The Scotts Miracle-Gro Company filings document the formal record for a North American branded consumer lawn and garden company. Recent 8-K disclosures furnish operating results and financial condition, revised historical financial information reflecting Hawthorne as a discontinued operation, and the completed sale of The Hawthorne Gardening Company.
The filing record also covers capital structure and governance matters, including a senior secured credit agreement, shareholder approval of an amended and restated Long-Term Incentive Plan, forms of restricted stock unit, performance unit and stock option awards, and definitive proxy disclosures on annual meeting proposals and executive compensation.
The Scotts Miracle-Gro Company (SMG) reported fiscal 2026 net sales of $3.29 billion, up 1% year over year, and adjusted diluted earnings per share from continuing operations of $4.48, up 18%. GAAP and non-GAAP adjusted gross margin rates were 32.3% and 32.4%, up 100 and 80 basis points, respectively. Free cash flow was $278.4 million and net leverage was 3.89x. GAAP net income, including discontinued operations, was $103.9 million, down 28%; fourth-quarter net sales fell 11% to $302.9 million, while adjusted EBITDA was a loss of $106.7 million, down 24% year over year.
Fiscal 2027 outlook calls for net sales growth of 2% to 4%, non-GAAP adjusted earnings per share from continuing operations of $4.70 to $4.90, and free cash flow of approximately $275 million, with continued expansion of adjusted gross margin. The company expects leverage to decline year over year and remains on track for a 3.0 to 3.5x target range by fiscal 2029. It began a multi-year IT infrastructure project in fiscal 2026, plans to invest over $100.0 million in capital expenditures and operating expenses, and expects substantial completion in fiscal 2028.
Scotts Miracle-Gro Co. (SMG) reports that President and CEO Nathan Eric Baxter, who is also identified as a director and 10% owner, acquired 23,872 common shares through a grant on October 28, 2026. His directly held position following the grant was 102,315 shares. Baxter also reported an indirect interest of 36,993 common shares through Hagedorn Partnership, L.P.; the footnote describes this as the aggregate proportionate interest of Baxter and family members in Partnership-held shares.
Scotts Miracle-Gro (SMG) EVP, CLO & Corporate Secretary Dimiter Todorov received an award of 9,947 Common Shares on October 28, 2026. The shares were held directly, bringing his directly held position to 28,961 Common Shares. The reported price was $0.00 per share; no Rule 10b5-1 plan is reported.
Scotts Miracle-Gro Co. EVP, CFO & CAO Mark J. Scheiwer acquired 2,163 common shares in a grant/award on October 28, 2026; the reported transaction price was $0.00 per share. After the award, he reported 16,497 common shares held directly. He also reported 562 common shares held indirectly through a 401(k) plan on October 28, 2026.
Scotts Miracle-Gro Co. (SMG) reported that EVP, CFO & CAO Mark J. Scheiwer acquired 13 phantom stock shares on October 26, 2026. His reported direct phantom-stock position afterward was 1,464 shares. Each phantom share represents a right to receive one common share or its cash value; the units are payable in cash following termination of his employment, and he may transfer them to an alternative investment at any time. The transaction listed a per-share amount of $58.74.
The Scotts Miracle-Gro Company, through subsidiary The Scotts Company LLC, entered a separation agreement with former Executive Vice President & Chief Strategy Officer Christopher J. Hagedorn on October 13, 2026, after his September 30, 2026 departure. Benefits include 24 months of salary at regular monthly base pay, outplacement for the earlier of 12 months or acceptance of new employment, and a 24-month offset equal to the excess COBRA premium for terminated employees over his active-employee premium. His bonus equals 2.0 times his Target Bonus Opportunity, payable in two 50% installments on the first scheduled pay date after each of the first two termination anniversaries, subject to continued compliance with post-employment obligations. All agreement payments are conditioned on no revocation of his acceptance.
His fiscal 2026 incentive payout will occur in November 2026, based on target bonus through termination, actual funded-plan performance approved by the Compensation and Organization Committee, and a discretionary personal-performance factor. The 16,239 performance units granted February 16, 2024 are scheduled to vest and settle February 16, 2027, subject to performance criteria; 57,033 options vested in full on September 30, 2026 and expire 180 days after termination. Unvested options of 21,009, 5,375 and 29,649, and performance units of 8,808 and 14,599, were forfeited.
Scotts Miracle-Gro (SMG) reported that Mark J. Scheiwer, EVP, CFO & CAO, converted 500 Dividend Equivalent Rights into 500 common shares on October 2, 2026. His reported direct common-share holdings after the transaction were 14,334 shares, rounded from the reported 14,333.684. The amendment adds a transaction inadvertently omitted from the original Form 4. The related award was 3,793 restricted stock units granted on October 2, 2023, and vesting on October 2, 2026.
For Scotts Miracle-Gro Co. (SMG), FMR LLC reported beneficial ownership of 5,877,330 shares of common stock, equal to 10.1%, as of September 30, 2026. FMR LLC reported sole voting power over 5,845,924 shares and sole dispositive power over 5,877,330 shares. Abigail P. Johnson's cover page lists the same beneficial ownership and sole dispositive amount, with zero voting power. The report states that no other person's interest in the common stock exceeds 5%.
Scotts Miracle-Gro reported transactions by Mark J. Scheiwer, its EVP, CFO & CAO. On October 2, 2026, 1,559 common shares were delivered or withheld for payment of exercise price or tax liability at $49.02 per share. On September 30, 2026, he acquired 3 common shares at $45.88 per share in an other acquisition. His reported indirect holdings through the 401(K) Plan included 562 shares as of October 2, 2026.
Scotts Miracle-Gro (SMG) director Brian E. Sandoval acquired 575 common shares on October 1, 2026, as deferred stock units issued in lieu of a $28,750 retainer. His reported direct holdings following the award were 20,190 shares.