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What changed in GRIFFON CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GRIFFON CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+303 added−325 removedSource: 10-K (2025-11-19) vs 10-K (2024-11-13)

Top changes in GRIFFON CORP's 2025 10-K

303 paragraphs added · 325 removed · 245 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

60 edited+7 added−7 removed72 unchanged
Biggest change("Walmart"), Target Corporation ("Target"), Canadian Tire Corporation, Limited ("Canadian Tire"), Costco Wholesale Corporation ("Costco"), 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. (“Amazon”), Wayfair Inc., (“Wayfair), Hayneedle Inc., “(Hayneedle”), Beyond, Inc.
Biggest changeGrainger, 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.
CONSUMER AND PROFESSIONAL PRODUCTS Consumer and Professional Products (“CPP”) is a leading 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.
CONSUMER AND PROFESSIONAL PRODUCTS 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.
Our Code of Business Ethics and Conduct ("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.
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.
CPP has made significant investments in automation, facilities expansion and fulfillment operations to support e-commerce growth. 7 Raw Materials and Suppliers 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 has made significant investments in automation, facilities expansion and fulfillment operations to support e-commerce growth. Raw Materials and Suppliers 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.
Founded in 1964 and acquired by Griffon in 1986, Clopay has grown organically and through acquisitions to become the largest manufacturer and marketer of 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.
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.
CPP sources certain finished goods, primarily in storage and organization, outdoor décor, residential, industrial and commercial fans, and tools. Competition 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.
CPP sources certain finished goods, primarily in storage and organization, outdoor décor, residential, industrial and commercial fans, and tools. 7 Competition 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.
Further Information Griffon posts and makes available, free of charge through its website at www.griffon.com , its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as well as press releases, as soon as reasonably practicable after such materials are published or filed with or furnished to the Securities and Exchange Commission (the “SEC”).
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”).
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. Sustainable Business Practices Griffon and its operating companies have always taken into account environmental, social and governance (ESG) considerations in the management of our businesses.
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. Sustainable Business Practices Griffon and its operating companies have always taken into account environmental, social and governance (“ESG”) considerations in the management of our businesses.
(NYSE:WLY) and Arthur Andersen, LLP. Seth L. Kaplan 55 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.
(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.
Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands. • Consumer and Professional Products (“CPP”) is a leading 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.
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.
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 3,000 employees.
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's market position, brand recognition, and proprietary software applications and systems are key marketing tools for expanding its customer base. Manufacturing and Distribution Clopay's principal manufacturing facilities include 1,582,000 square feet in Troy and Russia, Ohio, 279,000 square feet in Mountain Top, Pennsylvania and 163,000 square feet in Goodyear, Arizona.
Clopay's market position, brand recognition, and proprietary software applications and systems are key marketing tools for expanding its customer base. Manufacturing and Distribution 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 garage doors directly to customers from its manufacturing facilities and through its network of 56 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 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.
Brands Clopay brings over 50 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®.
Brands 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®.
Kramer 66 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.
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.
CPP has approximately 2,300 employees worldwide. 5 Brands CPP's brands are among the most recognized across its primary product categories in North America, Australia and the United Kingdom.
CPP has approximately 2,000 employees worldwide. 5 Brands CPP's brands are among the most recognized across its primary product categories in North America, Australia and the United Kingdom.
The information found on Griffon's website is not part of this or any other report it files with or furnishes to the SEC. For information regarding revenue, profit and total assets of each segment, see the Reportable Segments footnote in the Notes to Consolidated Financial Statements.
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.
Item 1. Business Overview Griffon Corporation (the “Company” or “Griffon”, "we", "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).
Item 1. Business Overview Griffon Corporation (the “Company,” “Griffon,” "we," or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries. The Company, founded in 1959, is a Delaware corporation headquartered in New York, N.Y. and is listed on the New York Stock Exchange (NYSE:GFF).
The HBP and CPP businesses have approximately 1,596 registered trademarks and approximately 140 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.
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.
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 55 Executive Vice President and Chief Financial Officer since November 13, 2024. Senior Vice President and Chief Financial Officer from August 2015 to November 12, 2024.
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.
All significant suppliers worldwide will be 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.
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.
HBP holds approximately 56 issued patents and 24 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.
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.
Griffon is a subscriber to the United Nations Global Compact (UNGC) and published its inaugural annual ESG 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.
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.
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 2024, 52% of CPP's' sales occurred during the second and third quarters compared to 54% in 2023 and 58% in 2022.
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.
Clopay distributes its products through a wide range of distribution channels, including a national network of 56 distribution centers with a total of approximately 1,200,000 square feet.
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.
In 2024, Home Depot represented 11% of Griffon’s consolidated revenue, 8% of HBP's revenue and 15% of CPP's revenue. 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.
In 2025, Home Depot represented 10% of Griffon’s consolidated revenue, 9% of HBP's revenue and 12% of CPP's revenue. 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.
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.
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.
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.
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.
While the guidelines require that a majority of directors be independent, currently all of our directors are independent except our CEO (constituting over 92% of our directors).
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).
("CornellCookson") 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 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.
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.
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.
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 Entain plc (LSE:ENT), 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.
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.
CPP protects its designs and product innovation through the use of patents, and currently has approximately 782 issued patents and approximately 245 pending patent applications in the U.S., as well as approximately 346 and 82 corresponding foreign patents and patent applications, respectively.
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.
Clopay is currently the exclusive supplier of residential and commercial garage doors to Home Depot and Menards locations throughout North America, and has had relationships with each for more than 25 years. The loss of either of these customers would have a material adverse effect on Clopay and Griffon.
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.
Griffon companies are phasing in the SCC over the next several years, with the initial year to include 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.
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.
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.
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.
Robert F. Mehmel 62 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 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.
("Beyond"), and Spreetail LLC. (“Spreetail”). 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. Product Development CPP product development efforts focus on both new products and product line extensions.
The loss of any of these customers would have a material adverse effect on the CPP business and on Griffon. Product Development CPP product development efforts focus on both new products and product line extensions.
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.
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.
As of September 30, 2024, approximately 158 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 believes its relationships with its employees are satisfactory. 8 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.
Since then, Griffon published an annual ESG report in November 2023 in relation to calendar 2022. The Griffon ESG policy, and annual ESG Report, can be found on the Griffon website at www.griffon.com. Beginning with the calendar 2023 report, the report will be renamed as our annual Sustainability Report.
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.
We expect to file our calendar year 2023 Sustainability report before the end of calendar 2024. The annual Sustainability reports discuss 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.
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.
Through our Employee Stock Ownership Plan, 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.
Our businesses engage in a variety of outreach programs in the various communities in which we operate to recruit new employees at all levels.
In addition, in 2023, in connection with the announcement of an expansion of CPP's global sourcing strategy, in 2023 we adopted a Supplier Code of Conduct (SCC) that essentially binds our suppliers to the same ESG goals and criteria to which Griffon adheres. 10 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.
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.
Over the last five 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.
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.
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.
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.
In all of our geographies, we use on-site inspections of suppliers and specific contractual terms to manage our supply chains to ensure compliance 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.
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.
Intellectual Property 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 sold. All intellectual property information presented in this section is as of September 30, 2024. Trademarks are of significant importance to Griffon’s HBP and CPP businesses.
R&D costs, not recoverable under contractual arrangements, are charged to expense as incurred. 9 Intellectual Property 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.
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.
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.
This is CPP's seventh acquisition in Australia since 2013, and further expands AMES's product portfolio in the Australian market. Pope is expected to contribute approximately $25,000 in revenue in the first twelve months after this acquisition.
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.
Research and Development 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’s non-U.S. businesses are primarily in Canada, Australia, the U.K., Ireland and China. Research and Development 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.
Hunter, which is part of Griffon's Consumer and Professional Products segment, complements and diversifies our portfolio of leading consumer brands and products. 2 CPP Global Sourcing Strategy Expansion and Restructuring Charges Griffon announced in May 2023 that CPP was expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines for the U.S. market.
CPP Global Sourcing Strategy Expansion and Restructuring Charges Griffon announced in May 2023 that CPP was expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines for the U.S. market. This initiative was successfully completed as of September 30, 2024.
(“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 (“Tractor Supply”), Wal-Mart Stores 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.
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.
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. 2 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.
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.
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.
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 operates smaller manufacturing facilities, including wood mills, at several other locations in the United States, and internationally in Jiangmen, China, and Grafton, New South Wales and Wonthaggi, Victoria, both in Australia.
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.
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.
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.
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, MS. Finished goods are transported to these facilities by both an internal fleet, as well as over the road trucking and rail.
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.
As a result, AMES' results of operations, financial results and cash flows could be adversely impacted. 9 Financial Information About Geographic Areas Segment and operating results are included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Financial Information About Geographic Areas 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.
Accordingly, all references made to results and information in this Annual Report on Form 10-K are to Griffon's continuing operations, unless noted otherwise. 8 Griffon Corporation Employees As of September 30, 2024, Griffon and its subsidiaries employ approximately 5,300 employees located primarily throughout North America, the United Kingdom, Australia, and China.
Griffon Corporation Employees 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.
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On June 27, 2022 we completed the sale of our Defense Electronics segment which consisted of our Telephonics subsidiary for $330,000 in cash, excluding customary post-closing adjustments.
Added
The closed locations have met the held for sale criteria and have been classified as such on our Consolidated Balance Sheets as of September 30, 2025 and September 30, 2024. The net book value of these properties as of September 30, 2025 and September 30, 2024 totaled $5,609 and $14,532, respectively.
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As such, the results of operations of our Telephonics business is classified as a discontinued operation in the Consolidated Statements of Operations for all periods presented and the related assets and liabilities have been classified as assets and liabilities of the discontinued operation in the Consolidated Balance Sheets.
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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.
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Accordingly, all references made to results and information in this Annual Report on Form 10-K are to Griffon's continuing operations, unless noted otherwise. On January 24, 2022, Griffon acquired Hunter, a market leader in residential ceiling, commercial, and industrial fans, from MidOcean Partners (“MidOcean”) for a contractual purchase price of $845,000.
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Available Information 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.
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This initiative was successfully completed as of September 30, 2024, ahead of the previously announced date of December 31, 2024.
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Trademarks are of significant importance to Griffon’s HBP and CPP businesses.
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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.
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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.
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Discontinued Operation: DEFENSE ELECTRONICS On June 27, 2022, Griffon completed the sale of its Defense Electronics segment, which consisted of Griffon's Telephonics subsidiary, for $330,000, excluding certain customary post-closing adjustments. As such, the results of operations of our Telephonics business is classified as a discontinued operation in the Consolidated Statements of Operations for the year ended September 30, 2022.
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Our communities know they can count on our support. 10 Over the last six years, we have invested millions of dollars in capital improvements relating to employee safety and health.
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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.
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(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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSee the risk below titled “The expansion of CPP’s global sourcing strategy may not achieve its intended results.” If Griffon is unable to obtain raw materials for products at favorable prices it could adversely impact operating performance. HBP and CPP suppliers primarily provide resin, wood, steel and wire rod.
Biggest changeFinally, 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. If Griffon is unable to obtain raw materials for products at favorable prices it could adversely impact operating performance.
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 to provide needed supplies on a timely basis.
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.
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. 13 The loss of large customers can harm 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.
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. The loss of large customers can harm 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.
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.
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 16 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.
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.
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 20 of products or increase costs in such locations.
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. 12 Adverse trends and general economic conditions, especially those that relate to construction and renovation, will impact Griffon’s business.
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. Adverse trends and general economic conditions, especially those that relate to construction and renovation, will impact Griffon’s business.
AMES' sales volumes could be adversely affected by certain weather patterns such as unseasonably cool or warm 16 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.
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.
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.
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 14 China.
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 retain qualified personnel and business partners.
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.
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.
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 15 materials through components to finished goods, to ensure our goods are not made using forced labor.
Although these trade agreements generally have positive effects on trade 15 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.
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.
Griffon has identified the following specific risks and uncertainties that it believes have the potential to materially affect its business and financial condition. Risks Related to Our Business Current worldwide economic uncertainty and market volatility could adversely affect Griffon’s businesses.
Griffon has identified the following specific risks and uncertainties that it believes have the potential to materially affect its business and financial condition. 12 Risks Related to Our Business Current worldwide economic uncertainty and market volatility could adversely affect Griffon’s businesses.
In the past, Griffon has consummated a group of acquisitions within a 17 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 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.
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 will also depend on successfully developing relationships with additional key customers. Griffon cannot ensure that its largest customers will be retained or that additional key customers will be recruited.
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.
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 harm to reputation.
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.
The current worldwide economic uncertainty and market volatility could continue to have an adverse effect on Griffon during 2025, 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.
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.
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 both CPP and HBP to realize economies of scale in its operations.
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.
Additionally, the Forced Labor Enforcement Task Force has determined that certain industry sectors (including apparel, cotton and cotton products, silica-based products, PVC and aluminum products), and countries of origin outside of China (including 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.
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.
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.
The loss of certain key officers or employees could adversely affect Griffon’s business. 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.
The percentage of HBP and CPP's worldwide sourced components as a percent of cost of goods sold approximated 18% and 4%, respectively, in 2024. Reliance on third party suppliers and manufacturers may reduce control over the timing of deliveries and quality of both HBP and CPP products.
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.
With the expansion of its global sourcing strategy and the closure of numerous US manufacturing locations, CPP is likely to experience a diminished ability to take advantage of the trade benefits of the USMCA.
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.
If these systems are damaged, infiltrated, shutdown, or cease to function properly (whether by 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.
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.
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 33%, respectively, in 2024.
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.
Certain raw materials used by CPP may be 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 14 closure of U.S. facilities, CPP has increased the reliance on suppliers in China, which could further the impact of tariffs.
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.
If a future pandemic or similar outbreak, such as something similar to COVID-19, 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.
A future pandemic could adversely impact our results of operations. 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.
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 near term debt maturities, if these conditions persist, we may have difficulty refinancing our debt when it comes due.
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.
For the year ended September 30, 2024, approximately 61% and 39% 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.
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.
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.
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. Item 1B. Unresolved Staff Comments None.
In 2024, 52% of CPP's' sales occurred during the second and third quarters compared to 54% in 2023 and 58% in 2022. Demand for lawn and garden products is influenced by weather, particularly weekend weather during the peak gardening season.
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.
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. 20 The loss of certain key officers or employees could adversely affect Griffon’s business.
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.
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 fill its orders.
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.
Sales of products by non-U.S. subsidiaries accounted for approximately 16% of consolidated revenue for the year ended September 30, 2024.
Sales of products by non-U.S. subsidiaries accounted for approximately 17% of consolidated revenue for the year ended September 30, 2025.
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. 18 Risk Related to Our Common Stock Griffon has the ability to issue additional equity securities, which would lead to dilution of issued and 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.
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 puts increasing price pressure on the products of these businesses.
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 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 US Customs and Border Protection (CBP) to prevent entry of products made with forced labor into the U.S. market.
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.
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 11% of consolidated revenue, 8% of HBP's revenue and 15% of CPP's revenue for the year ended September 30, 2024.
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.
General Risk Factors Each of Griffon's businesses faces risks related to the disruption of its primary manufacturing facilities. 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.
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.
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.
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.
Also, both HBP and CPP extend credit to its customers, which exposes it to credit risk. Our largest customer accounted for approximately 8%, 16% and 12% of the net accounts receivable of HBP, CPP and Griffon as of September 30, 2024, respectively.
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.
While HBP and CPP plan to continue to increase its 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. 19 Griffon may be required to record impairment charges for goodwill and indefinite-lived intangible assets.
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.
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.
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. 13 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.
Although the past two fiscal years reflected a decrease in inflation rates since 2022, 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.
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.
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.
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.
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 (“OECD”).
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.
Both of these businesses could experience shortages of raw materials or components for products or be forced to seek alternative sources of supply.
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.
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.
Griffon may be required to record impairment charges for goodwill and indefinite-lived intangible assets. 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.
In addition, Griffon is authorized to issue, without stockholder approval, up to 85,000,000 shares of common stock, of which 48,303,240 shares, net of treasury shares, were outstanding as of September 30, 2024. Additionally, Griffon is authorized to issue, without stockholder approval, securities convertible into either shares of common stock or preferred stock.
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.
Risks Related to Our Indebtedness Griffon’s senior notes, which have limited covenants, are not due until 2028; its $800 million Term Loan B (current balance of $457 million), which also has limited covenants, is not due until 2029; and its $500 million revolving line of credit, which has greater covenant requirements, does not mature until 2028.
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. 17 Risks Related to Our Indebtedness 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.
If the provisions of Pillar Two are adopted by taxing authorities in countries in which we do business, such 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.
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.
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.
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.
For example, in the past, 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. 21 Griffon is exposed to product liability and warranty claims.
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.
Detention costs accrue during the pendency of CBP's evaluation. From October 1, 2023 through September 30, 2024, more than 4,200 shipments to U.S importers, valued at approximately $1.7 billion, were targeted by CBP for further inspection.
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.
Furthermore, if any significant claims are made, the business and the related financial condition of Griffon may be adversely affected by negative publicity. Griffon has been, and may in the future be, subject to claims and liabilities under environmental laws and regulations.
Griffon has been, and may in the future be, subject to claims and liabilities under environmental laws and regulations.
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.
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.
If goodwill or indefinite-lived intangible assets were to become impaired, the results of operations could be materially and adversely affected. During the fiscal year ended September 30, 2024, Griffon performed annual impairment testing of its goodwill and indefinite-lived intangible assets. The assessments did not result in any impairments to goodwill and indefinite-lived intangible assets.
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. 19 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.
In addition, the intense competition in the retail and e-commerce sectors, combined with the overall increasingly competitive economic environment, may result in a number of customers experiencing financial difficulty, or failing in the future. 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.
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.
Because of the volume of sourcing by CPP from China, the ongoing trade dispute between the U.S. and China, including the imposition of tariffs on various Chinese imports into the U.S. at various times since March 2018, represents a continuing risk to CPP revenue and operating performance.
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.
These changes are expected to have a limited impact on current CPP products; however, the increases may complicate efforts to expand CPP's product portfolio under its new global sourcing strategy. In addition to tariffs, an increased global focus on forced labor in supply chains has the potential to impact our business operations.
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.
Removed
Inflation rates, particularly in the United States, increased to historic levels in 2022. According to the U.S. Department of Labor, the annual inflation rate for the United States decreased to 3.7% for the twelve months ended September 30, 2023, and it further decreased to 3.5% for the twelve months ended September 30, 2024.
Added
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.
Removed
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 has increased CPP’s reliance on third-party suppliers and, therefore, CPP’s exposure to the risks relating to the use of third-party suppliers.
Added
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.
Removed
CPP is taking steps to develop multiple suppliers outside of China to allow for supply chain sourcing pivot, as needed, in an effort to minimize this risk. The sourcing of CPP finished goods, components and raw materials from China are generally subject to supply agreements with Chinese companies.
Added
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.
Removed
U.S. imports from China exceeded $425 billion in 2023, the majority of which were subject to the Section 301 tariffs. In May 2024, the United States Trade Representative (USTR) completed a mandatory four-year review of the tariffs under Section 301 of the Trade Act of 1974.
Added
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.
Removed
In addition to continuing the tariffs rather than allowing them to terminate under the Trade Act, the USTR announced additional tariffs on a number of products, to be implemented over the two-year period 2024-2026.
Added
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.
Removed
The continuing political and economic conflicts between U.S. and China have resulted in, and may continue to result in retaliatory actions from, both countries, and it is unknown whether current US-China relations over Taiwan, including the signature of the US-Taiwan Initiative on 21 st Century Trade signed in May 2023, or the United States' continuing commitment to support Taiwan with equipment and services for its self-defense, will impact the ongoing trade dispute with China.
Added
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.
Removed
We cannot predict what new retaliatory policies and regulations may be implemented by the Chinese government in response to the U.S./Taiwan engagement, and any such policies and regulations or other responses may adversely affect our business operations in China.
Added
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.
Removed
These issues, along with the ongoing war between Russia and Ukraine, could delay importation of products or require HBP and CPP to locate alternative ports or warehousing providers to avoid disruption to customers.
Added
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.
Removed
These alternatives may not be available on short notice or could result in higher transit costs, which could have an adverse impact on the business and financial results of HBP and CPP. The expansion of CPP’s global sourcing strategy may not achieve its intended results.
Added
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.
Removed
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.
Added
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.
Removed
This expansion of CPP’s global sourcing strategy has increased Griffon’s exposure to certain other risks to which it is subject, including those related to the procurement of products from third party suppliers, many of whom are located in China and other non-U.S. jurisdictions.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed15 unchanged
Biggest changeAs part of the Company's cybersecurity risk management program, we follow the National Institute of Standards and Technology ("NIST") Cybersecurity Framework ("CSF") 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.
Biggest changeAs 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.
We also maintain a cyber incident response plan ("IRP") 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.
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.
The Audit Committee reviews our cybersecurity program with management and reports to the Board of Directors with respect to, and 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.
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.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed1 unchanged
Biggest changeFrancois, Quebec Consumer and Professional Products Manufacturing, Distribution 353,000 Owned Pollington Site, UK Consumer and Professional Products Manufacturing, Distribution 115,000 Owned Carlisle, PA Consumer and Professional Products Manufacturing, Distribution 1,409,000 Leased 2030 - 2035 United Kingdom (various) Consumer and Professional Products 3 Distribution 138,000 Leased 2024 Reno, NV Consumer and Professional Products Manufacturing, Distribution 997,000 Leased 2034 Australia (various) Consumer and Professional Products 8 Distribution, 2 Manufacturing 918,000 Leased 2025 - 2031 Canada (Various) Consumer and Professional Products 1 Manufacturing, 3 Distribution 96,000 Leased 2025 - 2028 Mt Wellington, New Zealand Consumer and Professional Products Distribution 54,000 Leased 2025 Guangdong, China Consumer and Professional Products Manufacturing 211,000 Leased 2025 Byhalia, MS Consumer and Professional Products Distribution 600,000 Leased 2025 Smyrna, TN Consumer and Professional Products Office 100,000 Leased 2025 In addition to the facilities listed above, HBP leases approximately 1,138,000 square feet of space for distribution centers in numerous facilities throughout the U.S. and in Canada; HBP and CPP lease approximately 185,000 square feet of office space throughout the U.S. and various international locations; and CPP owns approximately 118,000 square feet of additional space for operational wood mills in the U.S.
Biggest changeFrancois, Quebec Consumer and Professional Products Manufacturing, Distribution 353,000 Owned Cork, Ireland Consumer and Professional Products Distribution, Manufacturing 74,000 Owned Pollington Site, UK Consumer and Professional Products Manufacturing, Distribution 115,000 Owned Carlisle, PA Consumer and Professional Products Manufacturing, Distribution 1,409,000 Leased 2030 - 2035 Reno, NV Consumer and Professional Products Manufacturing, Distribution 997,000 Leased 2034 Byhalia, MS Consumer and Professional Products Distribution 537,000 Leased 2036 Smyrna, TN Consumer and Professional Products Office 100,000 Leased 2030 Australia (various) Consumer and Professional Products 8 Distribution, 2 Manufacturing 918,000 Leased 2025 - 2031 Canada (Various) Consumer and Professional Products 1 Manufacturing, 3 Distribution 93,000 Leased 2026 - 2028 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 have concluded operations during fiscal 2024 and, as a result, these facilities, which are approximately 1,242,000 square feet in the aggregate, are classified as held for sale. All facilities are generally well maintained and suitable for the operations conducted. 25
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. 25
Item 2. Properties Griffon occupies approximately 10,740,000 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 footnotes in the Notes to Consolidated Financial Statements.
Item 2. Properties 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.
Square Footage Owned/ Leased Lease End Year New York, NY Corporate Headquarters 13,000 Leased 2035 Troy, OH Home and Building Products Manufacturing 1,332,000 Owned Russia, OH Home and Building Products Manufacturing 250,000 Owned Mountain Top, PA Home and Building Products Manufacturing 279,000 Owned Mason, OH Home and Building Products Office 131,000 Owned Goodyear, AZ Home and Building Products Manufacturing 163,000 Owned Greenville, OH Home and Building Products Distribution 148,000 Leased 2025 Ocala, FL Consumer and Professional Products Office, Manufacturing 619,500 Owned Ocala, FL Consumer and Professional Products Distribution 56,500 Leased 2026 Cork, Ireland Consumer and Professional Products Distribution 74,000 Owned St.
Square Footage Owned/ Leased Lease End Year New York, NY Corporate Headquarters 10,000 Leased 2035 Troy, OH Home and Building Products Manufacturing 1,372,000 Owned Russia, OH Home and Building Products Manufacturing 253,000 Owned Mountain Top, PA Home and Building Products Manufacturing 279,000 Owned Mason, OH Home and Building Products Office 131,000 Owned Goodyear, AZ Home and Building Products Manufacturing 163,000 Owned Greenville, OH Home and Building Products Distribution 148,000 Leased 2027 Ocala, FL Consumer and Professional Products Office, Manufacturing 619,500 Owned St.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed4 unchanged
Biggest changeRefer to Note 16 - Commitments and Contingent Liabilities for a discussion of the Company's litigation.
Biggest changeRefer to Note 16 - Commitments and Contingencies for a discussion of the Company's litigation. Item 4. Mine Safety Disclosures. Not applicable. 26 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+2 added−1 removed2 unchanged
Biggest changeOn April 19, 2023, the Company's Board of Directors approved a $200,000 increase to its share repurchase program to $257,955 from the prior unused authorization of $57,955. On November 15, 2023, Griffon announced that the Board of Directors approved an additional increase of $200,000 to its share repurchase authorization.
Biggest changeOn November 13, 2024, Griffon announced that the Board of Directors approved an increase of $400,000 to its share repurchase authorization.
The following graph sets forth the cumulative total return to Griffon’s stockholders during the five years ended September 30, 2024, 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, 2019, including the reinvestment of dividends, in each category.
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.
Securities Authorized for Issuance Under Equity Compensation Plans The following sets forth information relating to Griffon’s equity compensation plans as of September 30, 2024: (a) (b) (c) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) — $ — 2,377,532 Equity compensation plans not approved by security holders — $ — — _____________________________________ (1) Excludes restricted shares and restricted stock units issued in connection with Griffon’s equity compensation plans.
Securities Authorized for Issuance Under Equity Compensation Plans The following sets forth information relating to Griffon’s equity compensation plans as of September 30, 2025: (a) (b) (c) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders (1) — $ — 1,895,135 Equity compensation plans not approved by security holders — $ — — _____________________________________ (1) Excludes restricted shares and restricted stock units issued in connection with Griffon’s equity compensation plans.
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.
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.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Griffon’s Common Stock is listed for trading on the New York Stock Exchange under the symbol “GFF”. Dividends 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.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Griffon’s Common Stock is listed for trading on the New York Stock Exchange under the symbol “GFF”. Dividends 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.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Griffon Corporation, the S&P Smallcap 600 Index and the Dow Jones US Diversified Industrials Index
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Griffon Corporation, the S&P Smallcap 600 Index and the Dow Jones US Diversified Industrials Index Item 6. [ Reserved ] 29
On November 12, 2024, the Board of Directors declared a cash dividend of $0.18 per share, payable on December 18, 2024 to shareholders of record as of the close of business on November 25, 2024. Registered Holders As of October 31, 2024, there were approximately 2,179 registered holders of Griffon’s Common Stock.
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. Registered Holders As of October 31, 2025, there were approximately 2,036 registered holders of Griffon’s Common Stock.
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, 2024, $32,693 remained available for purchase under these Board authorized repurchase programs.
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.
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. During 2022, the Company paid a regular quarterly cash dividend of $0.09 per share, totaling $0.36 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.
The total reflected in column (c) includes shares available for grant as any type of equity award under the Incentive Plan. 27 Issuer Purchase of Equity Securities The table below presents shares of Griffon Stock which were acquired by Griffon during the fourth quarter of 2024: ISSUER PURCHASES OF EQUITY SECURITIES Period (a) Total Number of Shares (or Units) Purchased (1) (b) Average Price Paid Per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs July 1 - 31, 2024 90,602 (2) $ 66.96 90,602 August 1 - 31, 2024 460,000 (2) 63.28 460,000 September 1 - 30, 2024 500,000 (2) 66.42 500,000 Total 1,050,602 $ 65.09 1,050,602 $ 32,693 (1) _____________________________________________________ 1.
The total reflected in column (c) includes shares available for grant as any type of equity award under the Incentive Plan. 27 Issuer Purchase of Equity Securities The table below presents shares of Griffon Stock which were acquired by Griffon during the fourth quarter of 2025: ISSUER PURCHASES OF EQUITY SECURITIES Period (a) Total Number of Shares (or Units) Purchased (1) (b) Average Price Paid Per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs 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.
Additionally, on June 27, 2022, the Board of Directors declared a special cash dividend of $2.00 per share, paid on July 20, 2022. 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.
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.
Removed
See " Management's Discussion and Analysis of Financial Condition and Results of Operations - LIQUIDITY AND CAPITAL RESOURCES - Liquidity" - for information regarding share repurchases in the first quarter of fiscal 2025 and the amount remaining available for purchase as of immediately prior to the filing of this Annual Report on Form 10-K. 2.
Added
As of September 30, 2025, $298,013 remained available for purchase under these Board authorized repurchase programs. 2.
Added
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

107 edited+27 added−52 removed45 unchanged
Biggest changeSummarized Statements of Operations and Comprehensive Income (Loss) For the Year Ended For the Year Ended September 30, 2024 September 30, 2023 Parent Company Guarantor Companies Parent Company Guarantor Companies Net sales $ — $ 2,147,788 $ — $ 2,190,636 Gross profit $ — $ 871,822 $ — $ 800,477 Income (loss) from operations $ (25,982) $ 408,181 $ (42,948) $ 228,346 Equity in earnings of Guarantor subsidiaries $ 283,959 $ — $ 149,981 $ — Net income (loss) $ (74,331) $ 283,959 $ (85,770) $ 149,981 Summarized Balance Sheet Information For the Year Ended For the Year Ended September 30, 2024 September 30, 2023 Parent Company Guarantor Companies Parent Company Guarantor Companies Current assets $ 58,194 $ 635,767 $ 51,701 $ 707,929 Non-current assets 12,558 1,307,839 13,954 1,317,575 Total assets $ 70,752 $ 1,943,606 $ 65,655 $ 2,025,504 Current liabilities $ 69,556 $ 213,234 $ 76,460 $ 226,532 Long-term debt 1,515,669 222 1,459,952 — Other liabilities 23,033 237,432 (9,994) 271,985 Total liabilities $ 1,608,258 $ 450,888 $ 1,526,418 $ 498,517 CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of Griffon’s consolidated financial statements in conformity with accounting principles generally accepted in the U.S. of America (“GAAP”) requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on assets, liabilities, revenue and expenses.
Biggest changeThese circumstances include (i) a sale of at least a majority of the stock, or all or substantially all the assets, of the subsidiary guarantor as permitted by the Indentures; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indentures (generally, a business the EBITDA of which constitutes less than 50% of the segment adjusted EBITDA of the Company for the most recently ended four fiscal quarters), and that meets certain other specified conditions as set forth in the Indentures; (iii) the designation of a guarantor as an “unrestricted subsidiary” as defined in the Indentures, in compliance with the terms of the Indentures; (iv) Griffon exercising its right to defease the Senior Notes, or to otherwise discharge its obligations under the Indentures, in each case in accordance with the terms of the Indentures; and (v) upon obtaining the requisite consent of the holders of the Senior Notes. 41 Summarized Statements of Operations and Comprehensive Income (Loss) For the Year Ended For the Year Ended September 30, 2025 September 30, 2024 Parent Company Guarantor Companies Parent Company Guarantor Companies Net sales $ — $ 2,043,181 $ — $ 2,147,788 Gross profit $ — $ 897,806 $ — $ 871,822 Income (loss) from operations $ (27,185) $ 202,408 $ (25,982) $ 408,181 Equity in earnings of Guarantor subsidiaries $ 114,214 $ — $ 283,959 $ — Net income (loss) $ (80,101) $ 114,214 $ (74,331) $ 283,959 Summarized Balance Sheet Information For the Year Ended For the Year Ended September 30, 2025 September 30, 2024 Parent Company Guarantor Companies Parent Company Guarantor Companies Current assets $ 52,468 $ 615,705 $ 58,194 $ 635,767 Non-current assets 21,153 1,032,532 12,558 1,307,839 Total assets $ 73,621 $ 1,648,237 $ 70,752 $ 1,943,606 Current liabilities $ 57,620 $ 199,085 $ 69,556 $ 213,234 Long-term debt 1,404,272 149 1,515,669 222 Other liabilities 9,256 224,162 23,033 237,432 Total liabilities $ 1,471,148 $ 423,396 $ 1,608,258 $ 450,888 CRITICAL ACCOUNTING ESTIMATES The preparation of Griffon’s consolidated financial statements in conformity with accounting principles generally accepted in the U.S. of America (“GAAP”) requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on assets, liabilities, revenue and expenses.
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 (losses) on investments, and $(137) and $(866), respectively, of net periodic benefit plan income (expense).
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).
Assumptions used in determining Griffon’s obligations under the defined benefit pension plans are believed to be reasonable, based on experience and advice from independent actuaries; however, differences in actual experience or changes in the assumptions may materially affect Griffon’s financial position or results of operations. All of the defined benefit plans are frozen and have ceased accruing benefits. 45
Assumptions used in determining Griffon’s obligations under the defined benefit pension plans are believed to be reasonable, based on experience and advice from independent actuaries; however, differences in actual experience or changes in the assumptions may materially affect Griffon’s financial position or results of operations. All of the defined benefit plans are frozen and have ceased accruing benefits.
Proceeds from the 2028 Senior Notes were used to redeem $1,000,000 of 5.25% Senior Notes due in 2022. In connection with the issuance and exchange of the 2028 Senior Notes, Griffon capitalized $16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes.
Proceeds from the Senior Notes were used to redeem $1,000,000 of 5.25% Senior Notes due in 2022. In connection with the issuance and exchange of the Senior Notes, Griffon capitalized $16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes.
As of September 30, 2024 and 2023, we tested long-lived intangible and tangible assets for impairment by comparing estimated future undiscounted cash flows of each CPP asset group to the carrying amount of the asset group and determined that an impairment did not exist.
As of September 30, 2024, we tested long-lived intangible and tangible assets for impairment by comparing estimated future undiscounted cash flows of each CPP asset group to the carrying amount of the asset group and determined that an impairment did not exist.
Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a decline in Griffon’s stock price, a change in market conditions, market trends, interest rates or other factors outside of Griffon’s control, or significant underperformance relative to historical or projected future operating results, could result in a significantly different estimate of the fair value of Griffon’s reporting units, which could result in an impairment charge in the future. 44 Income Taxes Griffon’s effective tax rate is based on income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which Griffon operates.
Any changes in key assumptions or management judgment with respect to a reporting unit or its prospects, which may result from a decline in Griffon’s stock price, a change in market conditions, market trends, interest rates or other factors outside of Griffon’s control, or significant underperformance relative to historical or projected future operating results, could result in a significantly different estimate of the fair value of Griffon’s reporting units, which could result in an impairment charge in the future. 43 Income Taxes Griffon’s effective tax rate is based on income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which Griffon operates.
The financial information may not necessarily be indicative of the results of operations or financial position of the guarantor companies or non-guarantor 42 companies had they operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly-owned subsidiaries accounted for under the equity method.
The financial information may not necessarily be indicative of the results of operations or financial position of the guarantor companies or non-guarantor companies had they operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly-owned subsidiaries accounted for under the equity method.
Depreciation and Amortization Depreciation and amortization of $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.
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.
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.
The 2024 and 2023 tax rates included discrete and certain other tax provisions, net, and other items that affect comparability, as listed below. 32 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.
No event or indicator of impairment existed for the HBP assets groups as of September 30, 2024 and 2023. Fair value estimates are based on assumptions believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ materially from those estimates.
No event or indicator of impairment existed for the HBP assets groups as of September 30, 2025 and 2024. Fair value estimates are based on assumptions believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ materially from those estimates.
Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Cornell and Cookson brands.
Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the Clopay, Cornell and Cookson brands.
At September 30, 2024, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements. Net Debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company.
At September 30, 2025, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements. Net Debt to EBITDA (Leverage ratio), a non-GAAP measure, is a key financial measure that is used by management to assess the borrowing capacity of the Company.
(1) 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.
(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.
In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act, presented below are summarized financial information of the Parent (Griffon) subsidiaries and the Guarantor subsidiaries as of September 30, 2024 and September 30, 2023 and for the years ended September 30, 2024 and 2023.
In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act, presented below are summarized financial information of the Parent (Griffon) subsidiaries and the Guarantor subsidiaries as of September 30, 2025 and September 30, 2024 and for the years ended September 30, 2025 and 2024.
We determine the fair value of indefinite-lived intangible assets by using the relief from royalty method, which estimates the value of a trademark by discounting to present value the hypothetical royalty payments that are saved by owning the asset rather than licensing it.
For the quantitative test of indefinite-lived intangible assets, we determine the fair value of indefinite-lived intangible assets by using the relief from royalty method, which estimates the value of a trademark by discounting to present value the hypothetical royalty payments that are saved by owning the asset rather than licensing it.
Griffon evaluates performance based on adjusted income from continuing operations 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 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's purchase obligations, which are generally for the purchase of goods and services in the ordinary course of business over the next twelve months is approximately $195,227. Griffon uses blanket purchase orders to communicate expected requirements to certain vendors. Purchase obligations reflect those purchase orders in which the commitment is considered to be firm.
Griffon's purchase obligations, which are generally for the purchase of goods and services in the ordinary course of business over the next twelve months, is approximately $218,344. Griffon uses blanket purchase orders to communicate expected requirements to certain vendors. Purchase obligations reflect those purchase orders in which the commitment is considered to be firm.
Selling, general and administrative (“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.
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.
The charges were comprised of write-offs of unamortized debt issuance costs of $386 and $5,575 for 2023 and 2022, respectively, and the original issue discount of $51 and $721 for 2023 and 2022, respectively. As of September 30, 2024, the Term Loan B outstanding balance was $457,000.
The charges were comprised of write-offs of unamortized debt issuance costs of $386 and $5,575 for 2023 and 2022, respectively, and the original issue discount of $51 and $721 for 2023 and 2022, respectively. As of September 30, 2025, the Term Loan B outstanding balance was $449,000.
Griffon announced in May 2023 that CPP was expanding its global sourcing strategy to include long handled tools, material handling, and wood storage and organization product lines for the U.S. market. This initiative was successfully completed as of September 30, 2024, ahead of the previously announced date of December 31, 2024.
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.
CPP sells products globally through a portfolio of leading brands including AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid. CPP revenue was 39%, 41% and 47% of Griffon’s consolidated revenue in 2024, 2023 and 2022, respectively.
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.
Also, in 2024, the impairment test did not result in impairment charges to CPP's gross carrying amount of intangible assets; however, in 2023, the impairment tests did result in pre-tax non-cash impairment charges totaling $109,200 ($81,313 net of tax) to CPP's gross carrying amount of intangible assets.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unless otherwise indicated, all references to years or year-end refers to the fiscal year ending September 30 and dollars are in thousands, except per share data) OVERVIEW The Company Griffon Corporation (the “Company”, “Griffon”, "we" or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (Unless otherwise indicated, all references to years or year-end refer to the fiscal year ending September 30 and dollars are in thousands, except per share data) OVERVIEW The Company Griffon Corporation (the “Company,” “Griffon,” "we" or "us") is a diversified management and holding company that conducts business through wholly-owned subsidiaries.
HBP revenue was 61%, 59% and 53% of Griffon’s consolidated revenue in 2024, 2023 and 2022, respectively. • Consumer and Professional Products (“CPP”) is a leading 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.
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.
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 (loss) before taxes from continuing operations.
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.
Griffon rents real property and equipment under operating leases expiring at various dates. Operating lease obligations over the next twelve months is approximately $45,291. Refer to Note 22 - Leases. Customers A small number of customers account for, and are expected to continue to account for, a substantial portion of Griffon’s consolidated revenue.
Griffon rents real property and equipment under operating leases expiring at various dates. Operating lease obligations over the next twelve months is approximately $41,883. Refer to Note 22 - Leases for additional information. Customers A small number of customers account for, and are expected to continue to account for, a substantial portion of Griffon’s consolidated revenue.
Since that time, during 2023 and 2022, Griffon prepaid $25,000 and $300,000, respectively, aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. In connection with the prepayment of the Term Loan B, Griffon recognized charges of $437 and $6,296 on the prepayment of debt in 2023 and 2022, respectively.
Since that time, Griffon has prepaid $325,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. In connection with the prepayment of the Term Loan B, Griffon recognized charges of $437 and $6,296 on the prepayment of debt in 2023 and 2022, respectively.
Borrowings under the Revolver may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a Secured Overnight Financing Rate ("SOFR"), Sterling Overnight Index Average ("SONIA") or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.
Borrowings under the Revolver may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.
In connection with the amendment, Griffon recognized a $1,700 loss on debt extinguishment in the Company's Consolidated Statement of Operations, primarily consisting of the write-off of unamortized debt issuance costs and original issue discount related to portions of the Term Loan B facility that were repaid and then reborrowed from new lenders.
In connection with the amendment, Griffon recognized a $1,700 loss on debt extinguishment during the year ended September 30, 2024 in the Company's Consolidated Statements of Operations, primarily consisting of the write-off of unamortized debt issuance costs and original issue discount related to portions of the Term Loan B facility that were repaid and then reborrowed from new lenders.
Other income (expense) also includes royalty income of $2,198 and $2,104 in 2024 and 2023, respectively. Griffon reported income before tax from continuing operations 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.
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 income from continuing operations included the following: – Restructuring charges of $41,309 ($30,824, net of tax, or $0.62 per share); – Strategic review - retention and other of $10,594 ($7,934, net of tax, or $0.16 per share); – Loss on sale of buildings $61 ($25, net of tax, or $0.00 per share); – Debt extinguishment, net $1,700 ($1,292, net of tax, or $0.03 per share); – Fair value step-up of acquired inventory sold of $491 ($354, net of tax, or $0.01 per share); – Acquisition costs of $441 ($335, net of tax, or $0.01 per share); – Discrete and certain other tax provision, net, of $3,586 or 0.07 per share. 31 The 2023 income from continuing operations included the following: – Restructuring charges of $92,468 ($68,779, net of tax, or $1.26 per share); – Gain on sale of buildings $12,655 ($9,586, net of tax, or $0.18 per share); – Debt extinguishment, net $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.
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: – Restructuring charges of $41,309 ($30,824, net of tax, or $0.62 per share); – Strategic review - retention and other of $10,594 ($7,934, net of tax, or $0.16 per share); – Loss on sale of real estate of $61 ($25, net of tax, or $0.00 per share); – Debt extinguishment, net $1,700 ($1,292, net of tax, or $0.03 per share); – Fair value step-up of acquired inventory sold of $491 ($354, net of tax, or $0.01 per share); – Acquisition costs of $441 ($335, net of tax, or $0.01 per share); and – Discrete and certain other tax provisions, net, of $3,586, or $0.07 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.
In 2024, Home Depot represented 11% of Griffon’s consolidated revenue, 8% of HBP's revenue and 15% of CPP's revenue. No other customer exceeded 10% or more of consolidated revenue. Future operating results will continue to substantially depend on the success of Griffon’s largest customers and our relationships with them.
In 2025, Home Depot represented 10% of Griffon’s consolidated revenue, 9% of HBP's revenue and 12% of CPP's revenue. No other customer exceeded 10% or more of consolidated revenue. Future operating results will continue to substantially depend on the success of Griffon’s largest customers and our relationships with them.
During 2024, cash flows used in financing activities from continuing operations primarily consisted of the purchase of shares in connection with the board authorized share repurchase program and to satisfy withholding taxes on 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 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.
The Term Loan B accrues interest at the Term SOFR rate plus a spread of 2.00% (6.85% as of September 30, 2024).
The Term Loan B accrues interest at the Term SOFR rate plus a spread of 2.00% (6.13% as of September 30, 2025).
The decrease was primarily 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. Gross profit as a percent of sales (“gross margin”) for 2024 and 2023 was 38.9% and 35.3%, respectively.
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.
Cash flows from investing activities from continuing operations 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 2024, Griffon used $64,999 in investing activities from continuing operations compared to $45,211 in 2023.
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 2024, cash flows used in investing activities from continuing operations 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 buildings and equipment associated with CPP's restructuring activities and $3,500 escrow proceeds released from the sale of Telephonics.
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.
The Term Loan B facility continues to require nominal quarterly principal payments of $2,000, potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds; and a final balloon payment due at maturity.
The Term Loan B facility continues to require nominal quarterly principal payments of $2,000, potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds, and a final balloon payment due at maturity. Term Loan B borrowings may generally be repaid without penalty. Once repaid, Term Loan B borrowings may not be reborrowed.
As of September 30, 2024, $32,693 remained under these Board authorized repurchase programs. 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.
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 2023, cash used in discontinued operations from operating activities of $2,994 primarily related to the settling of certain liabilities, primarily stay bonuses, associated with the disposition of Telephonics, and environmental and other costs related to other discontinued businesses.
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.
An estimate is considered to be critical if it is subjective and if changes in the estimate using different assumptions would result in a material impact on Griffon’s financial position or results of operations.
An estimate is considered to be critical if it is subjective and if changes in the estimate using different assumptions would result in a material impact on Griffon’s financial position or results of operations. The most significant areas involving management estimates are described below.
For the Revolver, interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.
Any outstanding borrowings on the Revolver will accrue interest at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance.
On November 12, 2024, the Board of Directors declared a cash dividend of $0.18 per share, payable on December 18, 2024 to shareholders of record as of the close of business on November 25, 2024.
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.
If we elect to perform a qualitative assessment, we consider operating results as well as circumstances impacting the operations or cash flows of the reporting unit or indefinite-lived intangible assets, including macroeconomic conditions, industry and market conditions and reporting unit events and circumstances. For the quantitative test, the assessment is based on both an income-based and market-based valuation approach.
If we elect to perform a qualitative assessment, we consider operating results as well as circumstances impacting the operations or cash flows of the reporting unit or indefinite-lived intangible assets, including macroeconomic conditions, industry and market conditions and reporting unit events and circumstances.
Under the income-based approach, we determine the fair value of a reporting unit by using discounted cash flows that require significant judgement and assumptions, such as our best estimate of future revenue, operating costs, cash flows, expected long-term cash flow growth rates (terminal value growth rates), and risk adjusted discount rates.
For the quantitative test of goodwill, the assessment is based on both an income-based and market-based valuation approach. 42 Under the income-based approach, we determine the fair value of a reporting unit by using discounted cash flows that require significant judgment and assumptions, such as our best estimate of future revenue, operating costs, cash flows, expected long-term cash flow growth rates (terminal value growth rates), and risk adjusted discount rates.
The payoff amounts were GBP 41 7,525 ($9,543) and GBP 2,451 ($3,108), respectively. Upon maturity in July 2023, the GBP 5,000 revolver had no balance and was not renewed. In February 2024, Griffon repaid in full a loan with the Pennsylvania Industrial Development Authority. The balance in other long-term debt consists primarily of finance leases.
The payoff amounts were GBP 7,525 ($9,543) and GBP 2,451 ($3,108), respectively. Upon maturity in July 2023, the GBP 5,000 revolver had no balance and was not renewed. The balance in other long-term debt consists primarily of finance leases.
During 2024, the Board of Directors approved four quarterly cash dividends each for $0.15 per share, totaling $0.60 per share for the year.
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 following table provides a reconciliation of income (loss) from continuing operations to adjusted income from continuing operations and earnings (loss) per share from continuing operations to adjusted earnings per share from continuing operations: 33 GRIFFON CORPORATION AND SUBSIDIARIES RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS TO ADJUSTED INCOME FROM CONTINUING OPERATIONS (Unaudited) For the Years Ended September 30, 2024 2023 2022 Income (loss) from continuing operations $ 209,897 $ 77,617 $ (287,715) Adjusting items: Restructuring charges (1) 41,309 92,468 16,782 (Gain) loss on sale of buildings 61 (12,655) — Debt extinguishment, net 1,700 437 4,529 Acquisition costs 441 — 9,303 Strategic review - retention and other 10,594 20,225 9,683 Special dividend ESOP charges — 15,494 10,538 Proxy expenses — 2,685 6,952 Fair value step-up of acquired inventory sold 491 — 5,401 Goodwill and intangible asset impairments — 109,200 517,027 Tax impact of above items (2) (13,832) (57,925) (76,627) Discrete and other certain tax provisions 3,586 175 3,913 Adjusted income from continuing operations $ 254,247 $ 247,721 $ 219,786 Earnings (loss) per common share from continuing operations $ 4.23 $ 1.42 $ (5.57) Adjusting items, net of tax: Anti-dilutive share impact (3) — — 0.24 Restructuring charges (1) 0.62 1.26 0.23 (Gain) loss on sale of buildings — (0.18) — Debt extinguishment, net 0.03 0.01 0.06 Acquisition costs 0.01 — 0.15 Strategic review - retention and other 0.16 0.28 0.13 Special dividend ESOP charges — 0.22 0.15 Proxy expenses — 0.04 0.10 Fair value step-up of acquired inventory sold 0.01 — 0.07 Goodwill and intangible asset impairments — 1.49 8.43 Discrete and other certain tax provisions 0.07 — 0.07 Adjusted earnings per share from continuing operations $ 5.12 $ 4.54 $ 4.07 Weighted-average shares outstanding (in thousands) 47,573 52,111 51,672 Diluted weighted average shares outstanding (in thousands) (3) 49,668 54,612 53,966 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.
The following table provides a reconciliation of net income to adjusted net income and earnings per share to adjusted earnings per share: 33 GRIFFON CORPORATION AND SUBSIDIARIES RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME (Unaudited) 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.
If the sum of the expected future undiscounted cash flows are less than the carrying amount of the asset group, a loss would be recognized for the difference between the fair value and the carrying amount.
If the sum of the expected future undiscounted cash flows are less than the carrying amount of the asset group, a loss would be recognized for the difference between the fair value and the carrying amount. No indicator of impairment existed for the CPP asset groups as of September 30, 2025.
During 2023, total other comprehensive income (loss), net of taxes, of $12,728 included a gain of $8,447 from foreign currency translation adjustments primarily due to the strengthening of the Euro and British Pound, all in comparison to the U.S.
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.
Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 2.00% (6.95% at September 30, 2024); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 2.00% (6.98% at September 30, 2024); and base rate loans accrue interest at prime rate plus a margin of 1.00% (9.00% at September 30, 2024).
Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.75% (5.98% at September 30, 2025); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.75% (5.75% at September 30, 2025); and base rate loans accrue interest at prime rate plus a margin of 0.75% (8.00% at September 30, 2025).
Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 2.00% (6.95% at September 30, 2024); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 2.00% (6.98% at September 30, 2024); and base rate loans accrue interest at prime rate plus a margin of 1.00% (9.00% at September 30, 2024).
Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.75% (5.98% at September 30, 2025); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.75% (5.75% at September 30, 2025); and base rate loans accrue interest at prime rate plus a margin of 0.75% (8.00% at September 30, 2025).
In both 2024 and 2023, cash provided by operating activities reflected increased cash generated from operations at HBP, and a net decrease in net working capital, primarily driven by decreases in inventory.
In both 2025 and 2024, cash provided by operating activities reflected increased cash generated from operations and a decrease in net working capital.
Debt At September 30, 2024 and 2023, Griffon had debt, net of cash and equivalents, as follows: Cash and Equivalents and Debt At September 30, At September 30, (in thousands) 2024 2023 Cash and equivalents $ 114,438 $ 102,889 Notes payables and current portion of long-term debt $ 8,155 $ 9,625 Long-term debt, net of current maturities 1,515,897 1,459,904 Debt discount and issuance costs 15,633 20,283 Total debt 1,539,685 1,489,812 Debt, net of cash and equivalents $ 1,425,247 $ 1,386,923 During 2020, Griffon issued, at par, $1,000,000 of 5.75% Senior Notes due 2028 (the "2028 Senior Notes").
Debt At September 30, 2025 and 2024, Griffon had debt, net of cash and equivalents, as follows: Cash and Equivalents and Debt At September 30, At September 30, (in thousands) 2025 2024 Cash and equivalents $ 99,045 $ 114,438 Notes payables and current portion of long-term debt $ 8,103 $ 8,155 Long-term debt, net of current maturities 1,404,387 1,515,897 Debt discount and issuance costs 11,536 15,633 Total debt 1,424,026 1,539,685 Debt, net of cash and equivalents $ 1,324,981 $ 1,425,247 During 2020, Griffon issued, at par, $1,000,000 of 5.75% Senior Notes due 2028 (the "Senior Notes").
Excluding these items from both reporting periods, 2023 income from continuing operations would have been $247,721, or $4.54 per share compared to $219,786, or $4.07 per share, in 2022.
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.
At September 30, 2024, under the Credit Agreement, there were $107,500 in outstanding borrowings on the Revolver; outstanding standby letters of credit were $13,190; and $379,310 was available, subject to certain loan covenants, for borrowing at that date.
At September 30, 2025, under the Credit Agreement, there were no outstanding borrowings on the Revolver; outstanding standby letters of credit were $14,328; and $485,672 was available, subject to certain loan covenants, for borrowing at that date.
The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of adjusted EBITDA (as defined above) and stock-based compensation expense. Net Debt to EBITDA, as calculated in accordance with the definition in the Credit Agreement, was 2.6x at September 30, 2024.
The Company has defined its net debt to EBITDA leverage ratio as net debt (total principal debt outstanding net of cash and equivalents) divided by the sum of adjusted EBITDA (as defined above) and stock-based compensation expense.
Capital Resource Requirements Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028 and related annual interest payments of approximately $56,050, a Term Loan B facility maturing in 2029 with an outstanding balance of $457,000 on September 30, 2024, and the Revolver, which matures in 2028 and has an outstanding balance of $107,500.
Net Debt to EBITDA, as calculated in accordance with the definition in the Credit Agreement, was 2.4x at September 30, 2025. 40 Capital Resource Requirements Griffon's debt requirements include principal on our outstanding debt, most notably our Senior Notes totaling $974,775 payable in 2028 and related annual interest payments of approximately $56,058, a Term Loan B facility maturing in 2029 with an outstanding balance of $449,000 on September 30, 2025, and the Revolver, which matures in 2028 and has no outstanding balance as of September 30, 2025.
If it is determined that an impairment exists, we recognize an impairment loss for the amount by which the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its estimated fair value.
If it is determined that an impairment exists, we recognize an impairment loss for the amount by which the carrying amount of the reporting unit or indefinite-lived intangible asset exceeds its estimated fair value. Fair value estimates are based on assumptions believed to be reasonable at the time, but such assumptions are subject to inherent uncertainty.
During the fiscal year ended September 30, 2024, the Company generated $380,042 of net cash from continuing operating activities and, as of September 30, 2024, the Company had $379,310 available, subject to certain loan covenants, for borrowing under the Revolver.
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.
Per share impact of using diluted shares represents the impact of converting from the basic shares used in calculating earnings per share from the loss from continuing operations to the diluted shares used in calculating earnings per share from the adjusted income from continuing operations. 34 REPORTABLE SEGMENTS Griffon evaluates performance and allocates resources based on each segment's adjusted EBITDA, a non-GAAP measure, defined as income (loss) before taxes from continuing operations, excluding interest income and expense, depreciation and amortization, unallocated amounts (mainly corporate overhead), strategic review charges, non-cash impairment charges, restructuring charges, and acquisition related expenses, as well as other items that may affect comparability, as applicable.
(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. 34 REPORTABLE SEGMENTS 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.
This is CPP's seventh acquisition in Australia since 2013, and further expands AMES's product portfolio in the Australian market. Pope is expected to contribute approximately $25,000 in revenue in the first twelve months after this acquisition.
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.
On August 1, 2023, Griffon amended and restated the Credit Agreement to increase the maximum borrowing availability under the Revolver from $400,000 to $500,000 and extend the maturity date of the Revolver from March 22, 2025 to August 1, 2028.
The fair value of the Term Loan B facility approximated $450,684 on September 30, 2025 based upon quoted market prices (Level 1 inputs). 39 On August 1, 2023, Griffon amended and restated the Credit Agreement to increase the maximum borrowing availability under the Revolver from $400,000 to $500,000 and extend the maturity date of the Revolver from March 22, 2025 to August 1, 2028.
Segment depreciation and amortization decreased $1,473 from the prior year period primarily due to fully depreciated assets. 35 Consumer and Professional Products For the Years Ended September 30, 2024 2023 2022 United States $ 638,782 $ 716,098 $ 858,956 Europe 52,933 51,041 106,471 Canada 67,375 75,477 92,930 Australia 251,778 231,764 258,945 All other countries 24,027 22,298 24,304 Total Revenue $ 1,034,895 $ 1,096,678 $ 1,341,606 Adjusted EBITDA $ 72,632 7.0 % $ 50,343 4.6 % $ 99,308 7.4 % Depreciation and amortization $ 44,797 $ 49,811 $ 47,562 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 the Pope acquisition (1%).
Segment depreciation and amortization increased $283 from the comparable prior year period primarily due to depreciation and amortization on new assets placed in service. 35 Consumer and Professional Products 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 2025 Compared to 2024 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.
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.
("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.
Cash Flows from Continuing Operations Years Ended September 30, (in thousands) 2024 2023 Net Cash Flows Provided By (Used In): Operating activities $ 380,042 $ 431,765 Investing activities (64,999) (45,211) Financing activities (298,748) (400,162) Cash provided by operating activities from continuing operations for 2024 was $380,042 compared to $431,765 in 2023, a decrease of $51,723.
Cash Flows Years Ended September 30, (in thousands) 2025 2024 Net Cash Flows Provided By (Used In): Operating activities $ 357,440 $ 380,042 Investing activities (34,429) (64,999) Financing activities (338,747) (298,748) Cash provided by operating activities for 2025 was $357,440 compared to $380,042 in 2024, a decrease of $22,602.
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.
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 receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level.
At September 30, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($19,707 as of September 30, 2025) available. The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level.
Excluding these items from both reporting periods, 2024 income from continuing operations would have been $254,247, or $5.12 per share compared to $247,721, or $4.54 per share, in 2023. 2023 Compared to 2022 Revenue for the year ended September 30, 2023 of $2,685,183 decreased 6% compared to $2,848,488 for the year ended September 30, 2022, resulting from decreased revenue of 18% at CPP, partially offset by increased revenue of 5% at HBP.
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. 2024 Compared to 2023 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.
Griffon performed qualitative assessments for the HBP indefinite-lived intangibles and determined that indicators that fair value was less than the carrying amount were not present in fiscal 2024, 2023 and 2022.
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.
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.
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.
The Company had cash and cash equivalents of $114,438 at September 30, 2024. 38 The table below provides a summary of the Consolidated Statements of Cash Flows for the periods indicated.
The table below provides a summary of the Consolidated Statements of Cash Flows for the periods indicated.
During 2022, Griffon purchased $25,225 of 2028 Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161.
During 2022, Griffon purchased $25,225 of Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161. As of September 30, 2025, outstanding Senior Notes due totaled $974,775; interest is payable semi-annually on March 1 and September 1.
At September 30, 2024, unamortized costs of $5,420 related to the existing and new Term Loan B facility lenders will continue to be amortized over the term of the loan. The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00% (6.85% as of September 30, 2024).
At September 30, 2025, $4,169 of costs incurred remained to be amortized over the term of the loan. The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00% (6.13% as of September 30, 2025).
The 2028 Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer. The fair value of the 2028 Senior Notes approximated $957,716 on September 30, 2024 based upon quoted market prices (level 1 inputs). At September 30, 2024, $6,900 of underwriting fees and other expenses incurred remained to be amortized.
The fair value of the Senior Notes approximated $972,338 on September 30, 2025 based upon quoted market prices (Level 1 inputs). At September 30, 2025, $4,880 of underwriting fees and other expenses incurred remained to be amortized.
Cash used in financing activities from continuing operations was $298,748 in 2024 compared to $400,162 in 2023.
Cash used in financing activities was $338,747 in 2025 compared to $298,748 in 2024.
Home and Building Products For the Years Ended September 30, 2024 2023 2022 Residential repair and remodel $ 769,691 $ 757,088 $ 736,525 Residential new construction 134,546 131,305 140,291 Residential 904,237 888,393 876,816 Commercial 684,388 700,112 630,066 Total Revenue $ 1,588,625 $ 1,588,505 $ 1,506,882 Adjusted EBITDA $ 501,001 31.5 % $ 510,876 32.2 % $ 412,738 27.4 % Depreciation and amortization $ 15,349 $ 15,066 $ 16,539 2024 Compared to 2023 HBP revenue in 2024 was consistent with the prior year reflecting increased residential volume offset by reduced commercial volume.
Home and Building Products For the Years Ended September 30, 2025 2024 2023 Residential $ 907,556 $ 904,237 $ 888,393 Commercial 676,626 684,388 700,112 Total Revenue $ 1,584,182 $ 1,588,625 $ 1,588,505 Adjusted EBITDA $ 494,576 31.2 % $ 501,001 31.5 % $ 510,876 32.2 % Depreciation and amortization $ 17,592 $ 15,349 $ 15,066 2025 Compared to 2024 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.
Segment depreciation and amortization increased $283 from the comparable prior year period primarily due to depreciation and amortization on assets placed in service. 2023 Compared to 2022 HBP revenue in 2023 increased $81,623, or 5%, compared to 2022, due to favorable commercial and residential pricing and mix of 8%, partially offset by a decline in volume of 3%.
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. 2024 Compared to 2023 HBP revenue in 2024 was consistent with the prior year reflecting increased residential volume offset by reduced commercial volume.
LIQUIDITY AND CAPITAL RESOURCES Liquidity Management assesses Griffon’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. Significant factors affecting liquidity include cash flows from operating activities, capital expenditures, acquisitions, dispositions, bank lines of credit and the ability to attract long-term capital under satisfactory terms.
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.
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.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed4 unchanged
Biggest changeGriffon may, from time to time, hedge its currency risk exposures. A change of 10% in the value of all applicable foreign currencies would not have a material effect on Griffon’s financial position and cash flows.
Biggest changeGriffon may, from time to time, hedge its currency risk exposures. A change of 10% in the value of all applicable foreign currencies would not have a material effect on Griffon’s financial position and cash flows. 44

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