On February 5, 2026, Griffon announced that it entered into a definitive agreement to form a joint venture with ONCAP Management Partners, L.P. (“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 combines the United States and Canada businesses of Griffon's AMES Companies (“AMES North America”) with the Bellota Tools, Corona, and Burgon & Ball businesses of VNPI Global Investments and Services, S.L. and Bellota Holding AG (“Venanpri”), an ONCAP majority-owned portfolio company.

On June 9, 2026, Griffon completed the previously announced formation of the joint venture between its AMES North America businesses and Venanpri. The joint venture, named Veritage Brands (“Veritage”), is managed as a subsidiary of Venanpri, which, together with other affiliates of ONCAP, holds a 57% equity interest. Griffon holds the remaining 43% equity interest and participates in the governance and oversight of Veritage. Upon closing, Griffon received $100,000 in cash, a $161,100 second-lien PIK debt receivable, and a 43% equity interest with an initial carrying value of $118,600. Griffon will accrue interest receivable on the second-lien PIK debt receivable through the date of maturity. Griffon’s investment in Veritage is accounted for under the equity method. Refer to Note 7, Equity Method Investment for further details.

Griffon also announced on February 5, 2026 the initiation of a comprehensive review of strategic alternatives for its AMES Australasia and United Kingdom (“U.K.”) operations. On June 8, 2026, Griffon announced that it had entered into a definitive agreement to sell its AMES Australasia business to a joint venture it is forming with an investment group led by the management of AMES Australasia with support from Australian financial investors. On July 31, 2026, Griffon completed the previously announced formation of the joint venture. Under the terms of the agreement, at closing, Griffon received AUD $258,000 (USD $180,910) in cash, a AUD $69,300 (approximately USD $48,593) PIK note receivable, and a 49% equity interest that has an initial carrying value of AUD $29,800 (USD $20,896). Griffon will participate in the governance and oversight of the joint venture as a 49% equity holder, while the remaining 51% ownership interest will be held by the investment group that includes certain members of the current AMES Australasia management team. Griffon's investment in the joint venture will be accounted for under the equity method. Based on the carrying value of AMES Australasia as of June 30, 2026, the estimated gain is approximately $123,000 ($112,000, net of tax). The Company will finalize and record the gain in its fourth quarter of 2026. As of March 31, 2026, the Company ceased its AMES U.K. operations and is currently in the process of liquidating its remaining assets and settling its remaining liabilities.

As a result of these actions, AMES North America, Australia, and U.K. operations are 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 AMES North America, Australia and U.K. operations as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2025, and we classified the assets and liabilities associated with AMES' Australia and U.K. discontinued operations as held for sale in the Condensed Consolidated Balance Sheet as of June 30, 2026. 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 June 30,					For the Nine Months Ended June 30,
	2026		2025			2026		2025
Revenue	$	145,956		$	163,936	$	547,133	$	537,915
Cost of goods and services	102,047			117,530		398,620		384,756
Gross profit	43,909			46,406		148,513		153,159
Selling, general and administrative expenses	47,396			40,354		153,660		129,075


Income (loss) from discontinued operations	(3,487)			6,052		(5,147)		24,084
Other income (expense):
Gain on sale of real estate	—			122		—		8,279
Interest income, net	357			410		507		1,063

Other, net	148			(25)		779		1,733
Total other income (expense)	505			507		1,286		11,075
Income (loss) from discontinued operations before loss on sale of business	$	(2,982)		$	6,559	$	(3,861)	$	35,159
Loss on sale of business	(3,955)			—		(26,603)		—
Income (loss) from discontinued operations before taxes	(6,937)			6,559		(30,464)		35,159
Provision for income taxes	7,742			18,043		3,019		27,971
Income (loss) from discontinued operations	$	(14,679)		$	(11,484)	$	(33,483)	$	7,188

As of March 31, 2026, the Company ceased business operations of the AMES Companies in the U.K. and recorded charges totaling $25,913 consisting of non-cash asset impairment charges of $19,867 and cash charges related to personnel-related costs and vendor agreement terminations of $6,046. Non-cash asset impairment charges of $19,867 related to intangible asset impairments of $6,609, and inventory and fixed asset write-down charges of $5,925 and $7,333, respectively, that have no recoverable value. In total, $14,320 was recorded within selling, general and administrative expenses in discontinued operations and $11,593 was recorded within cost of goods and services in discontinued operations.

In the second quarter ended March 31, 2026, the Company recorded a loss of $22,648 on assets held for sale because the carrying value of the AMES North America business was greater than its estimated fair value less its cost to sell. In the third quarter ended June 30, 2026, the Company recorded an incremental loss of $3,955 in connection with the completion of the formation of the joint venture of Griffon's AMES North America businesses with Venanpri, aggregating to a total loss of $26,603 for the nine months ended June 30, 2026. For the three and nine month period ended June 30, 2026, Griffon recorded $3,658 and $8,945 of legal, consulting and retention costs related to the sale of the AMES North America businesses to the joint venture, which is included in selling, general and administrative expenses in discontinued operations.

In the second quarter ended March 31, 2026, the Company recorded a net tax benefit of $13,625 relating to the outside book to tax basis difference in AMES' North America, Australia, and U.K. operations reported as discontinued operations. In the third quarter ended June 30, 2026, the Company recorded an incremental net tax provision of $9,533 in connection with the completion of the formation of the Veritage joint venture and termination of AMES U.K. operations, aggregating to a total benefit of $4,092 for the nine months ended June 30, 2026.

For the nine months ended June 30, 2026, depreciation and amortization for property, plant and equipment was $8,574. In accordance with accounting guidelines, depreciation and amortization for AMES' North America and Australia operations ceased from the time they were classified as a discontinued operation in the second fiscal quarter of 2026 and depreciation and amortization for AMES UK ceased as of March 31, 2026 the date operations ended. As such, there was no depreciation and amortization recorded in the three months ended June 30, 2026. Depreciation and amortization excluded in the three and nine months ended June 30, 2026 was $6,246 and $9,822, respectively. Depreciation and amortization would have been $6,246 and $18,396 for the three and nine months ended June 30, 2026, respectively. For the three and nine months ended June 30, 2025 depreciation and amortization was $6,159 and $18,332, respectively.

For the nine months ended June 30, 2026, ROU asset amortization was $5,762. In accordance with accounting guidelines, ROU asset amortization for the AMES' U.S., Canada and Australia operations ceased from the time they were classified as a discontinued operation in the second fiscal quarter of 2026. The AMES U.K. ROU assets were impaired as of March 31, 2026, the date AMES U.K. operations ended. As such, there was no ROU asset amortization recorded during the three months ended June 30, 2026. ROU asset amortization excluded in the three and nine months ended June 30, 2026 was $4,444 and $7,375, respectively. ROU asset amortization would have been $4,444 and $13,137 for the three and nine months ended June 30, 2026, respectively. For the three and nine months ended June 30, 2025, amortization on operating leases was $4,049 and $12,561, respectively.


	At June 30,		At September 30,
	2026		2025
CURRENT ASSETS
Cash and equivalents	$	—	$	—
Accounts receivable, net	44,454		93,850

Inventories	56,317		269,025
Prepaid and other current assets	1,804		12,282
PROPERTY, PLANT AND EQUIPMENT, net	29,981		103,187
OPERATING LEASE RIGHT-OF-USE ASSETS	12,930		114,788
GOODWILL	1,664		1,664
INTANGIBLE ASSETS, net	24,316		124,159
OTHER ASSETS	—		16,861


Total Assets of discontinued operations held for sale	$	171,466	$	735,816
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	—	$	70
Accounts payable	20,015		79,822
Accrued liabilities	20,663		42,034
Current portion of operating lease liabilities	4,735		16,834
LONG-TERM DEBT, net	—		110
LONG-TERM OPERATING LEASE LIABILITIES	6,801		106,750
OTHER LIABILITIES	1,600		4,770
Total Liabilities of discontinued operations held for sale	$	53,814	$	250,390