Machine learning predictions based on historical earnings data and price patterns
1-Day Prediction
-0.45%
$70.01
0% positive prob.
5-Day Prediction
-3.85%
$67.62
0% positive prob.
20-Day Prediction
-3.37%
$67.96
0% positive prob.
| Quarter | Signal | 1D Return | 5D Return | 20D Return | Confidence | Actual 5D |
|---|---|---|---|---|---|---|
| Q2 2026 | SELL | -0.45% | -3.85% | -3.37% | 100.0% | Pending |
| Q1 2026 | BUY | +2.55% | +6.59% | +7.67% | 100.0% | +0.69% |
| Q4 2025 | SELL | -0.45% | -3.85% | -3.37% | 100.0% | +0.16% |
SEC 8-K filings with transcript text
Jul 29, 2026 · 100% conf.
1D
-0.45%
$70.01
Act: -2.87%
5D
-3.85%
$67.62
20D
-3.37%
$67.96
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Apr 29, 2026 · 100% conf.
1D
+2.55%
$64.01
Act: +0.45%
5D
+6.59%
$66.53
Act: +0.69%
20D
+7.67%
$67.21
Act: -3.11%
2 exhibit991q2f26newsrelease.htm
Document
Exhibit 99.1
The Scotts Miracle-Gro CompanyNEWS
ScottsMiracle-Gro Reports Strong Second Quarter Results;
Increase in Sales and Gross Margin Improvement Drive EPS Growth
Net sales increased by 5%
Gross margin rate improved by over 200 basis points
Net leverage at 3.71x, down from prior year of 4.41x
MARYSVILLE, Ohio, April 29, 2026 – The Scotts Miracle-Gro Company (NYSE: SMG), the leading marketer of branded consumer lawn and garden products in North America, today reported results for the second quarter ended March 28, 2026.
“Our performance reflects progress on all our financial imperatives,” said Jim Hagedorn, chairman and CEO. “We continued our growth trajectory and delivered meaningful leverage ratio improvement, putting us in position for more shareholder friendly actions including the previously announced multi-year share repurchase program. At the same time, we are reinvesting in our consumer franchise with a focus on achieving our fiscal 2026 guidance that is foundational to our longer-range financial targets.”
Mark Scheiwer, chief financial officer and chief accounting officer, added, “We delivered a strong second quarter, executing on net sales growth, gross margin expansion and other key financial priorities. We are driving profitability growth and improved free cash flow while making incremental investments in consumer activation and return-generating capital expenditures. Strong sales and POS momentum continued in April, further boosting our confidence in the full-year outlook.”
Fiscal 2026 Second Quarter Highlights
•Net sales were $1.46 billion, an increase of 5% versus prior year.
•GAAP and non-GAAP adjusted gross margin rate of 41.8% improved by 280 and 240 basis points over prior year, respectively.
•GAAP net income from continuing operations of $4.46 per share and non-GAAP adjusted net income from continuing operations of $4.53 per share improved by 18 percent and 13 percent over prior year, respectively.
•Non-GAAP adjusted EBITDA of $437.4 million improved by 9 percent over prior year.
•Net leverage of 3.71x improved 0.70x versus last year.
Fiscal 2026 Outlook
The fiscal 2026 guidance that has been reaffirmed by the Company includes:
•U.S. Consumer net sales low single-digit growth
•Non-GAAP adjusted gross margin rate of at least 32%
•Non-GAAP adjusted net income per share from continuing operations of $4.15 to $4.35
•Non-GAAP adjusted EBITDA mid single-digit growth
•Free cash flow of $275 million, driving leverage ratio down to the high 3’s
The Company will file a Form 8-K prior to the start of the conference call that will include financial results for the three and six months ended March 28, 2026. In addition the Company will also upload these financial results to its investor relations website at https://scottsmiraclegro.gcs-web.com/financial-information/quarterly-results prior to the call.
Conference Call and Webcast Scheduled for 8:15 a.m. ET Today, April 29, 2026
The Company will discuss results during a video presentation via webcast today at 8:15 a.m. ET. To watch the Company presentation and listen to the question-and-answer session, please register in advance at this webcast link. For those planning to participate in the question-and-answer session that follows the video presentation, please register for the webcast to view the presentation in addition to registering in advance via this audio link to receive call-in details and a unique PIN. A replay of the conference call will also be available on the Company’s investor website, where an archive of the press release and any accompanying information will remain available for at least a 12-month period.
About ScottsMiracle-Gro
With approximately $3.3 billion in sales, the Company is the leading marketer of branded consumer lawn and garden products in North America. The Company’s brands are among the most recognized in the industry. The Company’s Scotts®, Miracle-Gro®, Ortho® and Tomcat® brands are market-leading in their categories. For additional information, visit us at www.scottsmiraclegro.com.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release, other than statements of historical fact, which address activities, events and developments that the Company expects or anticipates will or may occur in the future, including, but not limited to, information regarding the future economic performance and financial condition of the Company, the plans and objectives of the Company’s management, and the Company’s assumptions regarding such performance and plans are “forward-looking statements” within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as “guidance,” “outlook,” “projected,” “believe,” “target,” “predict,” “estimate,” “forecast,” “strategy,” “ma
Feb 20, 2026 · 100% conf.
1D
-0.45%
$69.65
Act: -1.20%
5D
-3.85%
$67.27
Act: +0.16%
20D
-3.37%
$67.60
smg-20260220false000082554200008255422026-02-202026-02-20
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2026
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. During the first quarter of fiscal 2026, the Company determined that the Hawthorne business met the criteria to be classified as held for sale. The Company determined this represents a strategic shift, and therefore, the Company classified its results of operations to reflect the Hawthorne business as a discontinued operation for all periods presented in its Quarterly Report on Form 10-Q for the period ended December 27, 2025, which was filed on February 4, 2026. The Company is furnishing the information within this Current Report on Form 8-K to provide additional historical financial results reflecting the Hawthorne business as a discontinued operation. Attached hereto as Exhibit 99.1 are the following unaudited condensed consolidated selected financial data of the Company:
•Revised reported GAAP quarterly and annual results for fiscal 2024 and 2025; •Revised adjusted non-GAAP financial measures for the quarterly and annual periods comprising fiscal 2024 and 2025; and •Revised Segment results for the quarterly and annual periods comprising fiscal 2024 and 2025.
This Current Report on Form 8-K should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal years ended September 30, 2025 and 2024, the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 28, 2025, March 29, 2025, December 28, 2024, June 29, 2024, March 30, 2024 and December 30, 2023, and other Company filings with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No.Description 99.1Unaudited Condensed, Consolidated Selected Financial Data
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Dated: February 20, 2026By: /s/ MARK J. SCHEIWER Printed Name: Mark J. Scheiwer Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer
Current Report on Form 8-K Dated February 20, 2026 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 Unaudited Condensed, Consolidated Selected Financial Data
Jan 28, 2026 · 100% conf.
1D
-0.45%
$69.65
Act: -1.20%
5D
-3.85%
$67.27
Act: +0.16%
20D
-3.37%
$67.60
smg-20260128false000082554200008255422026-01-282026-01-28
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2026
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On January 28, 2026, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three months ended December 27, 2025 and its financial condition as of December 27, 2025. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on January 28, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Dated: January 28, 2026By: /s/ MARK J. SCHEIWER
Printed Name: Mark J. Scheiwer
Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer
Current Report on Form 8-K Dated January 28, 2026 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on January 28, 2026
Nov 5, 2025
smg-20251105false000082554200008255422025-11-052025-11-05
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2025
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On November 5, 2025, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three and twelve months ended September 30, 2025 and its financial condition as of September 30, 2025. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on November 5, 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Dated: November 5, 2025By: /s/ MARK J. SCHEIWER Printed Name: Mark J. Scheiwer Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer
Current Report on Form 8-K Dated November 5, 2025 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on November 5, 2025
Jul 30, 2025
smg-20250730false000082554200008255422025-07-302025-07-30
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2025
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On July 30, 2025, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three and nine months ended June 28, 2025 and its financial condition as of June 28, 2025. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits:
Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on July 30, 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Dated: July 30, 2025By: /s/ MARK J. SCHEIWER
Printed Name: Mark J. Scheiwer Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer
Current Report on Form 8-K Dated July 30, 2025 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on July 30, 2025
Apr 30, 2025
smg-20250430false000082554200008255422025-04-302025-04-30
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2025
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On April 30, 2025, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three and six months ended March 29, 2025 and its financial condition as of March 29, 2025. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits:
Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on April 30, 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Dated: April 30, 2025By: /s/ MARK J. SCHEIWER
Printed Name: Mark J. Scheiwer
Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer
Current Report on Form 8-K Dated April 30, 2025 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on April 30, 2025
Apr 28, 2025
smg-20250428false000082554200008255422025-04-282025-04-28
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2025 (April 28, 2025)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction(Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 28, 2025, the Company issued a news release reporting, among other things, preliminary information regarding its financial results for the three and six months ended March 29, 2025 and clarifying certain statements made by the Company’s Chairman and CEO during an April 25 appearance on CNBC Mad Money. A copy of the news release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits:
Exhibit No.Description 99.1News Release issued by The Scotts Miracle-Gro Company on April 28, 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
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.
Dated:April 28, 2025 By:/s/ DIMITER TODOROV Printed Name: Dimiter Todorov Title: Executive Vice President, Chief Legal Officer & Corporate Secretary
3
Current Report on Form 8-K Dated April 28, 2025 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1News Release issued by The Scotts Miracle-Gro Company on April 28, 2025
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
4
Jan 29, 2025
smg-20250129false000082554200008255422025-01-292025-01-29
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2025
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On January 29, 2025, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three months ended December 28, 2024 and its financial condition as of December 28, 2024. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on January 29, 2025
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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.
Dated: January 29, 2025By: /s/ MARK J. SCHEIWER
Printed Name: Mark J. Scheiwer
Title: Interim Chief Financial Officer & Chief Accounting Officer
Current Report on Form 8-K Dated January 29, 2025 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on January 29, 2025
Nov 6, 2024
smg-20241106false000082554200008255422024-11-062024-11-06
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2024
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On November 6, 2024, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three and twelve months ended September 30, 2024 and its financial condition as of September 30, 2024. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on November 6, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Dated: November 6, 2024By: /s/ MATTHEW E. GARTH Printed Name: Matthew E. Garth Title: Executive Vice President, Chief Financial Officer & Chief Administrative Officer
Current Report on Form 8-K Dated November 6, 2024 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on November 6, 2024
Jul 31, 2024
smg-20240731false000082554200008255422024-07-312024-07-31
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2024
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On July 31, 2024, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three and nine months ended June 29, 2024 and its financial condition as of June 29, 2024. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits:
Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on July 31, 2024
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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.
Dated: July 31, 2024By: /s/ MATTHEW E. GARTH Printed Name: Matthew E. Garth Title: Executive Vice President, Chief Financial Officer & Chief Administration Officer
Current Report on Form 8-K Dated July 31, 2024 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on July 31, 2024
May 1, 2024
smg-20240501false000082554200008255422024-05-012024-05-01
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2024
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On May 1, 2024, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three and six months ended March 30, 2024 and its financial condition as of March 30, 2024. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits:
Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on May 1, 2024
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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.
Dated: May 1, 2024By: /s/ MATTHEW E. GARTH Printed Name: Matthew E. Garth Title: Executive Vice President, Chief Financial Officer & Chief Administration Officer
Current Report on Form 8-K Dated May 1, 2024 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on May 1, 2024
Apr 4, 2024
smg-20240404false000082554200008255422024-04-042024-04-04
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2024 (April 4, 2024)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 4, 2024, the Company issued a news release reporting preliminary information regarding its financial results for the three months ended March 30, 2024. A copy of the news release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits:
Exhibit No.Description 99.1News Release issued by The Scotts Miracle-Gro Company on April 4, 2024
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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.
Dated:April 4, 2024 By:/s/ DIMITER TODOROV Printed Name: Dimiter Todorov Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
Current Report on Form 8-K Dated April 4, 2024 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1News Release issued by The Scotts Miracle-Gro Company on April 4, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
Feb 7, 2024
smg-20240207false000082554200008255422024-02-072024-02-07
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2024
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On February 7, 2024, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three months ended December 30, 2023 and its financial condition as of December 30, 2023. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on February 7, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Dated: February 7, 2024By: /s/ MATTHEW E. GARTH Printed Name: Matthew E. Garth Title: Executive Vice President, Chief Financial Officer & Chief Administrative Officer
Current Report on Form 8-K Dated February 7, 2024 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on February 7, 2024
Nov 1, 2023
smg-20231101false000082554200008255422023-11-012023-11-01
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2023 (October 27, 2023)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 27, 2023, The Scotts Company LLC (in its capacity as seller and servicer, the “Seller”) entered into a Master Receivables Purchase Agreement (the “Master Receivables Purchase Agreement”), by and among the Seller, other subsidiaries of The Scotts Miracle-Gro Company (the “Company”) that from time to time become party thereto as a seller and servicer (the “Additional Sellers” and together with the Seller, the “Sellers”), JPMorgan Chase Bank, N.A. (the “Purchaser”), and, for the limited purpose of a performance undertaking and as Seller Representative, the Company.
Under the Master Receivables Purchase Agreement, the Sellers may sell, and the Purchaser may purchase on an uncommitted and weekly basis, up to $600 million of a portfolio of available and eligible outstanding customer accounts receivable (the “Receivables Facility”). The eligible accounts receivable to be sold under the Receivables Facility consist of up to $600 million in accounts receivable generated by sales to four specified customers of the Company. The Seller, as the servicer under the Receivables Facility (the “Servicer”), will continue to service the account receivables sold to the Purchaser for a servicer fee of 20 basis points. The Receivables Facility is an uncommitted facility with an initial term that expires October 25, 2024, unless earlier terminated by the Purchaser.
The Receivables Facility and the Master Receivables Purchase Agreement contain customary representations and warranties and covenants for facilities of this nature, including as to the eligibility of the account receivables being sold, and contain customary repurchase events and indemnification provisions for facilities of this nature. The Receivables Facility is non-recourse to the Sellers and the Company, other than with respect to customary, limited recourse to the Sellers in the form of (i) repurchase obligations and indemnification obligations for any violations by the Sellers or the Servicer of their respective representations or obligations as seller or servicer under the Master Receivables Purchase Agreement and (ii) certain repurchase or payment obligations arising from any dilution of, or dispute with respect to, any purchased receivables that arise after the sale of such purchased receivables to the Purchaser and not contemplated in the applicable purchase price of such purchased receivable (clauses (i) and (ii) together referred to herein as the “Recourse Obligations”). The Recourse Obligations of the Sellers and the Servicer that may arise from time to time are supported by standby letters of credit of $70 million issued pursuant to the Company’s senior secured revolving facility. The Recourse Obligations an
Aug 2, 2023
smg-20230802false000082554200008255422023-08-022023-08-02
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2023 (July 31, 2023)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On July 31, 2023 (the “Effective Date”), The Scotts Miracle-Gro Company (the “Company”) and certain of its subsidiaries entered into (i) an Amendment No. 2 (the “Credit Agreement Amendment”) to the Company’s Sixth Amended and Restated Credit Agreement dated as of April 8, 2022 (as previously amended, the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the lenders party thereto and (ii) an Amendment No. 1 (“Guarantee and Collateral Agreement Amendment”) to the Company’s Sixth Amended and Restated Guarantee and Collateral Agreement dated as of April 8, 2022 (the “Guarantee and Collateral Agreement”) with the Administrative Agent.
Pursuant to the Credit Agreement Amendment, the Credit Agreement was amended to, among other changes, (a) reduce the revolving loan commitments by $250,000,000; (b) adjust the required leverage levels for the quarterly leverage covenant for the period commencing on the Effective Date until the earlier of (i) October 1, 2025 and (ii) subject to certain conditions specified in the Credit Agreement Amendment, the termination by the Company of such adjustment (such period, the “Leverage Adjustment Period”); (c) replace the interest coverage covenant with a fixed charge coverage covenant; (d) increase the interest rate applicable to borrowings under the revolving credit facility and the term loan facility by 0.25% for each existing pricing tier and add a pricing tier that is applicable for leverage in excess of 6.0 to 1.0; (e) limit the amount of incremental revolving commitments, incremental term loan commitments and incremental equivalent notes permitted to be incurred by the Company to $25,000,000 during the Leverage Adjustment Period; (f) require pro forma compliance with certain leverage levels specified in the Credit Agreement Amendment with respect to the Company’s ability to make certain investments; and (g) add provisions that require the Company and its domestic subsidiaries that are a party to the Guarantee and Collateral Agreement to grant liens in favor of the Administrative Agent on their intellectual property (subject to certain agreed exceptions) to secure their obligations under the Credit Agreement and the other loan documents.
The Company and its domestic subsidiaries that are a party to the Guarantee and Collateral Agreement executed the Guarantee and Collateral Agreement Amendment, pursuant to which the Company and its domestic subsidiaries party thereto granted a first priority lien to the Administrative Agent on their intellectual property, subject to certain exceptions set forth in the Guarantee and Collateral Agreement Amendment. After giving effect to the G
May 3, 2023
smg-20230503false000082554200008255422023-05-032023-05-03
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2023
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On May 3, 2023, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three and six months ended April 1, 2023 and its financial condition as of April 1, 2023. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits:
Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on May 3, 2023
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Dated: May 3, 2023By: /s/ MATTHEW E. GARTH Printed Name: Matthew E. Garth Title: Executive Vice President and Chief Financial Officer
Current Report on Form 8-K Dated May 3, 2023 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on May 3, 2023
Apr 10, 2023
smg-20230410false000082554200008255422023-04-102023-04-10
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2023 (April 10, 2023)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On April 10, 2023, the Company issued a news release reporting, among other things, preliminary information regarding its financial results for the three months ended April 1, 2023. A copy of the news release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On April 10, 2023, the Company issued a news release announcing that Nate Baxter will join the Company on April 28, 2023, as Executive Vice President, Technology & Operations. A copy of the news release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits:
Exhibit No.Description 99.1News Release issued by The Scotts Miracle-Gro Company on April 10, 2023
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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.
Dated:April 10, 2023 By:/s/ DIMITER TODOROV Printed Name: Dimiter Todorov Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer
Current Report on Form 8-K Dated April 10, 2023 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1News Release issued by The Scotts Miracle-Gro Company on April 10, 2023
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Feb 1, 2023
smg-20230201false000082554200008255422023-02-012023-02-01
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 2023
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On February 1, 2023, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three months ended December 31, 2022 and its financial condition as of December 31, 2022. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on February 1, 2023
10.1Form of Performance Unit Award Agreement which may be made under The Scotts Miracle-Gro Long-Term Incentive Plan
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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.
Dated: February 1, 2023By: /s/ MATTHEW E. GARTH Printed Name: Matthew E. Garth Title: Executive Vice President and Chief Financial Officer
Current Report on Form 8-K Dated February 1, 2023 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on February 1, 2023
10.1 Form of Performance Unit Award Agreement which may be made under The Scotts Miracle-Gro Long-Term Incentive Plan
Nov 2, 2022
smg-20221102false000082554200008255422022-11-022022-11-02
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2022
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
Ohio001-1159331-1414921 (State or other jurisdiction (Commission(IRS Employer of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (937) 644-0011 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Shares, $0.01 stated valueSMGNYSE
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 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 Section13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition. On November 2, 2022, Scotts Miracle-Gro issued a news release reporting information regarding its financial results for the three and twelve months ended September 30, 2022 and its financial condition as of September 30, 2022. The news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No.Description 99.1News release issued by The Scotts Miracle-Gro Company on November 2, 2022
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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.
Dated: November 2, 2022By: /s/ DAVID C. EVANS Printed Name: David C. Evans Title: Interim Chief Financial Officer, Executive Vice President and Director
Current Report on Form 8-K Dated November 2, 2022 The Scotts Miracle-Gro Company
Exhibit No.Description 99.1 News release issued by The Scotts Miracle-Gro Company on November 2, 2022
This page provides Scotts Miracle-Gro Company (The) (SMG) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on SMG's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.