Every material Form 8-K Scotts Miracle-Gro has filed with the SEC since August 05, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Scotts Miracle-Gro reported results for the fourth quarter and fiscal year ended September 30, 2026, and gave fiscal 2027 guidance. Full-year net sales rose 1% and adjusted EPS from continuing operations rose 18%, but fourth-quarter net sales fell 11% and the operating loss widened, so results point in mixed directions for shareholders.
Fiscal 2026 net sales were $3.29 billion, up 1%; fourth-quarter net sales were $302.9 million, down 11% from $340.1 million.
Fiscal 2026 adjusted diluted EPS from continuing operations was $4.48, up 18%; GAAP diluted EPS from continuing operations was $3.30, up 6%.
Fourth-quarter loss from operations was $143.0 million, compared with $123.8 million a year earlier.
Fiscal 2027 guidance calls for adjusted EPS of $4.70 to $4.90 and free cash flow of approximately $275 million.
Christopher J. Hagedorn, the company's Executive Vice President & Chief Strategy Officer, is leaving on September 30, 2026, under a Separation Agreement signed October 13, 2026. The agreement provides 24 months of salary, a bonus amount equal to 2.0 times his target bonus, and other benefits, and forfeits his unvested equity awards.
Departure date: September 30, 2026; separation agreement signed October 13, 2026
Severance includes 24 months of salary and a bonus amount equal to 2.0 times his target bonus, paid in two installments
Unvested stock options and performance units granted in 2024, 2025 and 2026 are forfeited; 57,033 options granted November 16, 2023 vested in full
Incentive payout for fiscal 2026 is scheduled for November 2026 and will depend on actual performance results
Scotts Miracle-Gro said director Adam Hanft notified the company on September 8, 2026, that he is retiring from its board effective immediately. His Class III term was set to run until the 2028 annual meeting. The filing says the company's consulting relationship with Hanft Ideas LLC, where Hanft is principal and chief executive, will continue.
Adam Hanft retired from the board effective immediately; notice given September 8, 2026
His Class III term was set to expire at the 2028 Annual Meeting of Shareholders
Consulting relationship with Hanft Ideas LLC continues after his resignation
Filing dated September 11, 2026, signed by Dimiter Todorov, Chief Legal Officer and Corporate Secretary
Scotts Miracle-Gro said Executive Vice President and Chief Strategy Officer Christopher J. Hagedorn will leave the role, with the departure effective September 30, 2026, under an agreement reached August 29, 2026. The filing does not give a reason for the departure or name a successor.
Christopher J. Hagedorn is departing as Executive Vice President and Chief Strategy Officer.
Agreement reached August 29, 2026; departure effective September 30, 2026.
The filing does not name a replacement or describe any compensation terms.
Scotts Miracle-Gro's subsidiaries and JPMorgan Chase Bank amended their receivables purchase agreement, extending the facility's purchase termination date from September 1, 2026 to August 31, 2027. The uncommitted facility allows sales of up to $750 million in receivables from five specified customers, and the company says it expects to use the proceeds for general corporate purposes.
Purchase termination date extended from September 1, 2026 to August 31, 2027, under an amendment dated August 24, 2026
Facility allows sale of up to $750 million of receivables from five specified customers on an uncommitted, weekly basis
Recourse obligations are backed by $75 million in standby letters of credit under the company's senior secured revolving facility
Seller continues as servicer for a 20 basis point servicer fee
Scotts Miracle-Gro reported results for the quarter ended June 27, 2026, and raised its full-year non-GAAP adjusted EPS from continuing operations guidance to $4.30 to $4.45, up from $4.15 to $4.35. Third-quarter net sales rose 1% to $1.17 billion, but GAAP diluted EPS from continuing operations fell 34% to $1.75 on impairment, restructuring and other items, so shareholders face a higher non-GAAP outlook alongside larger GAAP charges and lower gross margin.
Full-year non-GAAP adjusted diluted EPS from continuing operations guidance raised to $4.30 to $4.45, from $4.15 to $4.35.
Third-quarter net sales of $1.17 billion, up 1%; GAAP diluted EPS from continuing operations of $1.75, down 34%.
Third-quarter adjusted diluted EPS of $2.82, up 8%; GAAP gross margin rate of 31.2%, down 90 basis points on higher freight and commodity costs.
Free cash flow of $275 million and mid single-digit adjusted EBITDA growth reaffirmed; Nate Baxter was announced as president and CEO on June 29.
Scotts Miracle-Gro's board named Nathan E. Baxter president and chief executive officer, effective June 26, 2026, and elected him to the board. Jim Hagedorn, CEO since 2001 and chairman since 2003, resigned from the board, and Lead Independent Director Peter Shumlin was elected chairman. The company reaffirmed its fiscal 2026 guidance in the same announcement.
Nathan E. (Nate) Baxter, 53, has been president and chief operating officer since November 2024; his base salary is $1,100,000 with a 150% target incentive.
Baxter will receive a true-up restricted stock unit grant with a grant date value of $2,000,000, and an annual long-term incentive target of $5,250,000 for the upcoming fiscal year.
Hagedorn's separation payment is $17,400,000, reduced by the value of his accrued pension benefit and paid over twelve months, plus $500,000 in aircraft-related services and $150,000 for administrative support.
The company reaffirmed fiscal 2026 guidance, including non-GAAP adjusted net income per share from continuing operations of $4.15 to $4.35.
Scotts Miracle-Gro reported second-quarter fiscal 2026 results for the three months ended March 28, 2026, with net sales of $1.46 billion, up 5%, and GAAP diluted earnings per share from continuing operations of $4.46, up 18%. The company reaffirmed its fiscal 2026 guidance, including non-GAAP adjusted EPS of $4.15 to $4.35, and said net leverage fell to 3.71x from 4.41x a year earlier. Shareholders should note that the Hawthorne business, now classified as discontinued, produced a $24.7 million quarterly loss and a $102.0 million six-month loss, which reduced six-month net income by 23%.
Net sales were $1,459.5 million in the quarter versus $1,389.7 million a year earlier, up 5%.
GAAP diluted EPS from continuing operations was $4.46 versus $3.78; non-GAAP adjusted diluted EPS was $4.53 versus $4.00, up 13%.
Loss from discontinued operations (Hawthorne) was $24.7 million in the quarter and $102.0 million for six months; six-month net income was $113.6 million, down 23%.
Fiscal 2026 guidance reaffirmed: non-GAAP adjusted EPS of $4.15 to $4.35 and free cash flow of $275 million; net leverage is expected to fall to the high 3s.
Scotts Miracle-Gro filed revised historical financial data that reclassifies its Hawthorne business as a discontinued operation after the business met held-for-sale criteria in the first quarter of fiscal 2026. The recast changes how sales, continuing operations and per-share results are presented for fiscal 2024 and 2025, but the filing does not change the company's reported total net income for those periods.
Fiscal 2025 net sales are revised to $3,255.8 million from $3,413.1 million previously reported.
Fiscal 2025 diluted income from continuing operations is revised to $3.10 per share from $2.47 previously reported, with a $36.9 million loss from discontinued operations.
Fiscal 2025 GAAP net income remains $145.2 million, and the revisions are filed alongside the Form 10-Q for the period ended December 27, 2025, filed February 4, 2026.
At its January 26, 2026 annual meeting, Scotts Miracle-Gro shareholders approved an amendment and restatement of the Long-Term Incentive Plan that adds 2,750,000 common shares available for grants to participants. Shareholders also elected four directors to terms expiring in 2029 and approved executive compensation on an advisory basis. The larger share pool allows more equity awards, which can dilute existing shareholders.
Plan amendment adds 2,750,000 common shares for grants; the plan vote was 30,015,373 for and 17,031,657 against, with 256,479 abstentions.
Shareholders elected James Hagedorn, Edith Avilés, Roberto Candelino and Mark D. Kingdon as directors, with terms expiring at the 2029 annual meeting.
Advisory vote on named executive officer compensation was approved: 39,606,777 for and 7,422,471 against.
Beginning January 30, 2026, the company will use new award agreement forms for employee and non-employee director equity grants.
Scotts Miracle-Gro reported first-quarter net sales of $354.4 million, down 3% from a year earlier, and a net loss of $125.0 million, compared with $69.5 million a year earlier. The larger loss reflects a $77.2 million loss from discontinued operations tied to Hawthorne, which is being sold to Vireo Growth, Inc. The company reaffirmed its fiscal 2026 guidance and authorized a $500 million share repurchase program, with repurchases expected to begin in late 2026.
Net sales were $354.4 million, down 3% from $366.6 million in the prior-year quarter.
Net loss from continuing operations narrowed to $47.8 million, or $0.83 per share, from $66.1 million, or $1.15 per share; total net loss was $125.0 million, or $2.16 per share.
Hawthorne sale to Vireo Growth, Inc. is in advanced discussions, with closing anticipated in the fiscal second quarter.
Board approved a share repurchase program of up to $500 million; fiscal 2026 guidance, including $275 million of free cash flow, was reaffirmed.
On November 21, 2025, Scotts Miracle-Gro entered a Seventh Amended and Restated Credit Agreement providing $2.0 billion of five-year senior secured loans, made up of a $1.5 billion revolving credit facility and a $500 million term loan. The new agreement replaces the Sixth Amended and Restated Credit Agreement dated April 8, 2022, which provided $2.5 billion, and the proceeds may be used to refinance amounts outstanding under the former agreement.
New facilities total $2.0 billion: a $1.5 billion revolver and a $500 million term loan, terminating November 21, 2030.
The prior agreement from April 8, 2022 totaled $2.5 billion, including a $1.0 billion term loan.
Leverage ratio must not exceed 5.00 to 1.00 from the fiscal quarter ending December 27, 2025; restricted payments above a 4.0 to 1.0 leverage ratio are capped at $225 million per fiscal year.
Initial spread is 1.75% on term benchmark and RFR loans and 0.75% on ABR loans until financial statements for the fiscal quarter ending December 27, 2025 are delivered.
Scotts Miracle-Gro said that beginning November 13, 2025, it will use a new form of restricted stock unit award notice for awards to certain employees, including named executive officers, under its Long-Term Incentive Plan. The filing describes an administrative change to equity award paperwork and does not report any change in officers or directors.
Effective date: beginning November 13, 2025
Awards cover certain employees, including named executive officers, under The Scotts Miracle-Gro Company Long-Term Incentive Plan
The new form is filed as Exhibit 10.1, titled Form of Fiscal Year Incentive RSU Award Notice
Scotts Miracle-Gro reported fiscal 2025 results for the year ended September 30, 2025, with net sales down 4% to $3.41 billion from $3.55 billion. GAAP diluted EPS was $2.47, compared with a loss of $0.61 a year earlier, and adjusted EPS rose to $3.74 from $2.29. The company also gave fiscal 2026 guidance calling for adjusted EPS of $4.15 to $4.35, which matters to shareholders as a benchmark for next year's earnings.
Fiscal 2025 net sales were $3,413.1 million, down from $3,552.7 million; fourth-quarter net sales fell 7% to $387.4 million
GAAP diluted EPS was $2.47 for fiscal 2025 versus a loss of $0.61 in fiscal 2024; adjusted diluted EPS was $3.74 versus $2.29
Fourth-quarter net loss narrowed to $151.8 million from $244.0 million a year earlier
Fiscal 2026 guidance includes adjusted EPS of $4.15 to $4.35 and free cash flow of $275 million
Scotts Miracle-Gro amended its uncommitted receivables facility with JPMorgan Chase Bank, extending the purchase termination date from September 1, 2025 to September 1, 2026. The facility lets the company sell up to $750 million of receivables from five specified customers on a weekly basis, and the filing says the company expects to use the proceeds for general corporate purposes.
Purchase termination date extended from September 1, 2025 to September 1, 2026; the amendment is dated August 28, 2025
Facility allows sales of up to $750 million of receivables from five specified customers, on an uncommitted and weekly basis
Standby letters of credit of $75 million support recourse obligations; the company's Performance Undertaking dated October 27, 2023 remains in place
Scotts Miracle-Gro said director John R. Vines retired from its board on July 31, 2025, and the board appointed retired General Austin Scott Miller to fill the vacancy effective August 1, 2025. The filing says Vines' departure was not due to any disagreement with the company, and it describes the change as a routine board refresh with no reported effect on financial results.
John R. Vines notified the company of his retirement on July 31, 2025; he will serve as Board member emeritus in an advisory role.
Austin Scott Miller was appointed as a Class II director effective August 1, 2025, with a term expiring at the 2027 annual meeting.
Miller joins the Nominating and Governance Committee and the Innovation & Technology Committee and was determined to be independent under NYSE and SEC rules.
Miller's 2025 pro-rated director pay includes $47,917 in cash retainer payments and restricted stock units with a grant date value of $87,500.
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