Every 8-K that The Scotts Miracle-Gro Company (SMG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SMG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SMG filings page.
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.
SCOTTS MIRACLE-GRO CO (SMG) reports a board change: on September 8, 2026, director Adam Hanft notified the company of his retirement from the Board of Directors, effective immediately. Hanft had been serving as a Class III director with a term scheduled to run until the company’s 2028 Annual Meeting of Shareholders.
The company states that its consulting relationship with Hanft Ideas LLC, where Adam Hanft is principal and Chief Executive Officer, will continue following his retirement from the Board, maintaining an advisory connection with him outside of his former director role.
SCOTTS MIRACLE-GRO CO (SMG) reports a leadership change in its executive team. On August 29, 2026, the company and Christopher J. Hagedorn agreed that he will depart his role as Executive Vice President & Chief Strategy Officer, effective September 30, 2026.
The report is filed under the category covering departures of certain officers and related arrangements, and does not provide additional details on succession, compensation changes, or reasons for the departure.
SCOTTS MIRACLE-GRO CO (SMG) has amended its Master Receivables Purchase Agreement with JPMorgan Chase Bank, N.A. to extend the receivables financing program. The Purchase Termination Date was moved from September 1, 2026 to August 31, 2027, maintaining the existing structure.
Under this receivables facility, the Sellers may sell, and JPMorgan may purchase on an uncommitted, weekly basis, up to $750 million of eligible customer accounts receivable generated from sales to five specified customers. The Scotts Company LLC, as Servicer, continues to service the sold receivables for a 20 basis point servicer fee. The facility remains non-recourse to the Sellers and the Company other than defined Recourse Obligations, which are supported by $75 million of standby letters of credit issued under the Company’s senior secured revolving facility. The Company continues to expect to use proceeds from receivables sales for general corporate purposes.
The Scotts Miracle-Gro Company reported third-quarter 2026 net sales of $1.17 billion, up 1% year over year. GAAP diluted EPS from continuing operations was $1.75, down 34%, reflecting impairment, restructuring and other non-recurring items, while diluted EPS including discontinued operations was $1.90.
On a non-GAAP basis, adjusted diluted EPS from continuing operations rose 8% to $2.82, and adjusted EBITDA was $246.3 million. Year-to-date, adjusted net income from continuing operations increased 16% to $390.2 million, even as GAAP net income declined 24% to $225.8 million, influenced by losses tied to the Hawthorne business divestiture.
Management raised full-year 2026 guidance for non-GAAP adjusted diluted EPS from continuing operations to $4.30 to $4.45 and reaffirmed expectations for low single-digit U.S. Consumer net sales growth, an adjusted gross margin of at least 32%, mid single-digit adjusted EBITDA growth, and free cash flow of $275 million. The net leverage ratio improved to 3.78x.
The Scotts Miracle-Gro Company announced a planned leadership succession, naming Nate (Nathan E.) Baxter as President and Chief Executive Officer, effective June 26, 2026, and electing him to the Board. Lead Independent Director Pete Shumlin was elected Chairman as long-time CEO and Chairman Jim Hagedorn resigned from the Board.
Baxter, 53, has been President & Chief Operating Officer since November 2024 and is a general partner of the Hagedorn Partnership, L.P., the company’s largest shareholder. His compensation includes a $1,100,000 base salary, a 150% target annual incentive, a $5,250,000 annual long-term incentive target and a one-time $2,000,000 restricted stock unit grant.
Under a Separation Agreement, Hagedorn will receive $17,400,000 (reduced by his accrued pension benefits) over 12 months instead of a lump-sum multiple of salary and bonus, plus $500,000 in aircraft support services and $150,000 for administrative support. He will also receive $3,600,000 over three years tied to non-compete and other post-employment covenants. The company reaffirmed its Fiscal 2026 outlook, including at least 32% non-GAAP adjusted gross margin, non-GAAP adjusted EPS of $4.15–$4.35, mid single-digit non-GAAP adjusted EBITDA growth and approximately $275 million of free cash flow.
The Scotts Miracle-Gro Company reported fiscal second quarter 2026 results showing higher sales, wider margins and stronger earnings from continuing operations. Net sales for the quarter were $1.46 billion, up 5% from $1.39 billion a year earlier.
GAAP gross margin was 41.8%, up from 39.0%, and income from continuing operations rose to $263.3 million, a 19% increase. Diluted EPS from continuing operations grew to $4.46, up 18%, while non-GAAP adjusted diluted EPS from continuing operations reached $4.53, up 13%. Adjusted EBITDA was $437.4 million, 9% above last year, and the net leverage ratio improved to 3.71x from 4.41x.
Discontinued operations, primarily the Hawthorne business, generated a quarterly loss of $24.7 million, and a six‑month loss of $102.0 million, weighing on total net income for the first half. For the six months ended March 28, 2026, net income was $113.6 million, down 23% from $148.0 million, despite stronger continuing operations.
The Company reaffirmed its fiscal 2026 outlook, including low single‑digit U.S. Consumer net sales growth, a 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, mid single‑digit non‑GAAP adjusted EBITDA growth, and free cash flow of $275 million aimed at reducing the leverage ratio into the high 3’s.
The Scotts Miracle-Gro Company has completed the divestiture of its Hawthorne Gardening subsidiary to Vireo Growth Inc. Hawthorne was sold for 213 million Vireo subordinate voting shares plus warrants to acquire 80 million additional Vireo shares.
Hawthorne, which supplies nutrients, lighting and other materials for indoor and hydroponic gardening in North America, is now owned by Vireo. ScottsMiracle-Gro reaffirmed its fiscal 2026 guidance, stating the divestiture does not change its full-year outlook and is expected to support margin recovery in its core North American consumer lawn and garden business.
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.
The Scotts Miracle-Gro Company reported results of its January 26, 2026 Annual Meeting, where shareholders approved an amendment and restatement of the Long-Term Incentive Plan to increase the maximum number of common shares available for grant by 2,750,000 Common Shares.
Shareholders elected four directors to terms ending at the 2029 annual meeting, approved on an advisory basis the compensation of named executive officers, and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending September 30, 2026. About 91% of the 58,007,149 Common Shares outstanding as of December 1, 2025 were represented, establishing a quorum. Beginning January 30, 2026, the company will use updated equity award agreement forms for employees and non-employee directors under the Long-Term Incentive Plan.
The Scotts Miracle-Gro Company filed a current report to note that it has released a news announcement covering its financial results for the three months ended December 27, 2025 and its financial condition as of that date. The company furnished this news release as Exhibit 99.1, making the detailed figures and commentary available through the attached exhibit rather than in the body of the report.
The Scotts Miracle-Gro Company entered a Seventh Amended and Restated Credit Agreement providing new five-year senior secured loan facilities totaling $2.0 billion, made up of a $1.5 billion revolving credit facility and a $500 million term loan. The new agreement replaces the prior $2.5 billion credit facilities and extends the final maturity to November 21, 2030, with proceeds available for working capital, general corporate purposes and refinancing the former credit agreement.
Initial interest on U.S. dollar loans is set at either the Alternate Base Rate plus a 0.75% spread for ABR loans or Adjusted Term SOFR plus a 1.75% spread for benchmark loans, with a 0.30% commitment fee on unused revolver commitments until quarter-end financials for December 27, 2025 are delivered. The facilities are guaranteed by certain domestic subsidiaries and secured by first-priority liens on key assets and equity interests, and include financial covenants requiring a maximum leverage ratio of 5.00 to 1.00 and minimum interest coverage between 3.00 to 1.00 and 3.50 to 1.00. Restricted payments are capped at $225 million per fiscal year when leverage exceeds 4.0 to 1.0.
The Scotts Miracle-Gro Company announced it will begin using a new form of restricted stock unit (RSU) award notice starting November 13, 2025. The notice will be used to grant awards to certain employees, including named executive officers, under the company’s Long‑Term Incentive Plan.
The filing includes the form as Exhibit 10.1. No financial statements or pro forma information accompany this update.
The Scotts Miracle-Gro Company filed a current report to share that it has released new financial information. On November 5, 2025, the company issued a news release covering its financial results for the three- and twelve-month periods ended September 30, 2025, and its financial condition as of that date. This news release is included as Exhibit 99.1 to the report and is incorporated by reference, meaning investors can find the detailed numbers and commentary in that exhibit. The filing is a standard update to keep shareholders informed about recent quarterly and full-year performance.
The Scotts Miracle-Gro Company entered into a Second Amendment to its Master Receivables Purchase Agreement with JPMorgan Chase Bank, N.A., extending the receivables purchase program’s Purchase Termination Date from September 1, 2025 to September 1, 2026. This keeps in place a financing facility that allows certain subsidiaries to sell customer receivables to JPMorgan.
Under the amended agreement, the sellers may sell, and JPMorgan may purchase on an uncommitted, weekly basis, up to $750 million of eligible accounts receivable generated from sales to five specified customers. The facility remains largely non-recourse to the sellers and the Company, aside from defined repurchase and indemnification obligations, which are supported by $75 million of standby letters of credit issued under the Company’s senior secured revolving facility. The Company continues to expect to use proceeds from receivables sales for general corporate purposes.
The Scotts Miracle-Gro Company (SMG) filed an 8-K disclosing a routine board transition. On 31 Jul 2025, Lt. Gen. (ret.) John R. Vines retired from the Board, citing no disagreements with the Company. Vines’ seat was due to expire at the 2027 annual meeting.
Effective 1 Aug 2025, the Board appointed Gen. (ret.) Austin Scott Miller as a Class II director, also naming him to the Nominating & Governance and Innovation & Technology Committees. The Board confirmed that Miller meets NYSE and SEC independence standards and has no material relationships with SMG other than his directorship.
As a non-employee director, Miller will receive prorated 2025 compensation: cash retainers totaling $47,917 and $87,500 in RSUs, which vest on 31 Jan 2026, subject to continued service or accelerated vesting upon death or disability. No other material items, financial statements, or pro forma data were included.