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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.
Scotts Miracle-Gro President and COO Nathan Eric Baxter, a more than 10% owner, reported routine changes in his holdings of Common Shares. On April 28, 2026, an F-code tax-withholding disposition of 5,897 shares at $65.38 per share was recorded to satisfy obligations by delivering shares, leaving him with 60,916.8818 Common Shares held directly.
The filing also shows a prior J-code “other” transaction on March 31, 2026 involving 91.458 shares at $54.67, after which his direct holdings stood at 66,813.8818 shares. In addition, he is reported as having an indirect interest in 36,993 Common Shares through Hagedorn Partnership, L.P., reflecting his and certain family members’ proportionate interests.
SCOTTS MIRACLE-GRO CO executive Christopher Hagedorn, EVP & Chief of Staff, reported a small internal share restructuring. A Form 4 entry coded as an “other” transaction (J) covered 3.969 Common Shares at $54.67 per share, leaving him with 57,535.3424 directly held shares.
Scheiwer Mark J reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer reported routine equity-related updates. As EVP, CFO & CAO, he received a grant of 11.037 Phantom Stock units at $67.95 per unit, each representing the right to one common share or its cash value.
These phantom stock units are payable in cash after his employment ends, and he may move them into alternative investments at any time. Following this award, his phantom stock balance is 1,365.84 units. A separate code J entry shows 2.744 Common Shares at $54.67, with total direct common share holdings of 15,375.186 shares, plus 493.482 shares held indirectly through a 401(k) plan.
HAGEDORN JAMES reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO Chairman & CEO James Hagedorn received a grant of 1,226.377 phantom stock units on Common Shares at $67.95 per unit. These phantom stock units are payable in cash after his employment ends and each represents the value of one common share or its cash equivalent.
He also reported a small other transaction involving 36.583 Common Shares, leaving 88,591.5658 Common Shares held directly. Indirectly, he has a proportionate interest in 997,910 Common Shares through Hagedorn Partnership, L.P. and 31,533.6400 Common Shares through a 401(k) plan.
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.
Johnson Stephen L reported acquisition or exercise transactions in this Form 4 filing.
Scotts Miracle-Gro director Stephen L. Johnson corrected a previously reported stock award. An earlier Form 4 accidentally left out a grant of 6 Common Shares issued under a board retainer deferral election. As clarified, he actually received 118 Common Shares instead of the 112 originally reported, and now holds 31,245 Common Shares directly.
Sandoval Brian E reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO director Brian E. Sandoval reported receiving a grant of 472 Common Shares on April 1, 2026 at a price of $61.01 per share. After this compensation-related award, he directly owns 19,195 Common Shares of the company.
Johnson Stephen L reported acquisition or exercise transactions in this Form 4 filing.
Scotts Miracle-Gro director Stephen L. Johnson received a stock-based retainer grant valued at $7,188. He was awarded 112 Common Shares on the form’s reported date at a reference price of $61.01 per share, issued as Deferred Stock Units in lieu of a cash retainer. Following this grant, Johnson directly holds 31,239 Common Shares, so the award represents a small addition to his existing ownership and reflects routine director compensation rather than an open-market purchase.
Scotts Miracle-Gro Chairman & CEO James Hagedorn settled compensation-related phantom stock into common shares in a routine transaction. On March 30, 2026, he exercised 1,720.158 phantom stock units, receiving an equal number of common shares at a conversion price of $0.00 per share.
Of the resulting 1,720 common shares, 637 shares were withheld at $60.202 per share to cover tax obligations, a non-market “F” code tax-withholding disposition. After these transactions, he directly holds 88,554.9828 common shares and 238,673.3600 phantom stock units, indicating a primarily administrative change in how his compensation is held.