GFF

• The notes are senior unsecured obligations, guaranteed by certain subsidiaries, and mature on October 1, 2034, with interest paid semi-annually.
• The company entered into a Third Amendment to its Fifth Amended and Restated Credit Agreement, establishing a new $500 million revolving credit facility maturing August 18, 2031.
• The amended credit facility includes a $125 million letter of credit sub-facility and a $200 million multicurrency sub-facility, with interest rates based on Term SOFR or Alternate Base Rate plus applicable margins.
• The notes offering and credit agreement amendment were announced via a press release on August 18, 2026.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The notes are being sold to initial purchasers led by BofA Securities, Inc. as representative, without registration under the Securities Act.
• Net proceeds will be used to redeem all outstanding 5.750% senior notes due 2028 and pay related fees, expenses, premiums, and accrued interest.
• The notes will be guaranteed by the Guarantors named in the agreement and issued under an indenture with Computershare Trust Company, N.A. as trustee.
• The offering was priced on August 10, 2026, and the company issued a press release announcing the pricing.

1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• On August 10, 2026, Griffon Corporation announced a private placement offering of $800 million aggregate principal amount of senior notes due 2034.
• Proceeds, along with cash on hand and revolver borrowings, will be used to redeem all outstanding 5.75% Senior Notes due 2028 and pay related fees and expenses.
• The offering is subject to market and other conditions and is being made to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
• The notes and related guarantees will not be registered under the Securities Act and are being offered via a private offering memorandum.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The filing includes financial statements and exhibits, referencing prior divestitures of AMES North America and AMES Australasia business.
• The AMES North America sale to ONCAP Management Partners L.P. closed on June 9, 2026, and is reported as discontinued operations.
• The AMES Australasia business was classified as held for sale as of July 31, 2026, with a joint venture with an investment group including management.
• The filing also references the company's insider trading policy (Exhibit 19.1) from its 2024 Form 10-K.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Income from continuing operations was $66.3 million, or $1.47 per diluted share, compared to a loss of $108.7 million, or $2.40 per share, in the prior year quarter.
• Adjusted income from continuing operations was $68.0 million, or $1.51 per share, versus $64.5 million, or $1.39 per share, in the prior year quarter.
• Adjusted EBITDA from continuing operations was $124.8 million, a 2% increase from $122.3 million in the prior year quarter.
• The company expects fiscal 2026 revenue of $1.8 billion and adjusted EBITDA of $458 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Griffon received AUD $258 million (USD $181 million) in cash, an AUD 69.3 million (USD $48.6 million) PIK note, and a 49% indirect equity interest in the joint venture.
• The PIK note accrues interest at 10% per annum, matures no later than 10 years from issuance, and is subordinated to the joint venture's senior debt.
• Griffon used proceeds and revolver borrowings to repay the remaining $285 million of Term Loan B outstanding under its credit agreement.
• The transaction is part of Griffon's broader divestiture of its AMES businesses, including the earlier sale of AMES North America to Veritage Brands.

1.01 Entry into a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Griffon received $100 million cash, $90.0 million Tranche A second lien loans, $71.1 million Tranche B second lien loans, and a 42.78% equity interest in the buyer for the AMES equity interests.
• The second lien loans bear 10.0% payment-in-kind interest, mature December 9, 2029, and are secured by second-priority liens on the borrower's assets.
• On June 8, 2026, Griffon agreed to sell its AMES Australasia business to a new joint venture for $185 million cash and a $50 million subordinated note, retaining a 49% indirect equity interest.
• The transactions were announced via press releases on June 8 and June 10, 2026, and the related agreements were filed as exhibits to the 8-K.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Income from continuing operations was $46.9 million, or $1.03 per diluted share, compared to $49.8 million, or $1.06 per diluted share, in the prior year quarter.
• Adjusted EBITDA from continuing operations was $97.8 million, a 4% decrease from $101.7 million in the prior year quarter.
• The company maintains its fiscal 2026 outlook: revenue from continuing operations of $1.8 billion, adjusted EBITDA of $458 million, and free cash flow exceeding net income.
• During the first half, Griffon returned $72 million to shareholders through dividends and share repurchases.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits