GRIFFON CORP — Director's Dealing 2025

Feb 6, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRIFFON CORP (GFF)
CIK: 0000050725
Period of Report: 2025-02-04

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
2025-02-04	Common Stock	A	108000	—	Acquired	1964746	Direct
2025-02-04	Common Stock	A	302764	—	Acquired	2267510	Direct
2025-02-04	Common Stock	F	378213	$76.95	Disposed	1889297	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5240	Indirect
Common Stock	40298	Indirect

Footnotes

F1: Represents a portion of the restricted shares granted to the reporting person on January 27, 2021 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 July 29, 2021. Following the end of the performance period, on February 4, 2025, it was certified that the performance criteria was achieved with respect to an additional 108,000 shares.

F2: Restricted shares granted under the Company's 2016 Equity Incentive Plan in transactions exempt under Rule 16b. Vesting of the restricted shares was partially dependent on the attainment of specified financial performance criteria; on February 4, 2025, the extent to which such financial performance criteria was attained was certified.

F3: Shares withheld by or delivered to the registrant upon vesting of restricted stock to satisfy tax withholding obligations of the reporting person.

F4: Reflects ESOP allocations that have occurred since the date of the reporting person's last ownership report.