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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.
SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, received a grant of 3.911 shares of Phantom Stock on 2026-07-27. Each phantom share represents the right to receive one common share or its cash value and is payable in cash after employment terminates. Following this award, Scheiwer holds 1,408.604 Phantom Stock shares directly. The transaction is reported as a grant or award acquisition and is not designated as made under a Rule 10b5‑1 trading plan.
Scotts Miracle-Gro director Stephen L. Johnson received a stock-based compensation award. He acquired 105 Common Shares on July 1, 2026 as a grant, described as a “grant, award, or other acquisition.” The shares were valued at $68.57 each, issued as Deferred Stock Units in lieu of a cash retainer of $7,188.
Following this grant, Johnson directly holds 31,350 Common Shares. This filing reflects routine director compensation paid in stock rather than a market purchase or sale.
SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, reported routine ownership updates on Common Shares. The Form 4 shows an “other” transaction coded J involving 2.862 shares at $52.4200 per share, leaving him with 15,383.955 Common Shares held directly.
He also reported 493.482 Common Shares held indirectly through a 401(K) Plan. The filing does not show any open-market buys or sells, but rather minor administrative or restructuring activity affecting a small number of shares relative to his total reported holdings.
SCOTTS MIRACLE-GRO CO executive vice president and chief of staff Christopher Hagedorn reported an “other” Form 4 transaction involving 4.14 common shares at $52.42 per share. The event is classified as a restructuring entry and leaves him holding 57,548.0284 common shares directly.
Miaritis Nick reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO executive Nick Miaritis, EVP & Chief Brand Officer, reported an equity compensation award on a Form 4. He received 16,043 Common Shares at a stated price of $0.00 per share as a grant, rather than an open-market purchase.
Following this award, his direct holdings increased to 22,274 Common Shares. This reflects a routine stock-based compensation grant to a senior officer, not a cash transaction in the market.
SCOTTS MIRACLE-GRO CO President and CEO Nathan Eric Baxter reported equity compensation and ownership updates. On 2026-07-01, he received a grant of 29,168 Common Shares at $0.0000 per share as a “grant, award, or other acquisition,” bringing his direct holdings to 90,377.1778 Common Shares.
A prior 2026-06-30 entry labeled as “other acquisition or disposition” covered 95.383 Common Shares at $52.4200, after which direct holdings were 61,209.1778 Common Shares. He also reports an indirect interest in 36,993.0000 Common Shares held through Hagedorn Partnership, L.P., reflecting his proportionate and family pecuniary interests.
SCOTTS MIRACLE-GRO CO director Brian E. Sandoval received a grant of 420 Common Shares as compensation. The Form 4 shows these Deferred Stock Units were issued in lieu of a cash retainer of $28,750, effectively converting his board fees into equity.
Each unit was valued at $68.57 per share on the grant date. Following this award, Sandoval directly holds 19,615 Common Shares. This is a routine, compensation-related equity grant rather than an open-market share purchase or sale.
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.
SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, received a small phantom stock award. On this Form 4, he acquired 10.562 shares of phantom stock tied to the company’s common shares at a reference price of $71.01 per share.
Following this grant, Scheiwer holds a total of 1,404.693 phantom stock units directly. Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or its cash value, and the units are payable in cash after his employment with the company ends. He may transfer these phantom units into an alternative investment at any time.