On February 5, 2026, Griffon announced it entered into a definitive agreement to form a joint venture with ONCAP, the mid-market private equity platform of Onex Corporation (TSX:ONEX), to create a leading global provider of hand tools, home organization solutions, and lawn and garden products for professionals and consumers. The joint venture will combine the United States and Canada businesses of Griffon’s AMES Companies (“AMES”) with the Bellota Tools, Corona, and Burgon & Ball businesses of Venanpri, an ONCAP majority-owned portfolio company. The joint venture will be managed as a subsidiary of Venanpri which, together with other affiliates of ONCAP, will hold a 57% equity interest. Upon closing of the transaction, Griffon will receive consideration of $100,000 in cash, subject to working capital adjustments, will enter into a credit agreement with the joint venture to evidence a $161,100 second-lien loan provided to the joint venture, and will participate in the governance and oversight of the joint venture as a 43% equity holder. Griffon will accrue interest receivable on the second-lien loan through the date of maturity. The joint venture will be financed through committed debt financing, in addition to the second-lien loan provided by Griffon. This transaction is subject to customary closing conditions and, after closing, which is expected to occur by the end of June 2026, Griffon’s interest in the joint venture will be accounted for as an equity method investment. As of March 31, 2026, the Company recorded a loss of $22,648 on assets held for sale because the carrying value of the U.S. and Canada businesses of the AMES Companies is greater than its estimated fair value less its cost to sell.

Griffon also announced on February 5, 2026 the initiation of a comprehensive review of strategic alternatives for its AMES Australia and United Kingdom ("U.K.") operations. The strategic process for AMES Australia is active and ongoing and we expect to complete the process by the end of the calendar year. As of March 31, 2026, the Company ceased its AMES U.K. operations and will liquidate its assets and settle its liabilities. As a result of these actions, AMES’ U.S., Canada, Australia, and U.K. operations have been reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. Except for certain U.K. assets and liabilities not held for sale, we classified the assets and liabilities associated with the AMES' U.S., Canada, Australia and U.K. discontinued operations as held for sale in the Condensed Consolidated Balance Sheets. The U.K. assets classified as held for sale relate to inventory and property, plant and equipment that will be sold in liquidation. Accordingly, all references made to results and information in this Quarterly Report on Form 10-Q are to Griffon's continuing operations, unless specifically noted otherwise. In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component of an entity meets the held for sale criteria or is disposed of other than by sale. In the period in which the component meets the discontinued operations criteria, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations except as noted above for certain U.K. assets and liabilities not held for sale. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations.


	For the Three Months Ended March 31,					For the Six Months Ended March 31,
	2026		2025			2026		2025
Revenue	$	206,349		$	185,062	$	401,177	$	373,979
Cost of goods and services	159,777			131,197		296,573		267,226
Gross profit	46,572			53,865		104,604		106,753
Selling, general and administrative expenses	62,178			43,587		106,264		88,721


Income (loss) from discontinued operations	(15,606)			10,278		(1,660)		18,032
Other income (expense):
Gain on sale of real estate	—			183		—		8,157
Interest income, net	141			394		150		653
Loss on expected sale of U.S. and Canada businesses	(22,648)			—		(22,648)		—
Other, net	343			195		631		1,758
Total other income (expense)	(22,164)			772		(21,867)		10,568
Income (loss) from discontinued operations before taxes	$	(37,770)		$	11,050	$	(23,527)	$	28,600
Provision (benefit) for income taxes	(10,151)			4,093		(4,723)		9,928
Income (loss) from discontinued operations	$	(27,619)		$	6,957	$	(18,804)	$	18,672

As of March 31, 2026, the Company has ceased business operations of the AMES Companies in the U.K. and recorded charges totaling $27,328 consisting of non-cash asset impairment charges of $21,282 and cash charges related to personnel-related costs and vendor agreement terminations of $6,046. Non-cash asset impairment charges of $21,282 related to intangible asset impairments of $6,609, and inventory and fixed asset write-down charges of $7,340 and $7,333, respectively, that have no recoverable value. In total, $15,751 was recorded within selling, general and administrative expenses in discontinued operations and $11,577 was recorded within cost of goods and services in discontinued operations.

As of March 31, 2026, the Company recorded an expected loss of $22,648 ($31,099, including tax provision) on assets held for sale because the carrying value of the U.S. and Canada businesses of the AMES Companies is greater than its estimated fair value less its cost to sell. The tax carrying value of these businesses is less than its estimated fair value less costs to sell, resulting in a tax provision of $8,451. The loss consists of a write-down of $14,332 to the carrying value of the U.S. and Canada businesses to their fair value and $8,316 associated with the estimated costs to sell AMES' U.S. and Canada in connection with the anticipated joint venture transaction. Griffon recorded an additional $5,287 of legal and consulting costs related to the sale of the joint venture, which is included in selling, general and administrative expenses in discontinued operations.

For the three and six months ended March 31, 2026, depreciation and amortization for property, plant and equipment was $2,389 and $8,574, respectively. Depreciation and amortization ceased for AMES' U.S., Canada and Australia operations from the time they were classified as a discontinued operation, in accordance with accounting guidelines. Depreciation and amortization excluded in both the three and six months ended March 31, 2026 was $3,576. Depreciation and amortization would have been $5,965 and $12,150 for the three and six months ended March 31, 2026, respectively. For the three and six months ended March 31, 2025, depreciation and amortization was $6,058 and $12,173, respectively.

For the three and six months ended March 31, 2026, ROU asset amortization was $1,451 and $5,762, respectively. ROU asset amortization ceased for the AMES' U.S., Canada and Australia operations from the time they were classified as a discontinued operation, in accordance with accounting guidelines. ROU asset amortization excluded in both the three and six months ended March 31, 2026 was $2,931. ROU asset amortization would have been $4,382 and $8,693 for the three and six months ended March 31, 2026, respectively. For the three and six months ended March 31, 2025, amortization on operating leases was $4,180 and $8,512, respectively.


	At March 31, 2026		At September 30,
	2026		2025
CURRENT ASSETS
Cash and equivalents	$	—	$	—
Accounts receivable, net	102,956		93,850

Inventories	247,588		269,025
Prepaid and other current assets	13,918		12,282
PROPERTY, PLANT AND EQUIPMENT, net	94,710		103,187
OPERATING LEASE RIGHT-OF-USE ASSETS	112,903		114,788
GOODWILL	1,664		1,664
INTANGIBLE ASSETS, net	122,758		124,159
OTHER ASSETS	21,906		16,861

VALUATION ALLOWANCE(1)	(22,648)		—
Total Assets Held for Sale	$	695,755	$	735,816
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	84	$	70
Accounts payable	65,267		79,822
Accrued liabilities	37,702		42,034
Current portion of operating lease liabilities	17,575		16,834
LONG-TERM DEBT, net	236		110
LONG-TERM OPERATING LEASE LIABILITIES	101,303		106,750
OTHER LIABILITIES	4,756		4,770
Total Liabilities Held for Sale	$	226,923	$	250,390