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Scotts Miracle-Gro redeems $250M notes, starts buyback

Scotts Miracle-Gro redeemed $250 million of 2026 notes, renewed a $750 million liquidity facility, started a $500 million buyback, and reaffirmed its Fiscal 2026 guidance.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company (SMG) reported execution of key capital allocation steps, including redeeming all $250 million of its 5.250% Senior Notes due 2026 on September 11, 2026, at principal plus accrued interest. The redemption was funded with a combination of available revolver debt and planned Fiscal 2026 excess free cash flow.

The company renewed its $750 million accounts receivable facility with JPMorgan Chase Bank, N.A., extending maturity to August 31, 2027, and began its Board-authorized $500 million share repurchase program with $25 million of repurchases in August. Scotts Miracle-Gro achieved its $275 million free cash flow target, reaffirmed Fiscal 2026 guidance including non-GAAP adjusted gross margin of at least 32%, non-GAAP adjusted EPS from continuing operations of $4.30–$4.45, mid single-digit non-GAAP adjusted EBITDA growth, and a leverage ratio expected to decline to the high 3s.

Positive

  • $250 million of 5.250% Senior Notes due 2026 fully redeemed, eliminating this maturity and supporting deleveraging.
  • Achieved targeted $275 million free cash flow for Fiscal 2026, with leverage ratio expected to decline to the high 3s.
  • Renewed $750 million accounts receivable facility to August 31, 2027, maintaining sizable committed liquidity.
  • Launched a $500 million share repurchase program, with $25 million of shares already repurchased in August.
  • Reaffirmed Fiscal 2026 guidance, including non-GAAP adjusted EPS of $4.30–$4.45 and non-GAAP adjusted gross margin of at least 32%.

Negative

  • None.

Filing Explained

As of September 11, 2026, the $250 million of 5.250% senior notes had been fully redeemed: the notes were no longer outstanding, interest stopped accruing, and holders retained only the right to receive the redemption price.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Senior Notes Redeemed $250 million aggregate principal 5.250% Senior Notes due 2026 redeemed on September 11, 2026
Accounts Receivable Facility $750 million Renewed with JPMorgan Chase, maturity extended to August 31, 2027
Share Repurchases Executed $25 million Repurchases during August 2026 under $500 million program
Share Repurchase Program Size $500 million Board-authorized program referenced in capital allocation update
Free Cash Flow Target $275 million Fiscal 2026 free cash flow target achieved and reaffirmed in outlook
Non-GAAP Adjusted EPS Guidance $4.30–$4.45 per share Fiscal 2026 guidance from continuing operations
Non-GAAP Adjusted Gross Margin At least 32% Fiscal 2026 guidance
Annual Sales Scale $3.3 billion Approximate company sales level cited in business description
free cash flow financial
"Achieves free cash flow target of $275 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
accounts receivable facility financial
"renewed its $750 million accounts receivable facility with JPMorgan"
A financing arrangement in which a company borrows money or sells the rights to be paid for its outstanding invoices (accounts receivable) to a lender in exchange for immediate cash. Think of it like using customer IOUs as collateral so the business gets money now instead of waiting for payments; it matters to investors because it affects a company’s short-term liquidity, cash-flow stability, reported debt levels, and potential costs or recourse risks tied to those receivables.
share repurchase program financial
"marking the start of the $500 million share repurchase program"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
non-GAAP adjusted gross margin financial
"Non-GAAP adjusted gross margin of at least 32%"
Non-GAAP adjusted gross margin is the percentage of sales left after direct product or service costs, but recalculated after removing certain one-time or non-cash items that management believes obscure underlying profitability. Think of it as a cleaned-up version of the basic profit-on-sales number that aims to show how efficiently a company makes its product when you wipe away unusual or accounting-driven smudges. Investors use it to judge core operating performance, but it can vary by company and may omit real costs, so compare adjustments carefully.
non-GAAP adjusted EBITDA financial
"Non-GAAP adjusted EBITDA mid single-digit growth"
Non-GAAP adjusted EBITDA is a measure of a company's profitability that shows earnings before interest, taxes, depreciation, and amortization, with certain adjustments made to exclude irregular or non-recurring expenses and income. It provides a clearer picture of ongoing operational performance by filtering out items that might distort the core business results. Investors use it to better compare how well different companies are performing without the noise of one-time events.
leverage ratio financial
"Free cash flow of $275 million, driving leverage ratio down"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt action did SMG disclose in this 8-K?

SMG redeemed all $250 million aggregate principal amount of its 5.250% Senior Notes due 2026 on September 11, 2026, paying principal plus accrued and unpaid interest, after which the notes ceased to be outstanding and no further interest accrues.

How did SMG fund the redemption of its 5.250% Senior Notes due 2026?

The $250 million redemption was funded through a combination of SMG’s available revolver debt and planned Fiscal 2026 excess free cash flow, consistent with its disciplined capital allocation and deleveraging priorities.

What changes did SMG make to its liquidity facilities?

SMG renewed its $750 million accounts receivable facility with JPMorgan Chase Bank, N.A., extending the facility’s maturity to August 31, 2027, which the company states provides consistent access to efficient liquidity.

What did SMG announce about its share repurchase program?

SMG executed $25 million of share repurchases in August 2026, marking the start of a Board-authorized $500 million share repurchase program. The company notes that future repurchases will remain secondary to its commitment to ongoing debt reduction.

What Fiscal 2026 guidance did SMG reaffirm in this announcement?

SMG reaffirmed guidance for Fiscal 2026 including U.S. Consumer net sales low single-digit growth, non-GAAP adjusted gross margin of at least 32%, non-GAAP adjusted EPS from continuing operations of $4.30–$4.45, mid single-digit non-GAAP adjusted EBITDA growth, and $275 million free cash flow.

What leverage outlook did SMG provide for Fiscal 2026?

SMG stated that its expected $275 million of free cash flow for Fiscal 2026 is projected to drive its leverage ratio down to the high 3s, supporting its focus on strengthening the balance sheet and deleveraging.

What is SMG’s reported sales scale and main business focus?

SMG reported approximately $3.3 billion in sales and described itself as the leading marketer of branded consumer lawn and garden products in North America, with brands including Scotts®, Miracle-Gro®, Ortho® and Tomcat®.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false000082554200008255422026-09-152026-09-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 8-K
_________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2026 (September 11, 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 1.02. Termination of Material Definitive Agreement.

The information set forth under Item 8.01 below is incorporated by reference into this Item 1.02.

Item 8.01. Other Events.

On September 11, 2026 (the “Redemption Date”), The Scotts Miracle-Gro Company redeemed all $250.0 million aggregate principal amount of its outstanding 5.250% Senior Notes due 2026 (the “5.250% Senior Notes”), pursuant to the terms of the indenture governing the 5.250% Senior Notes, at a redemption price equal to the aggregate principal amount of the 5.250% Senior Notes, plus accrued and unpaid interest to the Redemption Date (the “Redemption Price”). As of the Redemption Date, the 5.250% Senior Notes were no longer deemed outstanding, interest on the 5.250% Senior Notes ceased to accrue and all rights with respect to the 5.250% Senior Notes ceased, except for the right to receive the Redemption Price.

A copy of the Company's press release announcing this development, among other things, is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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
99.1
News Release issued by The Scotts Miracle-Gro Company on September 15, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
2


SIGNATURE

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.
THE SCOTTS MIRACLE-GRO COMPANY
Dated:
September 15, 2026
By:/s/ DIMITER TODOROV
Printed Name: Dimiter Todorov
Title: Executive Vice President, Chief Legal Officer & Corporate Secretary



3


INDEX TO EXHIBITS

Current Report on Form 8-K
Dated September 15, 2026
The Scotts Miracle-Gro Company


Exhibit No.Description
99.1
News Release issued by The Scotts Miracle-Gro Company on September 15, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
4

Exhibit 99.1
ScottsMiracle-Gro Announces Execution of Key Capital Allocation Initiatives

Achieves free cash flow target of $275 million and reaffirms full Fiscal 2026 guidance


MARYSVILLE, Ohio — September 15, 2026 — The Scotts Miracle-Gro Company (NYSE: SMG), the leading marketer of branded consumer lawn and garden products in North America, today announced the successful execution of key elements of its capital allocation strategy and reaffirmed confidence in achieving its Fiscal 2026 guidance.

The recent actions demonstrate continued execution of the Company’s disciplined capital allocation strategy. Among the completed actions:

Senior Notes Redemption: The Company redeemed all $250 million aggregate principal amount of its outstanding 5.250% senior notes due 2026. This redemption, completed on September 11, 2026, was funded through a combination of available revolver debt and planned fiscal year 2026 excess free cash flow.

Accounts Receivable Facility Renewal: The Company renewed its $750 million accounts receivable facility with JPMorgan Chase Bank, N.A., extending its maturity to August 31, 2027, providing consistent access to efficient liquidity.

Share Repurchases: The Company executed share repurchases totaling $25 million during the month of August, marking the start of the $500 million share repurchase program authorized by the Board of Directors. The timing and scale of future repurchases remain secondary to the Company’s commitment to ongoing debt reduction and will be subject to market conditions and other factors determined by management.

"We continue to accomplish what we set out to do," said Nate Baxter, president and chief executive officer. "Our focus remains on operational excellence and executing our SMG 2.0 multi-year strategy to drive sustainable and consistent growth. These actions reflect our commitments to disciplined capital allocation, maintaining financial flexibility and further enhancing our capital structure.”

Mark Scheiwer, chief financial officer and chief accounting officer, added, "Strengthening our balance sheet is a top priority, and we are pleased with the progress we have made in deleveraging. By optimizing our liquidity through our accounts receivable facility and deploying free cash flow to address our debt obligations, we are further strengthening our financial position to fund growth and return value to shareholders.

“The start of the share repurchase program reflects our confidence in the strength of our SMG 2.0 initiatives, our consistent annual free cash flow generation and the long-term value of our Company and our capital allocation strategy. Future share repurchases will be undertaken in alignment with our commitment to debt reduction and other financial priorities outlined in our mid-term growth algorithm for fiscal years 2027 through 2029.”





The Company will close its fiscal year on September 30, 2026, and announce full-year financial results on November 4, 2026.

Fiscal 2026 Outlook

In connection with today’s announcement, the Company has reaffirmed its previously provided Fiscal 2026 guidance, which includes:

U.S. Consumer net sales low single-digit growth
Non-GAAP adjusted gross margin of at least 32%
Non-GAAP adjusted net income per share from continuing operations of $4.30 to $4.45
Non-GAAP adjusted EBITDA mid single-digit growth
Free cash flow of $275 million, driving leverage ratio down to the high 3s

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.

For investor inquiries:
Brad Chelton
Vice President Treasury, Tax and Investor Relations
brad.chelton@scotts.com
(937) 309-2503
For media inquiries:
Tom Matthews
Chief Communications Officer
tom.matthews@scotts.com
(937) 844-3864


Filing Exhibits & Attachments

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