Scotts Miracle-Gro (NYSE: SMG) reclassifies Hawthorne as discontinued operations

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company filed an 8-K to reflect a major reporting change after deciding in the first quarter of fiscal 2026 that its Hawthorne business meets the criteria to be classified as held for sale. Hawthorne is now treated as a discontinued operation, and all prior periods have been recast accordingly.

The company furnished unaudited, revised GAAP and non-GAAP results for fiscal 2024 and 2025, including segment data and Adjusted EBITDA. For the twelve months ended September 30, 2025, revised net sales from continuing operations were $3,255.8 million, net income from continuing operations was $182.1 million, and Adjusted EBITDA was $569.7 million. The revised presentation increases the focus on the U.S. Consumer and Other businesses by removing Hawthorne’s results from continuing operations.

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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): February 20, 2026

_________________________________

The Scotts Miracle-Gro Company

(Exact name of registrant as specified in its charter)

_________________________________

Ohio			001-11593			31-1414921
(State or other jurisdiction			(Commission			(IRS Employer
of incorporation or organization)			File Number)			Identification No.)

14111 Scottslawn Road			Marysville			Ohio			43041
(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Shares, $0.01 stated value			SMG			NYSE

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
99.1			Unaudited Condensed, Consolidated Selected Financial Data
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 20, 2026			By:			/s/ MARK J. SCHEIWER
						Printed Name: Mark J. Scheiwer
						Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer

INDEX TO EXHIBITS

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

Exhibit 99.1

THE SCOTTS MIRACLE-GRO COMPANY
INDEX TO UNAUDITED, CONDENSED CONSOLIDATED SELECTED FINANCIAL DATA
			PAGE
Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items for the:
Fiscal Year Ended September 30, 2025			2
Three Months Ended September 30, 2025			3
Three Months Ended June 28, 2025			4
Three Months Ended March 29, 2025			5
Three Months Ended December 28, 2024			6
Fiscal Year Ended September 30, 2024			7
Three Months Ended September 30, 2024			8
Three Months Ended June 29, 2024			9
Three Months Ended March 30, 2024			10
Three Months Ended December 30, 2023			11
Summary of Revised Non-GAAP Disclosure Items			12
Revised Segments Results			13
Revised Reconciliation of Non-GAAP Adjusted EBITDA			14
Footnotes			15

1

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Twelve Months Ended September 30, 2025
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	3,413.1					$	3,255.8
Cost of sales												2,348.6						2,226.1
Cost of sales—impairment, restructuring and other												20.3						10.1
Gross margin												1,044.2						1,019.6						$	(10.1)					$	1,029.7
% of sales												30.6		%				31.3		%										31.6		%
Operating expenses:
Selling, general and administrative												603.4						563.8
Impairment, restructuring and other												63.4						35.2
Other expense, net												18.8						18.6
Income (loss) from operations												358.6						402.0						(45.3)						447.3
% of sales												10.5		%				12.3		%										13.7		%
Equity in (income) loss of unconsolidated affiliates												2.8						2.8						3.8						(1.0)
Interest expense												128.8						129.0
Other non-operating expense, net												5.3						5.3
Income (loss) from continuing operations before income taxes												221.7						264.9						(49.2)						314.1
Income tax expense (benefit) from continuing operations												76.5						82.8						(8.3)						91.1
Net income (loss) from continuing operations												145.2						182.1						(40.9)						223.0
Income (loss) from discontinued operations, net of tax												—						(36.9)
Net income (loss)												$	145.2					$	145.2
Basic net income (loss) per common share:						(3)
Continuing operations												$	2.52					$	3.16
Discontinued operations												—						(0.64)
Basic net income (loss) per common share												$	2.52					$	2.52
Diluted net income (loss) per common share:						(4)
Continuing operations												$	2.47					$	3.10					(0.70)						3.80
Discontinued operations												—						(0.63)
Diluted net income (loss) per common share												$	2.47					$	2.47
Common shares used in basic net income (loss) per share calculation												57.6						57.6
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						58.7						58.7												58.7

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

2

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Three Months Ended September 30, 2025
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	387.4					$	340.1
Cost of sales												359.7						322.3
Cost of sales—impairment, restructuring and other												4.2						1.5
Gross margin												23.5						16.3						$	(1.5)					$	17.7
% of sales												6.1		%				4.8		%										5.2		%
Operating expenses:
Selling, general and administrative												136.9						127.7
Impairment, restructuring and other												33.8						9.3
Other expense, net												2.9						3.1
Income (loss) from operations												(150.1)						(123.8)						(10.8)						(113.0)
% of sales												(38.7)		%				(36.4)		%										(33.2)		%
Equity in (income) loss of unconsolidated affiliates												12.3						12.3						3.8						8.5
Interest expense												26.8						26.8
Other non-operating expense, net												1.4						1.3
Income (loss) from continuing operations before income taxes												(190.6)						(164.2)						(14.6)						(149.6)
Income tax expense (benefit) from continuing operations												(38.8)						(36.9)						(1.2)						(35.7)
Net income (loss) from continuing operations												(151.8)						(127.3)						(13.4)						(113.9)
Income (loss) from discontinued operations, net of tax												—						(24.5)
Net income (loss)												$	(151.8)					$	(151.8)
Basic net income (loss) per common share:						(3)
Continuing operations												$	(2.63)					$	(2.21)
Discontinued operations												—						(0.42)
Basic net income (loss) per common share												$	(2.63)					$	(2.63)
Diluted net income (loss) per common share:						(4)
Continuing operations												$	(2.63)					$	(2.21)					(0.24)						(1.97)
Discontinued operations												—						(0.42)
Diluted net income (loss) per common share												$	(2.63)					$	(2.63)
Common shares used in basic net income (loss) per share calculation												57.7						57.7
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						57.7						57.7												57.7

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

3

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Three Months Ended June 28, 2025
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	1,188.0					$	1,159.3
Cost of sales												806.3						784.6
Cost of sales—impairment, restructuring and other												3.7						2.0
Gross margin												378.0						372.7						$	(2.0)					$	374.6
% of sales												31.8		%				32.1		%										32.3		%
Operating expenses:
Selling, general and administrative												153.4						144.8
Impairment, restructuring and other												2.4						(1.0)
Other expense, net												7.2						7.1
Income (loss) from operations												215.0						221.8						(0.9)						222.7
% of sales												18.1		%				19.1		%										19.2		%
Equity in (income) loss of unconsolidated affiliates												(25.3)						(25.3)						—						(25.3)
Interest expense												31.8						31.8
Other non-operating expense, net												1.2						1.3
Income (loss) from continuing operations before income taxes												207.3						214.0						(0.9)						214.9
Income tax expense (benefit) from continuing operations												58.2						59.3						(2.2)						61.5
Net income (loss) from continuing operations												149.1						154.7						1.3						153.4
Income (loss) from discontinued operations, net of tax												—						(5.6)
Net income (loss)												$	149.1					$	149.1
Basic net income (loss) per common share:						(3)
Continuing operations												$	2.58					$	2.68
Discontinued operations												—						(0.10)
Basic net income (loss) per common share												$	2.58					$	2.58
Diluted net income (loss) per common share:						(4)
Continuing operations												$	2.54					$	2.64					0.02						2.62
Discontinued operations												—						(0.10)
Diluted net income (loss) per common share												$	2.54					$	2.54
Common shares used in basic net income (loss) per share calculation												57.7						57.7
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						58.6						58.6												58.6

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

4

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Three Months Ended March 29, 2025
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	1,421.0					$	1,389.7
Cost of sales												865.8						842.3
Cost of sales—impairment, restructuring and other												7.3						5.3
Gross margin												547.9						542.1						$	(5.3)					$	547.4
% of sales												38.6		%				39.0		%										39.4		%
Operating expenses:
Selling, general and administrative												188.3						177.8
Impairment, restructuring and other												10.7						10.4
Other expense, net												4.2						4.2
Income (loss) from operations												344.7						349.7						(15.7)						365.4
% of sales												24.3		%				25.2		%										26.3		%
Equity in (income) loss of unconsolidated affiliates												5.9						5.9						—						5.9
Interest expense												36.6						36.6
Other non-operating expense, net												1.3						1.2
Income (loss) from continuing operations before income taxes												300.9						306.0						(15.7)						321.6
Income tax expense (benefit) from continuing operations												83.4						85.3						(2.7)						88.0
Net income (loss) from continuing operations												217.5						220.7						(12.9)						233.7
Income (loss) from discontinued operations, net of tax												—						(3.2)
Net income (loss)												$	217.5					$	217.5
Basic net income (loss) per common share:						(3)
Continuing operations												$	3.78					$	3.83
Discontinued operations												—						(0.05)
Basic net income (loss) per common share												$	3.78					$	3.78
Diluted net income (loss) per common share:						(4)
Continuing operations												$	3.72					$	3.78					(0.22)						4.00
Discontinued operations												—						(0.06)
Diluted net income (loss) per common share												$	3.72					$	3.72
Common shares used in basic net income (loss) per share calculation												57.6						57.6
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						58.4						58.4												58.4

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

5

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Three Months Ended December 28, 2024
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	416.8					$	366.6
Cost of sales												316.9						276.7
Cost of sales—impairment, restructuring and other												5.1						1.4
Gross margin												94.8						88.5						$	(1.4)					$	89.9
% of sales												22.7		%				24.1		%										24.5		%
Operating expenses:
Selling, general and administrative												124.8						113.5
Impairment, restructuring and other												16.5						16.5
Other expense, net												4.5						4.3
Income (loss) from operations												(51.0)						(45.8)						(18.0)						(27.8)
% of sales												(12.2)		%				(12.5)		%										(7.6)		%
Equity in (income) loss of unconsolidated affiliates												9.9						9.9						—						9.9
Interest expense												33.7						33.9
Other non-operating expense, net												1.3						1.3
Income (loss) from continuing operations before income taxes												(95.9)						(90.9)						(18.0)						(72.9)
Income tax expense (benefit) from continuing operations												(26.4)						(24.8)						(2.1)						(22.7)
Net income (loss) from continuing operations												(69.5)						(66.1)						(15.9)						(50.2)
Income (loss) from discontinued operations, net of tax												—						(3.4)
Net income (loss)												$	(69.5)					$	(69.5)
Basic net income (loss) per common share:						(3)
Continuing operations												$	(1.21)					$	(1.15)
Discontinued operations												—						(0.06)
Basic net income (loss) per common share												$	(1.21)					$	(1.21)
Diluted net income (loss) per common share:						(4)
Continuing operations												$	(1.21)					$	(1.15)					(0.28)						(0.88)
Discontinued operations												—						(0.06)
Diluted net income (loss) per common share												$	(1.21)					$	(1.21)
Common shares used in basic net income (loss) per share calculation												57.3						57.3
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						57.3						57.3												57.3

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

6

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Twelve Months Ended September 30, 2024
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	3,552.7					$	3,268.4
Cost of sales												2,618.7						2,367.9
Cost of sales—impairment, restructuring and other												83.5						11.7
Gross margin												850.5						888.8						$	(11.7)					$	900.5
% of sales												23.9		%				27.2		%										27.6		%
Operating expenses:
Selling, general and administrative												559.0						507.6
Impairment, restructuring and other												62.8						70.7
Other expense, net												19.9						20.8
Income (loss) from operations												208.8						289.7						(82.3)						372.1
% of sales												5.9		%				8.9		%										11.4		%
Equity in (income) loss of unconsolidated affiliates												68.1						68.1						61.9						6.2
Interest expense												158.8						157.6
Other non-operating expense, net												5.5						5.6
Income (loss) from continuing operations before income taxes												(23.6)						58.4						(144.2)						202.6
Income tax expense (benefit) from continuing operations												11.3						31.1						(26.7)						57.7
Net income (loss) from continuing operations												(34.9)						27.3						(117.6)						144.9
Income (loss) from discontinued operations, net of tax												—						(62.2)
Net income (loss)												$	(34.9)					$	(34.9)
Basic net income (loss) per common share:						(3)
Continuing operations												$	(0.61)					$	0.48
Discontinued operations												—						(1.09)
Basic net income (loss) per common share												$	(0.61)					$	(0.61)
Diluted net income (loss) per common share:						(4)
Continuing operations												$	(0.61)					$	0.47					(2.04)						2.51
Discontinued operations												—						(1.07)
Diluted net income (loss) per common share												$	(0.61)					$	(0.60)
Common shares used in basic net income (loss) per share calculation												56.8						56.8
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						56.8						57.7												57.7

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

7

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Three Months Ended September 30, 2024
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	414.7					$	336.0
Cost of sales												427.5						357.5
Cost of sales—impairment, restructuring and other												16.8						7.9
Gross margin												(29.6)						(29.4)						$	(7.9)					$	(21.5)
% of sales												(7.1)		%				(8.8)		%										(6.4)		%
Operating expenses:
Selling, general and administrative												117.6						102.6
Impairment, restructuring and other												68.7						68.7
Other expense, net												0.1						0.6
Income (loss) from operations												(216.0)						(201.3)						(76.6)						(124.7)
% of sales												(52.1)		%				(59.9)		%										(37.1)		%
Equity in (income) loss of unconsolidated affiliates												61.6						61.6						51.5						10.1
Interest expense												33.1						32.0
Other non-operating expense, net												1.4						1.4
Income (loss) from continuing operations before income taxes												(312.1)						(296.3)						(128.0)						(168.3)
Income tax expense (benefit) from continuing operations												(68.1)						(66.9)						(25.4)						(41.5)
Net income (loss) from continuing operations												(244.0)						(229.4)						(102.6)						(126.8)
Income (loss) from discontinued operations, net of tax												—						(14.6)
Net income (loss)												$	(244.0)					$	(244.0)
Basic net income (loss) per common share:						(3)
Continuing operations												$	(4.29)					$	(4.03)
Discontinued operations												—						(0.26)
Basic net income (loss) per common share												$	(4.29)					$	(4.29)
Diluted net income (loss) per common share:						(4)
Continuing operations												$	(4.29)					$	(4.03)					(1.80)						(2.23)
Discontinued operations												—						(0.26)
Diluted net income (loss) per common share												$	(4.29)					$	(4.29)
Common shares used in basic net income (loss) per share calculation												56.9						56.9
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						56.9						56.9												56.9

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

8

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Three Months Ended June 29, 2024
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	1,202.2					$	1,136.2
Cost of sales												850.6						799.0
Cost of sales—impairment, restructuring and other												(2.5)						2.3
Gross margin												354.1						334.9						$	(2.3)					$	337.2
% of sales												29.5		%				29.5		%										29.7		%
Operating expenses:
Selling, general and administrative												147.9						136.2
Impairment, restructuring and other												(0.8)						0.4
Other expense, net												6.9						7.2
Income (loss) from operations												200.1						191.1						(2.8)						193.9
% of sales												16.6		%				16.8		%										17.1		%
Equity in (income) loss of unconsolidated affiliates												(23.0)						(23.0)						—						(23.0)
Interest expense												38.8						38.7
Other non-operating expense, net												1.3						1.4
Income (loss) from continuing operations before income taxes												183.0						174.0						(2.8)						176.8
Income tax expense (benefit) from continuing operations												50.9						48.7						3.6						45.1
Net income (loss) from continuing operations												132.1						125.3						(6.4)						131.7
Income (loss) from discontinued operations, net of tax												—						6.8
Net income (loss)												$	132.1					$	132.1
Basic net income (loss) per common share:						(3)
Continuing operations												$	2.33					$	2.21
Discontinued operations												—						0.12
Basic net income (loss) per common share												$	2.33					$	2.33
Diluted net income (loss) per common share:						(4)
Continuing operations												$	2.28					$	2.16					(0.11)						2.27
Discontinued operations												—						0.12
Diluted net income (loss) per common share												$	2.28					$	2.28
Common shares used in basic net income (loss) per share calculation												56.8						56.8
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						58.0						58.0												58.0

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

9

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Three Months Ended March 30, 2024
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	1,525.4					$	1,462.3
Cost of sales												986.8						930.3
Cost of sales—impairment, restructuring and other												74.9						(0.5)
Gross margin												463.7						532.5						$	0.5					$	532.0
% of sales												30.4		%				36.4		%										36.4		%
Operating expenses:
Selling, general and administrative												178.7						167.9
Impairment, restructuring and other												2.1						(0.2)
Other expense, net												10.8						10.8
Income (loss) from operations												272.1						354.0						0.8						353.2
% of sales												17.8		%				24.2		%										24.2		%
Equity in (income) loss of unconsolidated affiliates												7.0						7.0						—						7.0
Interest expense												44.1						44.0
Other non-operating expense, net												1.2						1.3
Income (loss) from continuing operations before income taxes												219.8						301.7						0.8						300.9
Income tax expense (benefit) from continuing operations												62.3						85.0						(0.7)						85.6
Net income (loss) from continuing operations												157.5						216.7						1.5						215.3
Income (loss) from discontinued operations, net of tax												—						(59.2)
Net income (loss)												$	157.5					$	157.5
Basic net income (loss) per common share:						(3)
Continuing operations												$	2.77					$	3.82
Discontinued operations												—						(1.05)
Basic net income (loss) per common share												$	2.77					$	2.77
Diluted net income (loss) per common share:						(4)
Continuing operations												$	2.74					$	3.78					0.03						3.75
Discontinued operations												—						(1.04)
Diluted net income (loss) per common share												$	2.74					$	2.74
Common shares used in basic net income (loss) per share calculation												56.8						56.8
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						57.4						57.4												57.4

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

10

THE SCOTTS MIRACLE-GRO COMPANY

Revised Results of Operations and Reconciliation of Non-GAAP Disclosure Items (5)

(In millions, except per share data)

(Unaudited)

												Three Months Ended December 30, 2023
						Footnotes						Previously Reported (GAAP) (1)						Revised Reported (GAAP) (2)						Impairment, Restructuring and Other						Adjusted (Non- GAAP)
Net sales												$	410.4					$	333.9
Cost of sales												354.0						281.2
Cost of sales—impairment, restructuring and other												(5.8)						2.0
Gross margin												62.2						50.7						$	(2.0)					$	52.7
% of sales												15.2		%				15.2		%										15.8		%
Operating expenses:
Selling, general and administrative												114.8						100.9
Impairment, restructuring and other												(7.1)						1.8
Other expense, net												1.8						2.1
Income (loss) from operations												(47.3)						(54.1)						(3.7)						(50.3)
% of sales												(11.5)		%				(16.2)		%										(15.1)		%
Equity in (income) loss of unconsolidated affiliates												22.5						22.5						10.4						12.1
Interest expense												42.8						42.8
Other non-operating expense, net												1.6						1.6
Income (loss) from continuing operations before income taxes												(114.2)						(121.0)						(14.2)						(106.8)
Income tax expense (benefit) from continuing operations												(33.7)						(35.7)						(4.2)						(31.5)
Net income (loss) from continuing operations												(80.5)						(85.3)						(10.0)						(75.3)
Income (loss) from discontinued operations, net of tax												—						4.8
Net income (loss)												$	(80.5)					$	(80.5)
Basic net income (loss) per common share:						(3)
Continuing operations												$	(1.42)					$	(1.50)
Discontinued operations												—						0.08
Basic net income (loss) per common share												$	(1.42)					$	(1.42)
Diluted net income (loss) per common share:						(4)
Continuing operations												$	(1.42)					$	(1.50)					(0.17)						(1.33)
Discontinued operations												—						0.08
Diluted net income (loss) per common share												$	(1.42)					$	(1.42)
Common shares used in basic net income (loss) per share calculation												56.7						56.7
Common shares and potential common shares used in diluted net income (loss) per share calculation						(4) (5)						56.7						56.7												56.7

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

11

THE SCOTTS MIRACLE-GRO COMPANY

Summary of Revised Non-GAAP Disclosure Items (2) (5)

(In millions, except per share data)

(Unaudited)

						Three Months Ended																								Twelve Months Ended
						December 28, 2024						March 29, 2025						June 28, 2025						September 30, 2025						September 30, 2025
Summary of Non-GAAP Financial Measures:
Adjusted gross margin						$	89.9					$	547.4					$	374.6					$	17.7					$	1,029.7
Adjusted gross margin as a % of sales						24.5		%				39.4		%				32.3		%				5.2		%				31.6		%
Adjusted income (loss) from operations						(27.8)						365.4						222.7						(113.0)						447.3
Adjusted income (loss) from operations as a % of sales						(7.6)		%				26.3		%				19.2		%				(33.2)		%				13.7		%
Adjusted equity in income (loss) of unconsolidated affiliates						(9.9)						(5.9)						25.3						(8.5)						1.0
Adjusted income (loss) from continuing operations before income taxes						(72.9)						321.6						214.9						(149.6)						314.1
Adjusted income tax expense (benefit) from continuing operations						(22.7)						88.0						61.5						(35.7)						91.1
Adjusted net income (loss) from continuing operations						(50.2)						233.7						153.4						(113.9)						223.0
Adjusted diluted net income (loss) per common share from continuing operations						(0.88)						4.00						2.62						(1.97)						3.80
Adjusted EBITDA						0.9						401.6						253.5						(86.1)						569.7

						Three Months Ended																								Twelve Months Ended
						December 30, 2023						March 30, 2024						June 29, 2024						September 30, 2024						September 30, 2024
Summary of Non-GAAP Financial Measures:
Adjusted gross margin						$	52.7					$	532.0					$	337.2					$	(21.5)					$	900.5
Adjusted gross margin as a % of sales						15.8		%				36.4		%				29.7		%				(6.4)		%				27.6		%
Adjusted income (loss) from operations						(50.3)						353.2						193.9						(124.7)						372.1
Adjusted income (loss) from operations as a % of sales						(15.1)		%				24.2		%				17.1		%				(37.1)		%				11.4		%
Adjusted equity in income (loss) of unconsolidated affiliates						(12.1)						(7.0)						23.0						(10.1)						(6.2)
Adjusted income (loss) from continuing operations before income taxes						(106.8)						300.9						176.8						(168.3)						202.6
Adjusted income tax expense (benefit) from continuing operations						(31.5)						85.6						45.1						(41.5)						57.7
Adjusted net income (loss) from continuing operations						(75.3)						215.3						131.7						(126.8)						144.9
Adjusted diluted net income (loss) per common share from continuing operations						(1.33)						3.75						2.27						(2.23)						2.51
Adjusted EBITDA						(21.2)						394.5						228.5						(96.5)						505.2

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

12

THE SCOTTS MIRACLE-GRO COMPANY

Revised Segment Results (2) (5)

(In millions)

(Unaudited)

						Three Months Ended																								Twelve Months Ended
						December 28, 2024						March 29, 2025						June 28, 2025						September 30, 2025						September 30, 2025
Net Sales:
U.S. Consumer reportable segment						$	340.9					$	1,311.5					$	1,030.2					$	311.2					$	2,993.7
Other						25.7						78.2						129.1						28.9						262.1
Consolidated						$	366.6					$	1,389.7					$	1,159.3					$	340.1					$	3,255.8
Segment Profit (Loss) (Non-GAAP):
U.S. Consumer reportable segment						$	9.8					$	392.1					$	235.2					$	(65.8)					$	571.3
Other						(3.1)						9.0						16.9						(9.8)						13.1
Corporate						(33.9)						(35.0)						(28.7)						(36.7)						(134.4)
Intangible asset amortization						(0.6)						(0.7)						(0.7)						(0.7)						(2.7)
Impairment, restructuring and other						(18.0)						(15.7)						(0.9)						(10.8)						(45.3)
Equity in income (loss) of unconsolidated affiliates						(9.9)						(5.9)						25.3						(12.3)						(2.8)
Interest expense						(33.9)						(36.6)						(31.8)						(26.8)						(129.0)
Other non-operating expense, net						(1.3)						(1.2)						(1.3)						(1.3)						(5.3)
Income (loss) from continuing operations before income taxes (GAAP)						$	(90.9)					$	306.0					$	214.0					$	(164.2)					$	264.9

						Three Months Ended																								Twelve Months Ended
						December 30, 2023						March 30, 2024						June 29, 2024						September 30, 2024						September 30, 2024
Net Sales:
U.S. Consumer reportable segment						$	306.7					$	1,379.8					$	1,017.5					$	309.7					$	3,013.7
Other						27.2						82.5						118.7						26.3						254.7
Consolidated						$	333.9					$	1,462.3					$	1,136.2					$	336.0					$	3,268.4
Segment Profit (Loss) (Non-GAAP):
U.S. Consumer reportable segment						$	(15.4)					$	385.7					$	210.0					$	(82.8)					$	497.5
Other						(5.5)						5.7						11.2						(8.9)						2.5
Corporate						(28.3)						(37.1)						(26.2)						(31.9)						(123.5)
Intangible asset amortization						(1.2)						(1.1)						(1.1)						(1.1)						(4.5)
Impairment, restructuring and other						(3.7)						0.8						(2.8)						(76.6)						(82.3)
Equity in income (loss) of unconsolidated affiliates						(22.5)						(7.0)						23.0						(61.6)						(68.1)
Interest expense						(42.8)						(44.0)						(38.7)						(32.0)						(157.6)
Other non-operating expense, net						(1.6)						(1.3)						(1.4)						(1.4)						(5.6)
Income (loss) from continuing operations before income taxes (GAAP)						$	(121.0)					$	301.7					$	174.0					$	(296.3)					$	58.4

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

13

THE SCOTTS MIRACLE-GRO COMPANY

Revised Reconciliation of Non-GAAP Adjusted EBITDA (2) (5)

(In millions)

(Unaudited)

						Three Months Ended																								Twelve Months Ended
						December 28, 2024						March 29, 2025						June 28, 2025						September 30, 2025						September 30, 2025
Calculation of Adjusted EBITDA:
Net income (loss) (GAAP)						$	(69.5)					$	217.5					$	149.1					$	(151.8)					$	145.2
Income tax expense (benefit) from continuing operations						(24.8)						85.3						59.3						(36.9)						82.8
(Income) loss from discontinued operations, net of tax						3.4						3.2						5.6						24.5						36.9
Interest expense						33.9						36.6						31.8						26.8						129.0
Depreciation						14.8						14.7						14.5						14.6						58.6
Amortization						0.6						0.7						0.7						0.7						2.7
Impairment, restructuring and other						18.0						15.7						0.9						10.8						45.3
Equity in (income) loss of unconsolidated affiliates						9.9						5.9						(25.3)						12.3						2.8
Share-based compensation expense						14.6						22.0						16.9						12.9						66.4
Adjusted EBITDA (Non-GAAP)						$	0.9					$	401.6					$	253.5					$	(86.1)					$	569.7

						Three Months Ended																								Twelve Months Ended
						December 30, 2023						March 30, 2024						June 29, 2024						September 30, 2024						September 30, 2024
Calculation of Adjusted EBITDA:
Net income (loss) (GAAP)						$	(80.5)					$	157.5					$	132.1					$	(244.0)					$	(34.9)
Income tax expense (benefit) from continuing operations						(35.7)						85.0						48.7						(66.9)						31.1
(Income) loss from discontinued operations, net of tax						(4.8)						59.2						(6.8)						14.6						62.2
Interest expense						42.8						44.0						38.7						32.0						157.6
Depreciation						15.0						14.5						15.2						15.1						59.7
Amortization						1.2						1.1						1.1						1.1						4.5
Impairment, restructuring and other						3.7						(0.8)						2.8						76.6						82.3
Equity in (income) loss of unconsolidated affiliates						22.5						7.0						(23.0)						61.6						68.1
Interest income						(0.1)						(0.2)						(0.1)						(0.1)						(0.5)
Share-based compensation expense						14.7						27.2						19.8						13.5						75.1
Adjusted EBITDA (Non-GAAP)						$	(21.2)					$	394.5					$	228.5					$	(96.5)					$	505.2

Note: See accompanying footnotes.

The sum of the components may not equal due to rounding.

14

THE SCOTTS MIRACLE-GRO COMPANY

Footnotes

(1)Previously reported results of operations reflect the Company’s consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as previously disclosed in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q for each respective period.

(2)Revised reported results of operations are derived from the Company’s historical consolidated financial statements, as recast to classify the Hawthorne business as a discontinued operation in accordance with GAAP.

(3)Basic net income (loss) per common share amounts are calculated by dividing net income (loss) from continuing operations and discontinued operations by the weighted average number of common shares outstanding during the period.

(4)Diluted net income (loss) per common share amounts are calculated by dividing net income (loss) from continuing operations and discontinued operations by the weighted average number of common shares, plus all potential dilutive securities (common stock options, performance shares, performance units, restricted stock and restricted stock units) outstanding during the period.

(5)Reconciliation of Non-GAAP Measures

Use of Non-GAAP Measures

To supplement the financial measures prepared in accordance with GAAP, the Company uses non-GAAP financial measures. The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in the tables above. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than the Company, limiting the usefulness of those measures for comparative purposes.

In addition to GAAP measures, management uses these non-GAAP financial measures to evaluate the Company’s performance, engage in financial and operational planning, determine incentive compensation and monitor compliance with the financial covenants contained in the Company’s borrowing agreements because it believes that these non-GAAP financial measures provide additional perspective on and, in some circumstances are more closely correlated to, the performance of the Company’s underlying, ongoing business.

Management believes that these non-GAAP financial measures are useful to investors in their assessment of operating performance and the valuation of the Company. In addition, these non-GAAP financial measures address questions routinely received from analysts and investors and, in order to ensure that all investors have access to the same data, management has determined that it is appropriate to make this data available to all investors. Non-GAAP financial measures exclude the impact of certain items (as further described below) and provide supplemental information regarding operating performance. By disclosing these non-GAAP financial measures, management intends to provide investors with a supplemental comparison of operating results and trends for the periods presented. Management believes these non-GAAP financial measures are also useful to investors as such measures allow investors to evaluate performance using the same metrics that management uses to evaluate past performance and prospects for future performance.

15

THE SCOTTS MIRACLE-GRO COMPANY

Footnotes

Exclusions from Non-GAAP Financial Measures

Non-GAAP financial measures reflect adjustments based on the following items:

•Impairments, which are excluded because they do not occur in or reflect the ordinary course of the Company’s ongoing business operations and their exclusion results in a metric that provides supplemental information about the sustainability of operating performance.

•Restructuring and employee severance costs, which include charges for discrete projects or transactions that fundamentally change the Company’s operations and are excluded because they are not part of the ongoing operations of its underlying business, which includes normal levels of reinvestment in the business.

•Costs related to refinancing, which are excluded because they do not typically occur in the normal course of business and may obscure analysis of trends and financial performance. Additionally, the amount and frequency of these types of charges is not consistent and is significantly impacted by the timing and size of debt financing transactions.

•Discontinued operations and other unusual items, which include costs or gains related to discrete projects or transactions and are excluded because they are not comparable from one period to the next and are not part of the ongoing operations of the Company’s underlying business.

The tax effect for each of the items listed above is determined using the tax rate and other tax attributes applicable to the item and the jurisdiction(s) in which the item is recorded.

Definitions of Non-GAAP Financial Measures

The reconciliations of non-GAAP disclosure items include the following financial measures that are not calculated in accordance with GAAP:

Adjusted gross margin: Gross margin excluding impairment, restructuring and other charges / recoveries.

Adjusted income (loss) from operations: Income (loss) from operations excluding impairment, restructuring and other charges / recoveries.

Adjusted equity in income (loss) of unconsolidated affiliates: Equity in income / loss of unconsolidated affiliates excluding impairment charges.

Adjusted income (loss) from continuing operations before income taxes: Income (loss) from continuing operations before income taxes excluding impairment, restructuring and other charges / recoveries, costs related to refinancing and certain other non-operating income / expense items.

Adjusted income tax expense (benefit) from continuing operations: Income tax expense (benefit) from continuing operations excluding the tax effect of impairment, restructuring and other charges / recoveries, costs related to refinancing and certain other non-operating income / expense items.

Adjusted net income (loss) from continuing operations: Net income (loss) from continuing operations excluding impairment, restructuring and other charges / recoveries, costs related to refinancing and certain other non-operating income / expense items, each net of tax.

Adjusted diluted net income (loss) per common share from continuing operations: Diluted net income (loss) per common share from continuing operations excluding impairment, restructuring and other charges / recoveries, costs related to refinancing and certain other non-operating income / expense items, each net of tax.

Adjusted EBITDA: Net income (loss) before interest, taxes, depreciation and amortization as well as certain other items such as discontinued operations, the impact of the cumulative effect of changes in accounting, costs associated with debt refinancing and other non-recurring or non-cash items affecting net income (loss). A form of Adjusted EBITDA is used in agreements governing the Company’s outstanding indebtedness for debt covenant compliance purposes. Adjusted EBITDA as used in those agreements includes additional adjustments to the Adjusted EBITDA presented in the reconciliations above which may decrease or increase Adjusted EBITDA for purposes of the Company’s financial covenants.

16

FAQ

What did Scotts Miracle-Gro (SMG) change in this 8-K filing?

Scotts Miracle-Gro reclassified its Hawthorne business as a discontinued operation and recast prior financials. The 8-K provides revised GAAP and non-GAAP results for fiscal 2024 and 2025, including updated segment data and Adjusted EBITDA, to reflect this new presentation.

How does the Hawthorne reclassification affect Scotts Miracle-Gro’s reported results?

Hawthorne’s results are removed from continuing operations and shown as discontinued operations. This changes historical net sales, margins, and earnings from continuing operations, giving investors a clearer view of the ongoing U.S. Consumer and Other businesses on a comparable basis.

What were Scotts Miracle-Gro’s revised fiscal 2025 net sales from continuing operations?

For the twelve months ended September 30, 2025, Scotts Miracle-Gro’s revised net sales from continuing operations were $3,255.8 million. These figures exclude the Hawthorne business, which is now classified as a discontinued operation and reported separately from ongoing activities.

What is Scotts Miracle-Gro’s revised fiscal 2025 Adjusted EBITDA?

For fiscal 2025, Scotts Miracle-Gro reported revised Adjusted EBITDA of $569.7 million. This non-GAAP measure adjusts GAAP net income for interest, taxes, depreciation, amortization, Hawthorne discontinued operations, and other specified items to highlight performance of continuing operations.

How did Scotts Miracle-Gro’s revised 2025 net income from continuing operations change?

Revised net income from continuing operations for the year ended September 30, 2025 was $182.1 million. The company also reported Adjusted net income from continuing operations of $223.0 million, which excludes impairment, restructuring, and other specified non-GAAP adjustments.

What segment information did Scotts Miracle-Gro provide with the Hawthorne reclassification?

The company supplied revised segment results for its U.S. Consumer and Other categories. For fiscal 2025, U.S. Consumer net sales were $2,993.7 million, while Other contributed $262.1 million, aligning segment data with the new discontinued-operations treatment for Hawthorne.

Why does Scotts Miracle-Gro use non-GAAP measures like Adjusted EBITDA?

Management uses non-GAAP measures to evaluate performance, plan operations, set incentives, and monitor debt covenants. These metrics remove items such as impairments, restructuring, refinancing costs, and discontinued operations to highlight trends in the underlying ongoing business.

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