Form 4: Griffon CEO Gifts Shares to Family Trust Under 10b5-1 Plan

Griffon Corp's Chairman and CEO, Ronald J. Kramer, reported gifting 67,785 shares of common stock to an irrevocable family trust.

Summary

• Ronald J. Kramer, Chairman of the Board and CEO of Griffon Corp (GFF), reported a disposition of common stock.
• On December 24, 2025, Kramer gifted 62,785 shares of common stock to an irrevocable family trust with an independent third-party trustee.
• Following this transaction, Kramer's direct beneficial ownership decreased to 1,889,297 shares.
• On the same date, December 24, 2025, an additional 5,000 shares of common stock were gifted, further reducing direct beneficial ownership to 1,884,297 shares.
• These transactions were reported as gifts (Transaction Code 'G') with a price of $0 per share.
• Kramer no longer beneficially owns the 62,785 shares gifted to the trust.
• The filing indicates these transactions were made pursuant to a Rule 10b5-1(c) plan.
• Kramer also indirectly beneficially owns 5,240 shares via an Employee Stock Ownership Plan (ESOP) and 40,298 shares via his spouse.

Sentiment

Score: 5

Explanation: The filing reports a gift of shares by the CEO to a family trust under a 10b5-1 plan. This is typically an estate planning move and not indicative of a change in management's confidence in the company, thus having a neutral impact on sentiment.

Positives

• The disposition of shares via gift to a family trust can be part of a long-term estate planning strategy.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged disposition and potentially reducing concerns about insider trading based on material non-public information.

Negatives

• A reduction in direct beneficial ownership by a key executive, even through a gift, can sometimes be perceived with slight caution by investors as it decreases the executive's direct financial alignment with the company's stock performance.
• The total direct beneficial ownership of Ronald J. Kramer decreased by 67,785 shares (62,785 + 5,000).

Future Outlook

Not applicable, as this filing reports past/planned insider transactions rather than future company performance or guidance.

Industry Context

This Form 4 filing details an individual insider transaction and does not provide information relevant to broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Gift of 62,785 shares to an irrevocable family trust.

Stakeholder Impact

• Shareholders: A minor reduction in the direct beneficial ownership of the Chairman and CEO, which could be interpreted as a slight decrease in direct alignment, though the shares remain within the broader family/trust structure. The total outstanding shares are unaffected.

Key Dates

Recommendation

This Form 4 filing reports a planned disposition of shares by the CEO via gifts to a family trust. While it reduces direct insider ownership, it's a common estate planning move and was executed under a 10b5-1 plan, which mitigates concerns about opportunistic selling. The transaction itself does not provide new information about the company's operational performance or future prospects that would warrant a change in investment recommendation based solely on this filing.

Keywords

Griffon Corp, GFF, Ronald J. Kramer, Insider Transaction, Form 4, Stock Gift, Beneficial Ownership, CEO, Director, 10b5-1 Plan