GRIFFON CORP — Director's Dealing 2024

Jan 31, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2024-01-29

Reporting Person: KRAMER RONALD J (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-01-29	Common Stock	A	135000	—	Acquired	2868670	Direct
2024-01-30	Common Stock	F	267924	$60.99	Disposed	2600746	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4974	Indirect
Common Stock	40298	Indirect

Footnotes

F1: Represents a portion of the restricted shares granted to the reporting person on January 30, 2020 under the Company's 2016 Equity Incentive Plan in a transaction exempt under Rule 16b. Such restricted shares were subject to both a service period (time-based vesting) and the attainment of specified performance criteria (performance-based vesting) related to the Company's stock price and the total shareholder return of the Company's stock relative to a market index. It was previously certified that the performance criteria was achieved to a certain extent and the shares related to such certification were reported on a Form 4 filed on September 28, 2022. Following the end of the performance period, on January 29, 2024, it was certified that the performance criteria was achieved with respect to an additional 135,000 shares.

F2: Shares withheld by or delivered to the registrant upon vesting of restricted stock to satisfy tax withholding obligations of the reporting person.