capital expenditures of $52,435, partially offset by $18,006 of proceeds primarily from the sale of real estate. During 2024, cash flows used in investing activities primarily consisted of capital expenditures of $68,399 and payments to acquire businesses, net of cash acquired of $14,579, partially offset by $14,479 of proceeds primarily from the sale of real estate associated with CPP's restructuring activities and $3,500 escrow proceeds released from the fiscal 2022 sale of a business.

Cash used in financing activities was $338,747 in 2025 compared to $298,748 in 2024. During 2025, cash flows used in financing activities primarily consisted of the purchase of shares 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 $183,271, net repayments of long-term debt of $115,654, primarily related to the Revolver, and the payment of dividends of $39,692. During 2024, cash flows used in financing activities primarily consisted of the purchase of shares 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 $309,916, and the payment of dividends of $35,806, partially offset by net proceeds from long-term debt of $48,222, primarily related to the Revolver.

During 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. On November 18, 2025, the Board of Directors declared a cash dividend of $0.22 per share, payable on December 16, 2025 to shareholders of record as of the close of business on November 28, 2025.

During 2025, 583,978 shares, with a market value of $45,284, excluding excise taxes, or an average of $77.54 per share, were withheld to settle employee taxes due upon the vesting of restricted stock and were added to treasury stock.

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. During 2025, Griffon purchased 1,897,182 shares of common stock under these repurchase programs, for a total of $134,680, or an average of $70.99 per share, excluding excise taxes. As of September 30, 2025, $298,013 remained under these Board authorized repurchase programs.

During 2025, cash used in discontinued operations from operating activities of $1,422 primarily related to the settling of certain liabilities and environmental costs. During 2025, cash provided by discontinued operations for investing activities of $137 related to proceeds from an insurance recovery. During 2024, cash used in discontinued operations from operating activities of $2,776 primarily related to the settling of certain liabilities, primarily stay bonuses, associated with the disposition of a business in 2022, and environmental and other costs related to other discontinued businesses.

At September 30, 2025 and 2024, Griffon had debt, net of cash and equivalents, as follows: