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EMPLOYEE BENEFIT PLANS

12 Months Ended

Sep. 30, 2025

Griffon offers defined contribution plans to most of its U.S. employees. In addition to employee contributions to the plans, Griffon makes contributions based upon various percentages of compensation and/or employee contributions, which were $12,115 in 2025, $10,319 in 2024 and $10,857 in 2023. Fiscal year 2025 includes $1,525 of employer contributions to a qualified replacement plan that were funded by excess assets from the Hunter Pension Plan.

Effective August 5, 2025, the Company implemented a new retiree medical plan for certain eligible employees. Under the plan eligible retirees and their covered spouses are provided company-paid medical, prescription drug and dental coverage through the Company's group health plans(or if such coverage cannot be provided, an equivalent benefit), along with reimbursement for certain uncovered expenses. It is the Company's practice to fund these benefits as incurred.

The Company recognized a benefit obligation of $6,527 as of September 30, 2025, accumulated other comprehensive income, net of $4,063 and benefit expense of $1,071. The discount rate utilized in the determination of the projected benefit obligation and net periodic benefit cost was 5.60%. The annual increase in cost of benefits (health care cost trend rate) is assumed to be 7.50% and gradually decreases to a rate of 6.60% over three years. The Company recognized $1,016 and will recognize $5,362, of non-cash charges in fiscal 2025 and 2026, respectively, related to the implementation of this plan.

The Company also provides healthcare and life insurance benefits for certain groups of retirees through several plans. For certain employees, the benefits are at fixed amounts per retiree and are partially contributory by the retiree. The post-retirement benefit obligation was $1,545 and $1,670 as of September 30, 2025 and 2024. The weighted average discount rate utilized to determine the benefit obligation was 4.87% and 4.08% as of September 30, 2025 and 2024, respectively. The accumulated other comprehensive income for these plans was $311 and $306 as of September 30, 2025 and 2024, respectively, and the 2025, 2024 and 2023 expense was $19, $4 and $17, respectively. The weighted average discount rate utilized to determine the net periodic benefit expense was 4.69%, 5.61% and 5.52% in 2025, 2024 and 2023, respectively. It is the Company’s practice to fund these benefits as incurred.

Griffon also has qualified and non-qualified defined benefit plans covering certain employees which provide benefits based on years of service and employee compensation. Over time, these amounts will be recognized as part of net periodic pension costs in the Consolidated Statements of Operations and Comprehensive Income (Loss).

During fiscal year 2025 Griffon was responsible for overseeing the management of the investments of it's qualified defined benefit plans. The Company uses the services of an investment manager to manage the plans' assets based on agreed upon risk profiles. The primary objective of the qualified defined benefit plan is to secure participant retirement benefits. As such, the key objective in this plan’s financial management is to promote stability and, to the extent appropriate, growth in the funded status.

Financial objectives are established in conjunction with a review of current and projected plan financial requirements. The fair values of a majority of the plan assets were determined by the plans’ trustee using quoted market prices for identical instruments (Level 1 inputs) as of September 30, 2025 and 2024. The fair value of various other investments was determined by the plans' trustees using direct observable market corroborated inputs, including quoted market prices for similar assets (Level 2 inputs). A small amount of plan assets are invested in private equity which consist primarily of investments in private companies which are valued using the net asset values provided by the underlying private investment companies as a practical expedient (Level 3 inputs).

The Clopay AMES Pension Plan and the AMES supplemental executive retirement plan are frozen to new entrants and participants in the plans no longer accrue benefits.

The Hunter Fan Pension Plan (the "Plan") was terminated with an effective date of April 30, 2024. This was communicated to plan participants in February 2024. At the time of termination, the Plan was fully funded and the Company did not anticipate making additional funding contributions as of the benefit distribution dates. During the year ended September 30, 2025, the Plan made lump sum payments in the amount of $4,830 to those participants who elected a lump sum distribution. Additionally, the Company selected an insurance company to hold the annuity and provide pension benefits to the plan participants currently receiving benefit payments and those that elected to continue their future benefit with an annuity provider. This decision included a transfer of plan assets valued at $10,859. In July 2025, Griffon completed the termination of the Plan and $6,100 of excess cash was transferred to the Company, a portion of which was transferred directly to a qualified replacement plan. During the year ended September 30, 2025, the Company recognized a gain on the termination of the Plan of $2,181, net of excise taxes, in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company recognized non-service cost components of net periodic (benefit) cost of ($5,411), $137 and $866 during 2025, 2024, and 2023 respectively.

Griffon uses judgment to establish the assumptions used in determining the future liability of the plan, as well as the investment returns on the plan assets. The expected return on assets assumption used for pension expense was developed through analysis of historical market returns, current market conditions and past experience of plan investments. The long-term rate of return assumption represents the expected average rate of earnings on the funds invested, or to be invested, to provide for the benefits included in the benefit obligations. The assumption is based on several factors including historical market index returns, the anticipated long-term asset allocation of plan assets and the historical return. The discount rate assumption is determined by developing a yield curve based on high quality bonds with maturities matching the plans’ expected benefit payment stream. The plans’ expected cash flows are then discounted by the resulting year-by-year spot rates. A 10% change in the discount rate or return on assets would not have a material effect on the financial statements of Griffon.

Net periodic (benefits) costs were as follows:


	Defined Benefits for the Years Ended September 30,						Supplemental Benefits for the Years Ended September 30,
	2025		2024		2023		2025		2024		2023
Net periodic (benefits) costs:

Interest cost	$	5,506	$	7,050	$	6,814	$	387	$	504	$	488
Expected return on plan assets	(9,387)		(10,172)		(10,213)		—		—		—

Pension termination settlement	(4,621)		—		—		—		—		—
Amortization of:

Actuarial loss	2,087		2,250		3,314		617		505		463
Total net periodic (benefits) costs	$	(6,415)	$	(872)	$	(85)	$	1,004	$	1,009	$	951

The tax benefits in 2025, 2024 and 2023 for the amortization of pension costs in Other comprehensive income (gain) were $(402), $578 and $793, respectively.

The weighted-average assumptions used in determining the net periodic (benefits) costs were as follows:


	Defined Benefits for the Years Ended September 30,						Supplemental Benefits for the Years Ended September 30,
	2025		2024		2023		2025		2024		2023
Discount rate	4.76	%	5.63	%	5.17	%	4.46	%	5.53	%	5.02	%

Expected return on assets	6.75	%	6.75	%	6.72	%	—	%	—	%	—	%

Plan assets and benefit obligation of the defined and supplemental benefit plans were as follows:


	Defined Benefits at September 30,				Supplemental Benefits at September 30,
	2025		2024		2025		2024
Change in benefit obligation:
Benefit obligation at beginning of fiscal year	$	145,746	$	139,224	$	10,776	$	10,882


Interest cost	5,506		7,050		387		504

Benefits paid	(11,124)		(11,576)		(1,893)		(1,896)



Benefits paid related to pension termination	(15,784)		—		—		—
Actuarial (gain) loss	(2,823)		11,048		870		1,286

Benefit obligation at end of fiscal year	121,521		145,746		10,140		10,776
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	158,705		146,997		—		—

Actual return on plan assets	6,048		21,933		—		—

Company contributions	631		1,351		1,893		1,896

Benefits paid	(11,124)		(11,576)		(1,893)		(1,896)
Benefits paid related to pension termination	(15,784)		—		—		—
Return of excess plan assets	(6,100)		—		—
Fair value of plan assets at end of fiscal year	132,376		158,705		—		—
Projected benefit obligation in excess of plan assets	$	10,855	$	12,959	$	(10,140)	$	(10,776)
Amounts recognized in the statement of financial position consist of:
Non-Current Assets	$	10,855	$	12,959	$	—	$	—
Accrued liabilities	—		—		(1,813)		(1,823)
Other liabilities (long-term)	—		—		(8,327)		(8,953)
Total Liabilities	10,855		12,959		(10,140)		(10,776)
Net actuarial losses	28,367		25,314		6,953		6,700

Deferred taxes	(5,957)		(5,316)		(1,665)		(3,037)
Total accumulated other comprehensive loss, net of tax	22,410		19,998		5,288		3,663
Net amount recognized at September 30,	$	33,265	$	32,957	$	(4,852)	$	(7,113)
Accumulated benefit obligations	$	121,521	$	145,746	$	10,140	$	10,776
Information for plans with accumulated benefit obligations in excess of plan assets:
ABO	$	121,521	$	145,746	$	10,140	$	10,776
PBO	121,521		145,746		10,140		10,776
Fair value of plan assets	132,376		158,705		—		—

Actuarial gains as of September 30, 2025 were primarily due to the increase in the discount rate; conversely, actuarial losses as of September 30, 2024 were primarily due to the decrease in the discount rate.

The weighted-average assumptions used in determining the benefit obligations were as follows:


	Defined Benefits at September 30,				Supplemental Benefits at September 30,
	2025		2024		2025		2024
Weighted average discount rate	5.09	%	4.76	%	4.52	%	4.46	%

Estimated future benefit payments to retirees, which reflect expected future service, are as follows:


For the years ending September 30,	Defined Benefits		Supplemental Benefits
2026	$	10,929	$	1,813
2027	10,869		1,637
2028	10,772		1,461
2029	10,655		1,287
2030	10,470		1,118
2031-2035	48,453		3,453

During 2026, Griffon expects to contribute $1,567 to the Clopay Ames Pension Plan and expects to contribute $1,813 to Supplemental Benefits that will be funded from the general assets of Griffon.

The Clopay AMES Pension Plan is covered by the Pension Protection Act of 2006. The Adjusted Funding Target Attainment Percent for the Clopay AMES Pension Plan as of January 1, 2025 was 95.0%. Since the plan was in excess of the 80% funding threshold there were no plan restrictions. There are no catch up contributions for the plan expected in 2026.

The actual and weighted-average asset allocation for qualified benefit plans were as follows:


	At September 30,
	2025		2024		Target
Cash and equivalents	2.4	%	2.9	%	—	%
Equity securities	5.4	%	26.4	%	5.0	%
Fixed income	80.0	%	48.6	%	85.0	%
Other	12.2	%	22.1	%	10.0	%
Total	100.0	%	100.0	%	100.0	%

The following is a description of the valuation methodologies used for plan assets measured at fair value:

Government and agency securities – When quoted market prices are available in an active market, the investments are classified as Level 1. When quoted market prices are not available in an active market, the investments are classified as Level 2.

Equity securities – The fair values reflect the closing price reported on a major market where the individual mutual fund securities are traded in equity securities. These investments are classified within Level 1 of the valuation hierarchy.

Debt securities – The fair values are based on a compilation of primarily observable market information or a broker quote in a non-active market where the individual mutual fund securities are invested in debt securities. These investments are classified within Level 1 and Level 2 of the valuation hierarchy.

Commingled funds – The fair values are determined using NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the trust/entity, minus its liabilities, and then divided by the number of shares

outstanding. These investments are generally classified within Level 2 or 3, as appropriate, of the valuation hierarchy and can be liquidated on demand.

Interest in limited partnerships and hedge funds - One limited partnership investment is a private equity fund and the fair value is determined by the fund managers based on the net asset values provided by the underlying private investment companies as a practical expedient. These investments are classified within Level 2 of the valuation hierarchy.

Fully benefit-responsive investment contracts - The Plan holds fully benefit-responsive investment contracts that are reported at contract value, which is the value of principal and interest under the terms of the annuity contract.

The following table presents the fair values of Griffon’s pension and post-retirement plan assets by asset category:


At September 30, 2025	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Cash and equivalents	$	3,167	$	—	$	—	$	3,167

Government agency securities	10,091		8,154		—		18,245
Debt instruments	75,344		9,284		—		84,628
Equity securities	7,134		—		—		7,134
Commingled funds	—		—		6,585		6,585
Limited partnerships and hedge fund investments	—		9,404		—		9,404
Other securities	2,205		—		—		2,205
Subtotal	$	97,941	$	26,842	$	6,585	$	131,368
Accrued income and plan receivables							1,008

Total							$	132,376


At September 30, 2024	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Cash and equivalents	$	4,522	$	—	$	—	$	4,522
Government and agency securities	5,890		5,116		—		11,006

Debt instruments	42,705		6,144		—		48,849
Equity securities	41,786		—		—		41,786
Commingled funds	—		4,859		9,979		14,838

Limited partnerships and hedge fund investments	—		20,177		—		20,177
Other securities	17,004		—		—		17,004
Subtotal	$	111,907	$	36,296	$	9,979	$	158,182
Accrued income and plan receivables							523

Total							$	158,705

The following table represents Level 3 significant unobservable inputs for the years ended September 30, 2025 and 2024:


	Significant Unobservable Inputs (Level 3)





As of October 1, 2023	10,459
Purchases, issuances and settlements	(1,591)
Gains and losses	1,111
As of September 30, 2024	$	9,979
Purchases, issuances and settlements	(5,448)
Gains and losses	2,054
As of September 30, 2025	$	6,585

Griffon has an Employee Stock Ownership Plan ("ESOP") that covered substantially all domestic employees. The ESOP was frozen as of September 30, 2024; this means that, for the plan years after this date, no additional employees will become participants under the ESOP and no new voluntary contributions will be made to the ESOP. Prior to this date, all U.S. employees of Griffon, who are not members of a collective bargaining unit, were automatically eligible to participate in the plan on the October 1st following completion of one qualifying year of service (as defined in the plan). Securities were allocated to participants’ individual accounts based on the proportion of each participant’s aggregate compensation (not to exceed $330 for the plan year ended September 30, 2024), to the total of all participants’ compensation. Shares of the ESOP that had been allocated to employee accounts were charged to expense based on the fair value of the shares transferred and were treated as outstanding in determining earnings per share. Through December 31, 2024, dividends paid on shares held by the ESOP were used to offset debt service on the ESOP Loans; since such date, dividends have been, and will be, deposited directly into the ESOP participants' accounts. Dividends paid on shares held in participant accounts are utilized to allocate shares from the aggregate number of shares to be released, equal in value to those dividends, based on the closing price of Griffon common stock on the dividend payment date.

During 2025 the final loan payment was made by the ESOP to the Company and compensation expense for the period was fully offset by dividends paid. Compensation expense under the ESOP was $8,533 in 2024 and $20,583 in 2023. The cost of the shares held by the ESOP and not yet allocated to employees is reported as a reduction of Shareholders’ Equity. The fair value of the unallocated ESOP shares as of September 30, 2024 based on the closing price of Griffon’s stock was $1,250. The ESOP shares were as follows:


	At September 30,
	2025	2024
Allocated shares	3,977,753	4,234,713
Unallocated shares	—	17,852
Total	3,977,753	4,252,565