Griffon Corp (GFF) director granted 1,340 restricted stock shares

Rhea-AI Filing Summary

Diao H.C. Charles reported acquisition or exercise transactions in this Form 4 filing.

Griffon Corp director H.C. Charles Diao received an equity award of 1,340 shares of common stock as restricted stock under the company’s 2016 Equity Incentive Plan. The award was granted at no cash purchase price and will fully vest on February 18, 2027.

Following this grant, Diao’s directly held common stock increased to 12,013 shares, aligning his compensation more closely with shareholder interests through time-based vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Diao H.C. Charles

(Last) (First) (Middle)

C/O GRIFFON CORPORATION

712 FIFTH AVENUE

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRIFFON CORP [ GFF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		A		1,340	A	$0(1)	12,013	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock grant under the Company's 2016 Equity Incentive Plan. All shares of restricted stock will vest on February 18, 2027.

Remarks:

	/s/ Seth L. Kaplan, as attorney-in-fact	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Griffon Corp (GFF) report for H.C. Charles Diao?

Griffon Corp reported that director H.C. Charles Diao received a grant of 1,340 shares of restricted common stock. The award came under the company’s 2016 Equity Incentive Plan and increased his directly held stake to 12,013 common shares after the transaction.

Was the Griffon Corp (GFF) insider transaction a purchase or a stock grant?

The transaction was a stock grant, not an open-market purchase. H.C. Charles Diao received 1,340 shares of restricted common stock as an equity award under Griffon Corp’s 2016 Equity Incentive Plan at no stated cash purchase price.

When do the newly granted Griffon Corp (GFF) restricted shares vest?

All 1,340 restricted shares granted to H.C. Charles Diao are scheduled to vest on February 18, 2027. Until that date, the shares remain subject to vesting conditions under Griffon Corp’s 2016 Equity Incentive Plan, typically encouraging longer-term alignment.

How many Griffon Corp (GFF) shares does H.C. Charles Diao hold after the grant?

After the restricted stock grant, H.C. Charles Diao directly holds 12,013 shares of Griffon Corp common stock. This total includes the newly awarded 1,340 restricted shares that are subject to vesting requirements through February 18, 2027.

Under which plan was the Griffon Corp (GFF) restricted stock granted to H.C. Charles Diao?

The 1,340-share restricted stock award to H.C. Charles Diao was granted under Griffon Corp’s 2016 Equity Incentive Plan. This plan is used by the company to deliver equity-based compensation that ties director and executive rewards to long-term shareholder value.