Griffon Corporation (NYSE: GFF) closes AMES Australasia JV, repays $285M loan
Rhea-AI Filing Summary
Griffon Corporation completed the sale of its AMES Australasia business on July 31, 2026, forming a joint venture with an investment group led by AMES Australasia management and supported by Australian financial investors. Griffon received AUD $258 million (USD $181 million) in cash and an AUD 69.3 million (USD $48.6 million) paid-in-kind note from the joint venture’s ultimate parent, and retains a 49% indirect equity interest, while the investor group holds 51%.
The paid-in-kind note carries 10% annual interest, which is capitalized each year, is subordinated to the joint venture’s senior debt and matures on the later of six years from issuance or 12 months after any extension of the senior facility, but not later than 10 years. Griffon used proceeds from the transaction together with revolver borrowings to repay the remaining $285 million Term Loan B under its credit agreement. Unaudited pro forma financial statements reclassify AMES North America, Australasia and U.K. operations as discontinued operations and reflect Griffon’s ongoing equity‑method stakes in the Veritage and Australasia joint ventures.
Positive
- Griffon repaid the remaining $285 million Term Loan B using joint venture proceeds and revolver borrowings, significantly reducing this term debt obligation.
Negative
- None.
Filing Explained
The completed transaction issued no equity instruments, leaving Griffon’s ownership effect contractual rather than a new common-share issuance.
The
Griffon must advance certain third-party debt-financing fees and expenses that are obligations of the joint venture; the joint venture is to reimburse Griffon after closing under an agreed repayment schedule.
The unaudited pro forma balance sheet as of
The filing states that no equity instruments were issued, so the transactions did not change basic or diluted weighted-average common shares.
The named follow-up is the nomination of an independent TopCo director within 30 business days after closing; TopCo has four directors in the interim rather than five.
8-K Event Classification
5 items: 1.01, 2.01, 7.01, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash received at AMES Australasia closing: AUD $258 million (USD $181 million)
Australasia PIK note principal: AUD 69.3 million (USD $48.6 million)
Australasia PIK note interest rate: 10% per annum
+5 more
8 metrics
Cash received at AMES Australasia closing
AUD $258 million (USD $181 million)
Cash consideration Griffon received at July 31, 2026 joint venture closing
Australasia PIK note principal
AUD 69.3 million (USD $48.6 million)
Paid-in-kind note issued by TopCo to a Griffon subsidiary at closing
Australasia PIK note interest rate
10% per annum
Interest on outstanding principal, capitalized annually on the PIK note
Griffon equity interest in Australasia JV
49%
Indirect equity stake Griffon holds in the AMES Australasia joint venture
Investor group equity interest in Australasia JV
51%
Ownership held by the management-led investment group in the joint venture
Equity interest in Veritage Brands JV
43%
Griffon’s equity stake in the AMES North America joint venture with Venanpri
Equity interest held by Venanpri and affiliates
57%
Ownership in Veritage Brands held by Venanpri and ONCAP affiliates
Term Loan B repaid
$285 million
Remaining balance of Term Loan B repaid on July 31, 2026
Key Terms
paid-in-kind note, equity method investments, discontinued operations, unaudited pro forma consolidated financial statements, +2 more
6 terms
paid-in-kind note financial
"an AUD 69.3 million (approximately USD $48.593) paid-in-kind (“PIK”) note receivable"
equity method investments financial
"Griffon's investment in the Australasia joint venture will be accounted for under the equity method"
An equity method investment is an accounting approach used when a company owns a significant share of another company and can influence its decisions but does not fully control it; instead of listing the investment at cost, the investor records its share of the other company's profits or losses on its own income statement and adjusts the investment value on the balance sheet. For investors, this matters because it links the investor’s reported earnings and asset values directly to the financial performance of that partly-owned business, similar to how a partner’s gains affect a small business owner’s books.
discontinued operations financial
"have been reported as discontinued operations in Griffon’s unaudited consolidated financial statements"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
unaudited pro forma consolidated financial statements financial
"The following unaudited pro forma consolidated financial statements of Griffon"
second-lien PIK debt receivable financial
"a $161,100 second-lien PIK debt receivable from the joint venture"
global intangible low-taxed income (GILTI) financial
"including the impact of global intangible low-taxed income (GILTI) rates"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction involving AMES Australasia did Griffon (GFF) complete?
Griffon completed the sale of its AMES Australasia business on July 31, 2026, forming a joint venture with a management‑led investor group and retaining a 49% indirect equity interest while the investor group holds 51%.
How much consideration did Griffon (GFF) receive for AMES Australasia?
At closing Griffon received AUD $258 million (USD $181 million) in cash and an AUD 69.3 million (USD $48.6 million) paid‑in‑kind note from the joint venture’s parent, plus a 49% equity stake in the new Australasia joint venture.
What are the key terms of the AMES Australasia PIK note held by Griffon (GFF)?
The Australasia PIK note has 10% per annum interest, calculated daily and capitalized annually. It matures no later than 10 years after issuance, is subordinated to the joint venture’s senior debt, and cannot be enforced while that senior facility remains outstanding.
How did the AMES Australasia joint venture affect Griffon’s (GFF) debt?
On July 31, 2026, Griffon used proceeds from the joint venture and revolver borrowings to repay the remaining $285 million balance of its Term Loan B under the credit agreement, eliminating that specific term loan liability.
What do the unaudited pro forma financials show for Griffon (GFF)?
The unaudited pro forma financials reclassify AMES North America, Australasia and U.K. as discontinued operations, remove their assets and liabilities from consolidation, and add equity‑method investments and related income from the Veritage and Australasia joint ventures to Griffon’s ongoing results.
Did Griffon (GFF) recognize gains or losses on the AMES business sales?
Griffon reports a gross loss on the AMES North America sale and a larger gross gain on the AMES Australasia sale. Together, these produce an overall net gain after taxes on the two AMES transactions, as detailed in the pro forma notes.
| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, D.C. 20549 | ||||||||
FORM | ||||||||
| CURRENT REPORT | ||||||||
| Pursuant to Section 13 or 15(d) of the | ||||||||
| Securities Exchange Act of 1934 | ||||||||
Date of Report (Date of earliest event reported): July 31, 2026
(Exact name of registrant as specified in its charter) | ||||||||
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| (Registrant’s telephone number, including area code) | ||||||||
| Not Applicable | ||||||||
| (Former name or former address, if changed since last report.) | ||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
1
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
2
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in our Current Report on Form 8-K filed on June 11, 2026, on June 8, 2026, Griffon AMES HoldCo LLC (“Griffon HoldCo”), a Delaware limited liability company and indirect wholly owned subsidiary of Griffon Corporation (“Griffon”), entered into the Share Sale Agreement (“SSA”) with HupCo ParentCo Pty Ltd, an Australian proprietary limited company (“Buyer”), to sell Griffon’s 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 (the “Joint Venture”).
In connection with the closing of the transactions contemplated by the SSA and the formation of the Joint Venture, each on July 31, 2026, on such date HupCo TopCo Pty Ltd, an Australian proprietary limited company and the ultimate parent holding company of the Joint Venture (“TopCo”), issued the PIK Note (as defined below) to a subsidiary of Griffon. The information set forth in Item 2.01 of this Current Report on Form 8-K regarding the PIK Note is incorporated by reference into this Item 1.01.
In connection with the closing of the transactions contemplated by the SSA, on July 31, 2026, Griffon HoldCo, Buyer, and HupCo Holdings Pty Ltd entered into a side letter to the SSA (the “Side Letter”), pursuant to which, among other things, the parties agreed: (i) to novate (a) Griffon HoldCo’s equity interest in TopCo, (b) its rights and obligations under the shareholders’ agreement relating to the Joint Venture, and (c) its rights and obligations under the PIK Note, in each case to other subsidiaries of Griffon; (ii) that Griffon will advance certain fees and expenses relating to the third-party debt financing arranged in connection with the transactions contemplated by the SSA, which amounts are the obligation of the Joint Venture and will be reimbursed by the Joint Venture to Griffon following the closing in accordance with an agreed repayment schedule; and (iii) that the nomination of an independent director to the board of TopCo by HupCo Holdings, originally contemplated to occur prior to closing, will occur within 30 business days following the closing, with the board of TopCo comprising four directors (instead of five) in the interim. The description of certain terms of the Side Letter set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Side Letter, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 31, 2026, Griffon closed the sale of its AMES Australasia business to form the Joint Venture. Griffon HoldCo holds a 49% indirect equity interest in the Joint Venture following the consummation of the transactions contemplated by the SSA. The remaining 51% ownership of the Joint Venture is held by an investment group led and controlled by Simon Hupfeld, the Executive Chairman of the business.
Under the terms of the SSA, Griffon HoldCo received AUD $258 million (USD $181 million) in cash at closing and an AUD 69.3 million (USD $48.6 million) PIK note issued by TopCo (the “PIK Note”), which PIK note was then novated to a different subsidiary of Griffon. Interest accrues on the outstanding principal amount of the PIK Note at a rate of 10% per annum, calculated daily on a 365-day year basis, and is automatically capitalized and added to the outstanding amount at the end of each financial year (and on the maturity date or any earlier repayment date). The PIK Note matures on the later of six years from the date of issuance or, if the term of the senior debt facility entered into by Buyer is extended, 12 months after expiry of the extended term, but in no event later than 10 years from the date of issuance. The PIK Note is subordinated in right of payment to all obligations of the Joint Venture and its subsidiaries, and Griffon has agreed not to demand or receive payment, or take enforcement action, while any amount remains outstanding under the senior debt facility.
The description of certain terms of the PIK Note set forth herein does not purport to be complete and is qualified in its entirety by the full text of the PIK Note, which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 3, 2026, Griffon issued a press release announcing the closing of the Joint Venture. A copy of Griffon’s press release is attached hereto as Exhibit 99.1.
Item 8.01. Other Events
On July 31, 2026, we repaid the remaining balance of $285 million of Term Loan B outstanding under our credit agreement with proceeds received in connection with the Joint Venture and revolver borrowings under the credit agreement.
3
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial information of Griffon, which gives effect to (i) the disposition of the AMES North America business to Veritage Brands, a joint venture formed between Griffon and Venanpri Tools (a global professional and consumer tool provider majority owned by ONCAP Management Partners, L.P.), (ii) the wind-down of the AMES U.K. business, and (iii) the disposition of the AMES Australasia business to the Joint Venture, is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference:
•Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2026;
•Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Income for the six months ended March 31, 2026 and for the fiscal years ended September 30, 2025, September 30, 2024 and September 30, 2023; and
•Notes to the Unaudited Pro Forma Consolidated Financial Statements.
(d) Exhibits
2.1 Side Letter Share Sale Agreement, dated July 31, 2026, by and among Griffon AMES HoldCo LLC, HupCo ParentCo Pty Ltd, and HupCo Holdings Pty Ltd
4.1 PIK Note, dated July 31, 2026
99.1 Griffon Press Release Announcing the Joint Venture for AMES Australasia, dated August 3, 2026
99.2 Griffon Corporation Unaudited Pro Forma Consolidated Financial Statements
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRIFFON CORPORATION | ||
By: /s/ Seth L. Kaplan | ||
| Seth L. Kaplan | ||
| Executive Vice President | ||
Dated: August 4, 2026
5
Exhibit Index
2.1 Side Letter Share Sale Agreement, dated July 31, 2026, by and among Griffon AMES HoldCo LLC, HupCo ParentCo Pty Ltd, and HupCo Holdings Pty Ltd
4.1 PIK Note, dated July 31, 2026
99.1 Griffon Press Release Announcing the Joint Venture for AMES Australasia, dated August 3, 2026
99.2 Griffon Corporation Unaudited Pro Forma Consolidated Financial Statements
6
Exhibit 99.1
Griffon Corporation Announces Closing of
AMES Australasia Transaction
AMES Australasia Transaction
NEW YORK, NEW YORK, August 3, 2026 – Griffon Corporation (NYSE: GFF) (the “Company” or “Griffon”) today announced the closing of the joint venture between Griffon’s AMES Australasia business and an investment group led by the management of AMES Australasia with support from Australian financial investors.
Griffon received $181 million in cash, a $49 million paid-in-kind (PIK) note receivable from the joint venture, and a 49% equity interest.
Goldman Sachs & Co. LLC acted as financial advisor to Griffon and provided committed debt financing for the joint venture. Houlihan Lokey Capital, Inc. acted as financial advisor to Griffon’s Board. Clayton Utz acted as legal counsel to Griffon. Ashurst Australia acted as legal counsel to the investment group led by the management of AMES Australasia.
Forward-looking Statements
“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, the industries in which Griffon Corporation (the “Company” or “Griffon”) operates and the United States and global economies that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” "achieves,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks and uncertainties include, among others: current economic conditions and uncertainties in the housing, credit and capital markets; Griffon’s ability to achieve expected savings and improved operational results from cost control, restructuring, integration and disposal initiatives; the ability to identify and successfully consummate, and integrate, value-adding acquisition opportunities; increasing competition and pricing pressures in the markets served by Griffon’s operating companies; the ability of Griffon’s operating companies to expand into new geographic and product markets, and to anticipate and meet customer demands for new products and product enhancements and innovations; increases in the cost or lack of availability of raw materials such as steel, poly-chemical, and glass, components or purchased finished goods, including any potential impact on costs or availability resulting from tariffs; changes in customer demand or loss of a material customer at one of Griffon’s operating companies; the potential impact of seasonal variations and uncertain weather patterns on certain of Griffon’s businesses; political events or military conflicts that could impact the worldwide economy; a downgrade in Griffon’s credit ratings; changes in international economic conditions including inflation, interest rate and currency exchange fluctuations; the reliance by certain of Griffon’s businesses on particular third party suppliers and
1
Exhibit 99.1
manufacturers to meet customer demands; the relative mix of products and services offered by Griffon’s businesses, which impacts margins and operating efficiencies; short-term capacity constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation, regulatory and environmental matters; Griffon’s ability to adequately protect and maintain the validity of patent and other intellectual property rights; the cyclical nature of the businesses of certain of Griffon’s operating companies; possible terrorist threats and actions and their impact on the global economy; effects of possible IT system failures, data breaches or cyber-attacks; the impact of pandemics on the U.S. and the global economy, including business disruptions, reductions in employment and an increase in business and operating facility failures, specifically among our customers and suppliers; Griffon’s ability to service and refinance its debt; and the impact of recent and future legislative and regulatory changes, including, without limitation, changes in tax laws. Such statements reflect the views of the Company with respect to future events and are subject to these and other risks, as previously disclosed in the Company’s Securities and Exchange Commission filings. Readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date made. Griffon undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
About Griffon Corporation
Griffon Corporation is a leading provider of residential and commercial building products. The Company is the largest North American manufacturer and marketer of garage doors under the Clopay, IDEAL and Holmes brands, and rolling steel door and grille products under the Clopay, Cornell, and Cookson brands. The Company is also a leading provider of residential, industrial, and commercial ceiling fans sold under the Hunter, Casablanca, and Jan Fan brands.
For more information on Griffon, please see the Company’s website at www.griffon.com.
Company Contact: Investor Relations Contact:
Brian G. Harris Tom Cook
EVP & Chief Financial Officer Managing Director
Griffon Corporation ICR Inc.
(212) 957-5000 (203) 682-8250
IR@griffon.com
2
Exhibit 99.2
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)
On February 5, 2026, Griffon Corporation (the “Company” or “Griffon”) announced 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. 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. As of March 31, 2026, the Company ceased its AMES U.K. operations and will liquidate its remaining assets and settle its remaining liabilities.
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 Australasia joint venture of Griffon’s AMES Australasia business. The transaction was accounted for in Australian dollars and translated into U.S. dollars using the closing AUD exchange rate on the transaction closing date. 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) paid-in-kind (“PIK”) note receivable, and a 49% equity interest with 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 Australasia joint venture will be accounted for under the equity method.
On June 9, 2026, Griffon completed the previously announced formation of the joint venture between its AMES North America business 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 from the joint venture, and a 43% equity interest with an initial carrying value of $118,600.
The following unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and give effect to (i) the sale of the Company's AMES North America business to the Veritage joint venture and (ii) the sale of the Company's AMES Australasia business to the Australasia joint venture (collectively, the "Completed Transactions"). The unaudited pro forma condensed consolidated financial statements are based on the assumptions and adjustments described in the accompanying notes and are intended to illustrate the estimated effects of the Completed Transactions, including:
•the removal of the assets, liabilities and historical operating results of the AMES North America and AMES Australasia businesses from Griffon’s consolidated financial statements, which have been classified as discontinued operations;
•the removal of the historical operating results of the AMES U.K. business from Griffon’s consolidated statement of operations, which have been classified as discontinued operations, while inventory and property, plant and equipment remain classified as held for sale on Griffon’s consolidated balance sheet;
•the recognition of the equity method investments in the Veritage and Australasia joint ventures recorded on the balance sheet as of March 31, 2026 and the equity interest in earnings (losses) of Veritage and Australasia joint ventures recorded on the income statement only;
•cash received by Griffon as part of the net consideration received in connection with the sale of the AMES North America and AMES Australasia businesses to joint ventures;
1
Exhibit 99.2
•the recognition of second-lien PIK debt receivable in connection with the Veritage joint venture and PIK note receivable in connection with the Australasia joint venture recorded in Notes Receivable (related party) on the Consolidated Balance Sheet; and
•the recognition of the gain or loss on the Completed Transactions, net of transaction costs and tax provision, presented on the balance sheet in retained earnings only.
The following unaudited pro forma consolidated balance sheet of Griffon as of March 31, 2026 is presented as if the Completed Transactions, as described in the notes to the unaudited pro forma consolidated financial statements, had occurred at March 31, 2026, Griffon’s latest balance sheet date. The unaudited pro forma consolidated statements of operations for the six-month period ended March 31, 2026 and for each of the years ended September 30, 2025, 2024 and 2023 are presented as if the Completed Transactions had occurred on October 1, 2022. Griffon’s unaudited condensed consolidated financial statements as of March 31, 2026 and for the three and six months ended March 31, 2026 included in Griffon’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 reflects the reclassification of the AMES North America, U.K. and Australasia businesses within discontinued operations except for U.K. inventory and property, plant and equipment, which are classified as held for sale.
The following unaudited pro forma consolidated financial statements contained herein are based on the historical financial statements of Griffon prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for each period presented and, in the opinion of the Company’s management, all adjustments and disclosures necessary for a fair presentation of the pro forma financial information have been made. The unaudited pro forma consolidated financial statements do not purport to represent what the actual results of operations or financial position of Griffon would have been had the Completed Transactions occurred on the dates assumed, nor are they necessarily indicative of the results that may be obtained in the future.
The pro forma information in the “Transaction Accounting Adjustments” column in the unaudited proforma consolidated financial statements reflects transaction accounting adjustments which have been made in accordance with accounting guidelines which are further described in the accompanying notes. The pro forma transaction adjustments are preliminary and are based upon available information and certain assumptions which management believes are reasonable under the circumstances and which are described in the accompanying notes to the unaudited pro forma consolidated financial information. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors, and do not reflect management adjustments as a result of the Completed Transactions by the Company.
The unaudited pro forma consolidated financial statements and related notes should be read together with (i) Griffon’s unaudited condensed consolidated financial statements as of March 31, 2026 and for the three and six months ended March 31, 2026 included in Griffon’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2026 and (ii) Griffon’s audited consolidated financial statements and related notes as of September 30, 2025 and for the three years ended September 30, 2025 included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2025.
2
GRIFFON CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(in thousands)
| As of March 31, 2026 | ||||||||||||||||||||||||||||||||
| Griffon Historical | Removal of the Disposal group (3a) | Transaction Accounting Adjustments | Note Reference | Griffon Pro Forma | ||||||||||||||||||||||||||||
| CURRENT ASSETS | ||||||||||||||||||||||||||||||||
| Cash and equivalents | $ | 109,672 | $ | — | $ | 274,953 | 1, 3b | $ | 384,625 | |||||||||||||||||||||||
| Accounts receivable, net of allowances | 200,906 | — | — | 200,906 | ||||||||||||||||||||||||||||
| Inventories | 184,163 | — | — | 184,163 | ||||||||||||||||||||||||||||
| Prepaid and other current assets | 39,308 | — | — | 39,308 | ||||||||||||||||||||||||||||
| Assets of discontinued operations held for sale | 695,755 | (675,280) | — | 20,475 | ||||||||||||||||||||||||||||
| Total Current Assets | 1,229,804 | (675,280) | 274,953 | 829,477 | ||||||||||||||||||||||||||||
| PROPERTY, PLANT AND EQUIPMENT, net | 202,637 | — | — | 202,637 | ||||||||||||||||||||||||||||
| OPERATING LEASE RIGHT-OF-USE ASSETS | 68,355 | — | — | 68,355 | ||||||||||||||||||||||||||||
| GOODWILL | 191,253 | — | — | 191,253 | ||||||||||||||||||||||||||||
| INTANGIBLE ASSETS, net | 349,975 | — | — | 349,975 | ||||||||||||||||||||||||||||
| EQUITY METHOD INVESTMENTS | — | — | 139,496 | 1, 3c | 139,496 | |||||||||||||||||||||||||||
| NOTE RECEIVABLE (related party) | — | 209,693 | 1, 3d | 209,693 | ||||||||||||||||||||||||||||
| OTHER ASSETS | 24,249 | — | — | 24,249 | ||||||||||||||||||||||||||||
| Total Assets | $ | 2,066,273 | $ | (675,280) | $ | 624,142 | $ | 2,015,135 | ||||||||||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||||||||||||||||||
| Notes payable and current portion of long-term debt | $ | 8,018 | $ | — | $ | — | $ | 8,018 | ||||||||||||||||||||||||
| Accounts payable | 84,805 | — | — | 84,805 | ||||||||||||||||||||||||||||
| Accrued liabilities | 92,643 | — | 16,147 | 3e | 108,790 | |||||||||||||||||||||||||||
| Current portion of operating lease liabilities | 17,232 | — | — | 17,232 | ||||||||||||||||||||||||||||
| Liabilities of discontinued operations held for sale | 226,923 | (226,923) | — | — | ||||||||||||||||||||||||||||
| Total Current Liabilities | 429,621 | (226,923) | 16,147 | 218,845 | ||||||||||||||||||||||||||||
| LONG-TERM DEBT, net | 1,394,836 | — | — | 1,394,836 | ||||||||||||||||||||||||||||
| LONG-TERM OPERATING LEASE LIABILITIES | 55,201 | — | — | 55,201 | ||||||||||||||||||||||||||||
| OTHER LIABILITIES | 92,168 | — | — | 92,168 | ||||||||||||||||||||||||||||
| Total Liabilities | 1,971,826 | (226,923) | 16,147 | 1,761,050 | ||||||||||||||||||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||||||||||||||||
| Preferred stock, par value $0.25 per share, authorized 3,000 shares, no shares issued | — | — | — | — | ||||||||||||||||||||||||||||
| Common stock, par value $0.25 per share, authorized 85,000 shares, issued shares of 84,746 as of March 31, 2026 | 21,187 | — | — | 21,187 | ||||||||||||||||||||||||||||
| Capital in excess of par value | 687,878 | — | — | 687,878 | ||||||||||||||||||||||||||||
| Retained earnings | 542,660 | — | 104,559 | 1, 3f | 647,219 | |||||||||||||||||||||||||||
| Treasury shares, at cost, 37,515 common shares as of March 31, 2026 | (1,092,084) | — | (1,092,084) | |||||||||||||||||||||||||||||
| Accumulated other comprehensive loss | (65,194) | 55,079 | — | 1, 3g | (10,115) | |||||||||||||||||||||||||||
| TOTAL SHAREHOLDERS’ EQUITY | 94,447 | 55,079 | 104,559 | 254,085 | ||||||||||||||||||||||||||||
| Total Liabilities and Shareholders’ Equity | $ | 2,066,273 | $ | (171,844) | $ | 120,706 | $ | 2,015,135 | ||||||||||||||||||||||||
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
3
GRIFFON CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
| For the Six Months Ended March 31, 2026 | ||||||||||||||||||||||||||
| Griffon Historical | Transaction Accounting Adjustments | Note Reference | Griffon Pro Forma | |||||||||||||||||||||||
| Revenue | $ | 876,120 | $ | — | $ | 876,120 | ||||||||||||||||||||
| Cost of goods and services | 475,398 | — | 475,398 | |||||||||||||||||||||||
| Gross profit | 400,722 | — | 400,722 | |||||||||||||||||||||||
| Selling, general and administrative expenses | 213,963 | — | 213,963 | |||||||||||||||||||||||
| Income from operations | 186,759 | — | 186,759 | |||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||
| Interest expense | (43,130) | — | (43,130) | |||||||||||||||||||||||
| Interest income | 241 | — | 241 | |||||||||||||||||||||||
| Debt extinguishment, net | (556) | — | (556) | |||||||||||||||||||||||
| Other, net | (2,616) | — | (2,616) | |||||||||||||||||||||||
| Total other income (expense) | (46,061) | — | (46,061) | |||||||||||||||||||||||
| Income before taxes | 140,698 | — | 140,698 | |||||||||||||||||||||||
| Provision for income taxes | 38,189 | — | 38,189 | |||||||||||||||||||||||
| Income before unconsolidated joint ventures | $ | 102,509 | $ | — | $ | 102,509 | ||||||||||||||||||||
| Equity interest in earnings of unconsolidated joint ventures | — | 13,020 | 4b | 13,020 | ||||||||||||||||||||||
| Provision for income taxes attributable to equity interest in earnings of unconsolidated joint ventures | — | 3,125 | 4c | 3,125 | ||||||||||||||||||||||
| Income from unconsolidated joint ventures, net of taxes | — | 9,895 | 9,895 | |||||||||||||||||||||||
| Income from continuing operations | $ | 102,509 | $ | 9,895 | $ | 112,404 | ||||||||||||||||||||
| Basic earnings per common share | $ | 2.30 | $ | 2.52 | ||||||||||||||||||||||
| Weighted-average shares outstanding | 44,636 | 44,636 | ||||||||||||||||||||||||
| Diluted earnings per common share | $ | 2.24 | $ | 2.46 | ||||||||||||||||||||||
| Weighted-average shares outstanding | 45,727 | 45,727 | ||||||||||||||||||||||||
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
4
GRIFFON CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
| For the Year Ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Griffon Historical | Deconsolidation (Note 4a) | Transaction Accounting Adjustments | Note Reference | Griffon Pro Forma | ||||||||||||||||||||||||||||
| Revenue | $ | 2,519,926 | $ | (724,542) | $ | — | $ | 1,795,384 | ||||||||||||||||||||||||
| Cost of goods and services | 1,461,921 | (514,637) | — | 947,284 | ||||||||||||||||||||||||||||
| Gross profit | 1,058,005 | (209,905) | — | 848,100 | ||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 608,116 | (177,494) | — | 430,622 | ||||||||||||||||||||||||||||
| Goodwill and intangible asset impairments | 243,612 | — | — | 243,612 | ||||||||||||||||||||||||||||
| Total operating expenses | 851,728 | (177,494) | — | 674,234 | ||||||||||||||||||||||||||||
| Income (loss) from operations | 206,277 | (32,411) | — | 173,866 | ||||||||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||||||
| Interest expense | (96,012) | 275 | — | (95,737) | ||||||||||||||||||||||||||||
| Interest income | 2,155 | (1,506) | — | 649 | ||||||||||||||||||||||||||||
| Gain on sale of real estate | 8,279 | (8,279) | — | — | ||||||||||||||||||||||||||||
| Other, net | 6,672 | (2,206) | — | 4,466 | ||||||||||||||||||||||||||||
| Total other income (expense) | (78,906) | (11,716) | — | (90,622) | ||||||||||||||||||||||||||||
| Income (loss) before taxes | 127,371 | (44,127) | — | 83,244 | ||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | 76,261 | (13,264) | — | 62,997 | ||||||||||||||||||||||||||||
Income (loss) before unconsolidated joint ventures | $ | 51,110 | $ | (30,863) | $ | — | $ | 20,247 | ||||||||||||||||||||||||
| Equity interest in earnings of unconsolidated joint ventures | — | — | 20,530 | 4b | 20,530 | |||||||||||||||||||||||||||
| Provision for income taxes attributable to equity interest in earnings of unconsolidated joint ventures | — | — | 4,927 | 4c | 4,927 | |||||||||||||||||||||||||||
| Income from unconsolidated joint ventures, net of taxes | — | — | 15,603 | 15,603 | ||||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 51,110 | $ | (30,863) | $ | 15,603 | $ | 35,850 | ||||||||||||||||||||||||
| Basic earnings per common share | $ | 1.13 | $ | 0.79 | ||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 45,354 | 45,354 | ||||||||||||||||||||||||||||||
| Diluted earnings per common share: | $ | 1.09 | $ | 0.77 | ||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 46,685 | 46,685 | ||||||||||||||||||||||||||||||
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
5
GRIFFON CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
| For the Year Ended September 30, 2024 | ||||||||||||||||||||||||||||||||
| Griffon Historical | Deconsolidation (Note 4a) | Transaction Accounting Adjustments | Note Reference | Griffon Pro Forma | ||||||||||||||||||||||||||||
| Revenue | $ | 2,623,520 | $ | (767,535) | $ | — | $ | 1,855,985 | ||||||||||||||||||||||||
| Cost of goods and services | 1,603,585 | (620,000) | — | 983,585 | ||||||||||||||||||||||||||||
| Gross profit | 1,019,935 | (147,535) | — | 872,400 | ||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 621,638 | (185,475) | — | 436,163 | ||||||||||||||||||||||||||||
| Income from operations | 398,297 | 37,940 | — | 436,237 | ||||||||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||||||
| Interest expense | (104,086) | 265 | — | (103,821) | ||||||||||||||||||||||||||||
| Interest income | 2,434 | (2,046) | — | 388 | ||||||||||||||||||||||||||||
| Gain on sale of real estate | (61) | 61 | — | — | ||||||||||||||||||||||||||||
| Debt extinguishment, net | (1,700) | — | — | (1,700) | ||||||||||||||||||||||||||||
| Other, net | 1,766 | (777) | — | 989 | ||||||||||||||||||||||||||||
| Total other income (expense) | (101,647) | (2,497) | — | (104,144) | ||||||||||||||||||||||||||||
| Income before taxes | 296,650 | 35,443 | — | 332,093 | ||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | 86,753 | (256) | — | 86,497 | ||||||||||||||||||||||||||||
| Income before unconsolidated joint ventures | 209,897 | 35,699 | — | 245,596 | ||||||||||||||||||||||||||||
| Equity interest in losses of unconsolidated joint ventures | — | — | (796) | 4b | (796) | |||||||||||||||||||||||||||
| Benefit from income taxes attributable to equity interest in losses of unconsolidated joint ventures | — | — | (191) | 4c | (191) | |||||||||||||||||||||||||||
| Loss from unconsolidated joint ventures, net of taxes | — | — | (605) | (605) | ||||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 209,897 | $ | 35,699 | $ | (605) | $ | 244,991 | ||||||||||||||||||||||||
| Basic earnings per common share | $ | 4.41 | $ | 5.15 | ||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 47,573 | 47,573 | ||||||||||||||||||||||||||||||
| Diluted earnings per common share | $ | 4.23 | $ | 4.93 | ||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 49,668 | 49,668 | ||||||||||||||||||||||||||||||
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
6
GRIFFON CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
| For the Year Ended September 30, 2023 | ||||||||||||||||||||||||||||||||
| Griffon Historical | Deconsolidation (Note 4a) | Transaction Accounting Adjustments | Note Reference | Griffon Pro Forma | ||||||||||||||||||||||||||||
| Revenue | $ | 2,685,183 | $ | (813,955) | $ | — | $ | 1,871,228 | ||||||||||||||||||||||||
| Cost of goods and services | 1,736,362 | (745,851) | — | 990,511 | ||||||||||||||||||||||||||||
| Gross profit | 948,821 | (68,104) | — | 880,717 | ||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 642,734 | (195,936) | — | 446,798 | ||||||||||||||||||||||||||||
| Goodwill and intangible asset impairments | 109,200 | (29,200) | — | 80,000 | ||||||||||||||||||||||||||||
| Total operating expenses | 751,934 | (225,136) | — | 526,798 | ||||||||||||||||||||||||||||
| Income from operations | 196,887 | 157,032 | — | 353,919 | ||||||||||||||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||||||
| Interest expense | (101,445) | 1,734 | — | (99,711) | ||||||||||||||||||||||||||||
| Interest income | 2,094 | (1,223) | — | 871 | ||||||||||||||||||||||||||||
| Gain (loss) on sale of real estate | 12,655 | (1,803) | — | 10,852 | ||||||||||||||||||||||||||||
| Debt extinguishment, net | (437) | — | — | (437) | ||||||||||||||||||||||||||||
| Other, net | 2,928 | (1,097) | — | 1,831 | ||||||||||||||||||||||||||||
| Total other income (expense) | (84,205) | (2,389) | — | (86,594) | ||||||||||||||||||||||||||||
| Income before taxes | 112,682 | 154,643 | — | 267,325 | ||||||||||||||||||||||||||||
| Provision for income taxes | 35,065 | 42,879 | — | 77,944 | ||||||||||||||||||||||||||||
| Income before unconsolidated joint ventures | 77,617 | 111,764 | — | 189,381 | ||||||||||||||||||||||||||||
| Equity interest in losses of unconsolidated joint ventures | — | — | (39,484) | 4b | (39,484) | |||||||||||||||||||||||||||
| Benefit from income taxes attributable to equity interest in losses of unconsolidated joint ventures | — | — | (9,476) | 4c | (9,476) | |||||||||||||||||||||||||||
| Loss from unconsolidated joint ventures, net of taxes | — | — | (30,008) | (30,008) | ||||||||||||||||||||||||||||
| Income (loss) from continuing operations | $ | 77,617 | $ | 111,764 | $ | (30,008) | $ | 159,373 | ||||||||||||||||||||||||
| Basic earnings per common share | $ | 1.49 | $ | 3.06 | ||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 52,111 | 52,111 | ||||||||||||||||||||||||||||||
| Diluted earnings per common share | $ | 1.42 | $ | 2.92 | ||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 54,612 | 54,612 | ||||||||||||||||||||||||||||||
See accompanying Notes to Unaudited Pro Forma Consolidated Financial Statements.
7
GRIFFON CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
NOTE 1 – BASIS OF PRO FORMA PRESENTATION
The accompanying unaudited pro forma consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission on the basis described below. The Company prepares its financial statements in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The accompanying unaudited pro forma consolidated financial statements are based on information currently available including certain assumptions which are subject to change and certain estimates which may not be realized. They are for informational purposes only and are intended to represent what the Company’s financial position and results of operations might have been had the sale of the AMES U.S. and Canada businesses (“AMES North America”) to a joint venture and the sale of AMES Australasia to a joint venture occurred on the dates indicated, but are not intended to project or forecast the Company’s financial position or results of operations for any future date or period.
The information in the “Griffon Historical” column in the accompanying unaudited pro forma consolidated financial statements is derived from Griffon’s unaudited consolidated financial statements as of March 31, 2026 and for the three and six months ended March 31, 2026 included in Griffon’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and Griffon’s audited consolidated financial statements as of September 30, 2025 and for the three years ended September 30, 2025 included in Griffon’s Annual Report on Form 10-K for the year ended September 30, 2025. The Company’s AMES’ North America, Australasia, and U.K. operations have been reported as discontinued operations in Griffon’s unaudited consolidated financial statements as of March 31, 2026 and for the three and six months ended March 31, 2026 and included in Griffon’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026. As of March 31, 2026, except for certain U.K. assets and liabilities not held for sale, the Company classified the assets and liabilities associated with AMES North America, Australia and U.K. discontinued operations as held for sale in the consolidated balance sheet. The U.K. assets classified as held for sale relate to inventory and property, plant and equipment that will be sold in liquidation.
Amounts in these unaudited pro forma consolidated financial statements are denominated in U.S. dollars.
There was no impact on the weighted-average common shares outstanding on both a basic and diluted basis as a result of the Completed Transactions as no equity instruments were issued.
NOTE 2 — DESCRIPTION OF TRANSACTIONS
On June 9, 2026, Griffon completed the previously announced formation of the joint venture of Griffon’s AMES North America businesses with Venanpri. In exchange for selling AMES North America to the joint venture, Griffon received $100,000 in cash, a $161,100 of second-lien PIK debt receivable, and a 43% equity interest in the Veritage joint venture. Additionally, on July 31, 2026 Griffon completed the previously announced formation of the Australasia joint venture of Griffon’s AMES Australasia business. In exchange for selling AMES Australasia to this joint venture, Griffon received AUD $258,000 (USD $180,910) in cash, a AUD $69,300 (approximately USD $48,593) of PIK note receivable, and a 49% equity interest in the joint venture.
| Description | AMES North America | AMES Australasia | Total | ||||||||
| Cash | $ | 100,000 | $ | 180,910 | $ | 280,910 | |||||
| Paid-In-Kind Notes | 161,100 | 48,593 | 209,693 | ||||||||
Equity method investment in joint venture (1) | 118,600 | 20,896 | 139,496 | ||||||||
| Total | $ | 379,700 | $ | 250,399 | $ | 630,099 | |||||
___________________________________________
(1) The equity method investment is reflected as Griffon’s proportionate share of the Veritage joint venture and the Australasia joint venture enterprise values.
8
On June 9, 2026, in connection with the completion of the sale of AMES North America, Griffon transferred net assets with a net carrying value of approximately $391,312 to the Veritage joint venture and recorded a gross loss of approximately $25,885 including $8,316 of costs to sell and $5,957 for certain costs payable at closing, as described below. On July 31, 2026, in connection with the AMES Australasia transaction, Griffon transferred net assets with a net carrying value of $126,456 to the Australasia joint venture and recorded a gain of approximately $118,559 ($107,796, net of taxes), including $5,384 of costs to sell.
Griffon calculated the gain (loss) on the sale of these businesses, as follows:
| Description | AMES North America | AMES Australasia | Total | ||||||||
| Total consideration received | $ | 379,700 | $ | 250,399 | $ | 630,099 | |||||
| Less: Carrying amount of net assets derecognized | 391,312 | 126,456 | 517,768 | ||||||||
| Gain (loss) on sale of business | (11,612) | 123,943 | 112,331 | ||||||||
Less: Estimated costs to sell (1) | (8,316) | (5,384) | (13,700) | ||||||||
Less: Transaction costs(2) | (5,957) | — | (5,957) | ||||||||
Total gross gain (loss) recognized (3) | (25,885) | 118,559 | 92,674 | ||||||||
Provision for taxes(4) | — | 10,763 | 10,763 | ||||||||
| Total gain (loss) recognized, net of taxes | $ | (25,885) | $ | 107,796 | $ | 81,911 | |||||
___________________________________________
(1) The estimated costs to sell for the AMES North America transaction totaling $8,316 was recorded in Griffon’s historical results for the six months ended March 31, 2026. The estimated costs to sell for the AMES Australia transaction was approximately $5,384.
(2) Estimated transaction costs payable at closing to the Veritage joint venture, including retention, severance, equity and long-term incentive awards, pension liabilities, and long-term debt obligations.
(3) The above estimated pro forma gain (loss) recognized reflects accumulated other comprehensive income of $55,079 as if the Completed Transactions occurred as of March 31, 2026 and considers the expected loss of $22,648 that was recorded in Griffon’s historical results in discontinued operations for the six month period ended March 31, 2026 because the carrying value of the AMES North America business was greater than the consideration received less its costs to sell. An incremental loss of $3,237 was recorded in the transactions column of the balance sheet, aggregating a total loss of $25,885 recognized for the AMES North America transaction.
(4) The estimated tax impact of the AMES North America transaction includes consideration for the utilization of capital losses generated in the current year. The tax impact of the AMES Australasia transaction consists of federal and state statutory rates, including the impact of global intangible low-taxed income (GILTI) rates.
The pro forma gain (loss) recognized on disposition of the AMES North America and AMES Australasia businesses are based on Griffon’s historical balance sheet information as of March 31, 2026 and is subject to change based upon, among other things, the actual balance sheet on the closing dates of the Completed Transactions and finalization of the Company’s financial closing procedures and may differ from the actual gain (loss) on disposition of these businesses that the Company recognizes.
NOTE 3 – PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED BALANCE SHEET
Explanations of the adjustments to the pro forma consolidated balance sheet are as follows:
(a) These balance sheet adjustments reflect the removal of $675,280 of assets and $226,923 of liabilities that were classified as held for sale as of March 31, 2026, of which $519,046 of assets and $178,376 of liabilities were sold to the Veritage joint venture and $156,234 of assets and $48,547 of liabilities were sold to the Australasia joint venture, with the remaining amounts related to the U.K. assets classified as held for sale.
| Description | AMES North America | AMES Australasia | Total | ||||||||
| Assets held for sale | $ | 519,046 | $ | 156,234 | $ | 675,280 | |||||
| Liabilities held for sale | 178,376 | 48,547 | 226,923 | ||||||||
| Total | $ | 340,670 | $ | 107,687 | $ | 448,357 | |||||
9
(b) Adjustment represents the increase in cash received as part of the AMES North America and AMES Australasia transactions, as follows:
| March 31, 2026 | ||||||||
| Proceeds from the AMES North America transaction | $ | 100,000 | ||||||
| Less: Transaction costs | (5,957) | |||||||
| Net proceeds received from the AMES North America transaction | 94,043 | |||||||
| Proceeds from the AMES Australasia transaction | 180,910 | |||||||
| Total change in cash | $ | 274,953 | ||||||
(c) Adjustment represents the initial recognition of Griffon’s 43% equity interest in the Veritage joint venture and Griffon’s 49% equity interest in the Australasia joint venture.
(d) Adjustment represents the second-lien PIK debt receivable, and a paid-in-kind (“PIK”) note receivable, provided to Griffon as part of the consideration received in the AMES North America transaction and AMES Australasia transaction, respectively. The AMES North American second-lien PIK debt receivable of $161,100 accrues interest at an annual interest rate of 10% and matures on December 9, 2029, at which time principal plus accrued interest is due. The AMES Australasia PIK note receivable of $48,593 accrues interest at an annual interest rate of 10% and matures 6 years from the issuance date (or if the term of Australasia joint venture senior debt facility is extended, then one year after the expiration of such senior debt facility, but in no event later than 10 years from the issuance date of the PIK note), at which time principal plus accrued interest is due.
(e) Adjustment reflects the income tax payable of $10,763 on the net gain on sale of the businesses described in Note 2, and the accrual of $5,384 for selling costs associated with the AMES Australasia transaction.
(f) Adjustment reflects the net gain on sale of the businesses described in Note 2. The $25,885 loss recorded on the AMES North America transaction is $3,237 greater than the $22,648 estimated loss Griffon recorded in its historical results in discontinued operations for the six month period ended March 31, 2026. The $104,559 adjustment to retained earnings reflects the gain on the AMES Australia transaction of $107,796 offset by the incremental $3,237 loss related to the AMES North America transaction. Refer to Note 2 for additional information.
(g) This balance sheet adjustment represents the accumulated other comprehensive loss of $55,079 in connection with the Completed Transactions described in Note 2, as if the transactions occurred as of March 31, 2026. The accumulated other comprehensive loss consists of foreign translation adjustments and pension amortization. Refer to Note 2 for the detailed calculation of the net gain recognized.
10
NOTE 4 – PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED STATEMENTS OF OPERATIONS
(a) These adjustments relate to the removal of the historical income statement activity and tax impact attributable to the discontinued operations of AMES North America, Australasia and U.K. for the years ended September 30, 2025, 2024 and 2023.
(b) This adjustment represents Griffon’s Equity interest in earnings (losses) of unconsolidated joint ventures from its investment in 43% equity interest in the AMES North America operations sold to the Veritage joint venture and 49% equity interest in the AMES Australasia operations sold to the Australasia joint venture for the six months ended March 31, 2026 and for the three years ended September 30, 2025. The equity interest in (earnings) losses from unconsolidated joint ventures, net of taxes from both equity method investments were determined based on the historical activity of these businesses for each respective period, and are net of applicable statutory income tax rates. The combined statutory income tax rates used for the Veritage joint venture and the Australasia joint venture were approximately 26% and 30%, respectively. The following table details Griffon’s earnings (losses) for the six months ended March 31, 2026 and for the years ended September 30, 2025, 2024 and 2023:
| For the Six Months ended March 31, | For the Year Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2024 | 2023 | ||||||||||||||||||||
| AMES North America | |||||||||||||||||||||||
| Historical net income (loss) | $ | 8,539 | $ | 17,780 | $ | (23,969) | $ | (109,438) | |||||||||||||||
| Equity interest | 42.8 | % | 42.8 | % | 42.8 | % | 42.8 | % | |||||||||||||||
| Equity interest in earnings (losses) of unconsolidated joint venture | 3,653 | 7,607 | (10,254) | (46,818) | |||||||||||||||||||
| AMES Australasia | |||||||||||||||||||||||
| Historical net income (loss) | $ | 19,117 | $ | 26,374 | $ | 19,302 | $ | 14,967 | |||||||||||||||
| Equity interest | 49.0 | % | 49.0 | % | 49.0 | % | 49.0 | % | |||||||||||||||
| Equity interest in earnings (losses) of unconsolidated joint venture | 9,367 | 12,923 | 9,458 | 7,334 | |||||||||||||||||||
| Total | |||||||||||||||||||||||
| Historical net income (loss) | $ | 27,656 | $ | 44,154 | $ | (4,667) | $ | (94,471) | |||||||||||||||
| Total share of equity interest in earnings (losses) of joint ventures | $ | 13,020 | $ | 20,530 | $ | (796) | $ | (39,484) | |||||||||||||||
(c) Represents the income tax impact of the pro forma adjustments using Griffon’s applicable federal, state, and foreign statutory tax rates. Griffon’s combined statutory rate was approximately 24% for all periods presented.
11