Financial Analysis

DEBT The components of debt are as follows: September 30, 2025 2024 Credit Facilities: Term loans $ 500.0 $ 625.0 Senior Notes due 2031 4.000% 500.0 500.0 Senior Notes due 2032 4.375% 400.0 400.0 Senior Notes due 2029 4.500% 450.0 450.0 Senior Notes due 2026 5.250% 250.0 250.0 Finance lease obligations 14.5 17.8 Other 5.2 Total debt 2,119.7 2,242.8 Less current portions 57.2 52.6 Less unamortized debt issuance costs 13.3 16.0 Long-term debt $ 2,049.2 $ 2,174.2 As of September 30, 2025, the Companys aggregate scheduled maturities of debt by fiscal year, excluding finance lease obligations, are as follows: 2026 $ 55.2 2027 700.0 2028 2029 2030 450.0 Thereafter 900.0 $ 2,105.2 Credit Facilities On April 8, 2022, the Company entered into the Sixth A&R Credit Agreement, which provided the Company and certain of its subsidiaries with five-year senior secured loan facilities in the aggregate principal amount of $2,500.0, comprised of a revolving credit facility of $1,500.0 and a term loan in the original principal amount of $1,000.0. At September 30, 2025, the Company had letters of credit outstanding in the aggregate principal amount of $83.1, and had $1,166.9 of borrowing availability under the Sixth A&R Credit Agreement. The weighted average interest rates on average borrowings under the credit facilities, excluding the impact of interest rate swaps, were 7.9%, 9.1% and 7.6% for fiscal 2025, fiscal 2024 and fiscal 2023, respectively. During fiscal 2025 and fiscal 2024, th …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

GOODWILL AND INTANGIBLE ASSETS, NET The following table displays a rollforward of the carrying amount of goodwill by reportable segment: U.S. Consumer Hawthorne Reportable Segment Total Goodwill $ 245.7 $ 617.0 $ 862.7 Accumulated impairment losses (1.8) (617.0) (618.8) Balance at September 30, 2023 243.9 243.9 Goodwill 245.7 617.0 862.7 Accumulated impairment losses (1.8) (617.0) (618.8) Balance at September 30, 2024 243.9 243.9 Goodwill 245.7 617.0 862.7 Accumulated impairment losses (1.8) (617.0) (618.8) Balance at September 30, 2025 $ 243.9 $ $ 243.9 The following table presents intangible assets, net of accumulated amortization and impairment charges: September 30, 2025 September 30, 2024 Gross Carrying Amount Accumulated Amortization/ Impairment Charges Net Carrying Amount Gross Carrying Amount Accumulated Amortization/ Impairment Charges Net Carrying Amount Finite-lived intangible assets: Trade names $ 320.5 $ (275.7) $ 44.8 $ 325.8 $ (272.8) $ 53.0 Customer relationships 246.3 (223.8) 22.5 253.1 (223.9) 29.2 Technology 50.1 (46.4) 3.7 50.2 (45.5) 4.7 Other 34.5 (27.6) 6.9 35.0 (27.0) 8.0 Total finite-lived intangible assets, net 77.9 94.9 Indefinite-lived intangible assets: Indefinite-lived trade names 168.2 168.2 Roundup marketing agreement amendment 155.7 155.7 Total indefinite-lived intangible assets 323.9 323.9 Total intangible assets, net $ 401.8 $ 418.8 As a result of the annual impairment testing for fiscal 2025 and 2024, the Company determined that no goodwill …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES The provision (benefit) for income taxes consisted of the following: Year Ended September 30, 2025 2024 2023 Current: Federal $ (5.4) $ 2.4 $ 3.7 State 2.5 2.5 0.6 Foreign 2.6 (5.3) 1.6 Total current (0.3) (0.4) 5.9 Deferred: Federal 60.3 11.6 (62.1) State 10.1 (3.8) (5.2) Foreign 6.4 3.9 (11.8) Total deferred 76.8 11.7 (79.1) Income tax expense (benefit) $ 76.5 $ 11.3 $ (73.2) The domestic and foreign components of income (loss) before income taxes were as follows: Year Ended September 30, 2025 2024 2023 Domestic $ 249.1 $ (10.8) $ (376.2) Foreign (27.4) (12.8) (77.1) Income (loss) before income taxes $ 221.7 $ (23.6) $ (453.3) A reconciliation of the federal corporate income tax rate and the effective tax rate on income (loss) before income taxes is summarized below: Year Ended September 30, 2025 2024 2023 Statutory income tax rate 21.0 % 21.0 % 21.0 % Effect of foreign operations 0.3 (2.0) 0.2 State taxes, net of federal benefit 5.5 8.0 3.2 Effect of other permanent differences 2.2 (32.8) (0.8) Research and Experimentation and other federal tax credits (0.3) 2.9 0.2 Effect of tax contingencies (0.5) 3.7 0.1 Change in valuation allowances 5.4 (57.4) (8.7) Other 0.9 8.7 1.0 Effective income tax rate 34.5 % (47.9) % 16.2 % Deferred income taxes arise from temporary differences between financial reporting and tax reporting bases of assets and liabilities, and operating loss and tax credit carryforwards for tax purposes. The components of the deferred income tax as …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES The Company leases certain property and equipment from third parties under various non-cancelable lease agreements, including industrial, commercial and office properties and equipment that support the management, manufacturing, distribution and research and development of products marketed and sold by the Company. The lease agreements generally require that the Company pay taxes, insurance and maintenance expenses related to the leased assets. At September 30, 2025, the Company had entered into operating leases that were yet to commence with a combined total expected lease liability of $69.3. From time to time, the Company will sublease portions of its facilities, resulting in sublease income. Sublease income and the related cash flows were not material to the consolidated financial statements for fiscal 2025. The Company leases certain vehicles (primarily cars and light trucks) under agreements that are cancellable after the first year, but typically continue on a month-to-month basis until canceled by the Company. The vehicle leases and certain other non-cancelable operating leases contain residual value guarantees that create a contingent obligation on the part of the Company to compensate the lessor if the leased asset cannot be sold for an amount in excess of a specified minimum value at the conclusion of the lease term. If all such vehicle leases had been canceled as of September 30, 2025, the Companys residual value guarantee would have approximated $4.1. Suppl …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-04, Liabilities Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU requires disclosure of the key terms of outstanding supplier finance programs and a roll-forward of the related obligations. The Company adopted the required disclosure of key terms for the fiscal year ended September 30, 2024 and the required roll-forward information for the fiscal year ended September 30, 2025. The adoption relates to disclosures only and does not have any impact on the Companys consolidated financial position, results of operations or cash flows. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker that are included within each reported measure of segment profit or loss, and also requires all annual disclosures currently required by Topic 280 to be included in interim periods. ASU No. 2023-07 is to be applied retrospectively for all periods presented in the financial statements. The Company adopted this guidance for the fiscal year ended September 30, 2025. The adoption relates to disclosures only and does not have any impact on the Companys consolidated financial position, r …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

RETIREMENT PLANS The Company sponsors a defined contribution 401(k) plan for substantially all U.S. associates. The Company matches 200% of associates initial 3% contribution and 50% of their remaining contribution up to 6%. The Company may make additional discretionary profit sharing matching contributions to eligible associates on their initial 4% contribution. The Company recorded expenses of $24.5, $23.7 and $24.1 associated with the plan in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. The Company sponsors two defined benefit pension plans for certain U.S. associates and three defined benefit pension plans associated with the former businesses in the United Kingdom and Germany. Benefits under these plans have been frozen and closed to new associates since 1997 for the U.S. plans, 2010 for the United Kingdom plans and 2017 for the Germany plan. The benefits under the plans are based on years of service and compensation levels. The Companys funding policy for the defined benefit pension plans, consistent with statutory requirements and tax considerations, is based on actuarial computations using the Projected Unit Credit method. During fiscal 2023 and 2021, the defined benefit pension plans associated with the former business in the United Kingdom entered into buy-in insurance policies in exchange for premium payments of $76.3 and $67.7, respectively, which are subject to adjustment as a result of subsequent data cleansing activities. Under the terms of these buy …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

REVENUE RECOGNITION Nature of Goods and Services The Companys revenue is primarily generated from sales of branded and private label lawn and garden care and indoor and hydroponic gardening finished products to home centers, mass merchandisers, warehouse clubs, large hardware chains, independent hardware stores, nurseries, garden centers, e-commerce platforms, food and drug stores, indoor gardening and hydroponic product distributors, retailers and growers. In addition to product sales, the Company acts as the exclusive agent of Monsanto for the marketing and distribution of certain of Monsantos consumer Roundup branded products in the United States and certain other specified countries, and performs certain other services under ancillary agreements with Monsanto. Refer to NOTE 19. SEGMENT INFORMATION for disaggregated revenue information and NOTE 6. MARKETING AGREEMENT for revenue information related to the Monsanto agreements. Identification and Satisfaction of Performance Obligations The Company recognizes product sales at a point in time when it transfers control of products to customers and has no further obligation to provide services related to such products. Control is the ability of customers to direct the use of and obtain the benefit from the Companys products. In evaluating the timing of the transfer of control of products to customers, the Company considers several control indicators, including significant risks and rewards of products, the Companys right to paym …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

SEGMENT INFORMATION The Company has three operating segments and two reportable segments: U.S. Consumer and Hawthorne. Management has chosen to organize the entity around differences in product categories and geographic areas. U.S. Consumer consists of the Companys consumer lawn and garden business in the United States. Hawthorne consists of the Companys indoor and hydroponic gardening business. Management has chosen to provide separate reportable segment disclosures for Hawthorne notwithstanding the fact that it does not meet any of the quantitative thresholds requiring such disclosure. The Companys Other operating segment primarily consists of the Companys consumer lawn and garden business in Canada and does not meet any of the quantitative thresholds requiring separate reportable segment disclosures. This identification of operating segments is consistent with how the segments are managed by the Chairman of the Board & Chief Executive Officer, who has been determined to be the chief operating decision maker (CODM) of the Company. In addition, Corporate consists of general and administrative expenses and certain other income and expense items not allocated to the Companys operating segments. The accounting policies of the segments are the same as those described in the Companys summary of significant accounting policies. The CODM uses Segment Profit (Loss), which is defined as income (loss) before income taxes, amortization, impairment, restructuring and other charges ( …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Scotts Miracle-Gro Company (Scotts Miracle-Gro) and its subsidiaries (collectively, with Scotts Miracle-Gro, the Company) are engaged in the manufacturing, marketing and sale of products for lawn and garden care and indoor and hydroponic gardening. The Companys products are primarily sold in North America. The Companys North America consumer lawn and garden business is highly seasonal, with more than 75% of its annual net sales occurring in the second and third fiscal quarters. Organization and Basis of Presentation The Companys consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of Scotts Miracle-Gro and its consolidated subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company consolidates all majority-owned subsidiaries and variable interest entities where the Company has been determined to be the primary beneficiary. The results of businesses acquired or disposed of are included in the consolidated financial statements from the date of each acquisition or up to the date of disposal, respectively. On March 14, 2025, the Company sold all of the issued and outstanding shares of capital stock of its formerly wholly-owned subsidiary The Hawthorne Collective, Inc. (THC) to Bad Dog Holdings LLC (BDH) in exchang …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

EQUITY (DEFICIT) Authorized and issued shares consisted of the following (in millions): September 30, 2025 2024 Preferred shares, no par value: Authorized 0.2 shares 0.2 shares Issued 0.0 shares 0.0 shares Common shares, no par value, $0.01 stated value per share: Authorized 100.0 shares 100.0 shares Issued 68.1 shares 68.1 shares In fiscal 1995, The Scotts Company merged with Sterns Miracle-Gro Products, Inc. (Miracle-Gro). At September 30, 2025, the former shareholders of Miracle-Gro, including the Hagedorn Partnership, L.P., owned approximately 23% of Scotts Miracle-Gros outstanding Common Shares and, therefore, have the ability to significantly influence the election of directors and other actions requiring the approval of Scotts Miracle-Gros shareholders. Under the terms of the merger agreement with Miracle-Gro, the former shareholders of Miracle-Gro may not collectively acquire, directly or indirectly, beneficial ownership of Voting Stock (as that term is defined in the Miracle-Gro merger agreement) representing more than 49% of the total voting power of the outstanding Voting Stock, except pursuant to a tender offer for 100% of that total voting power, which tender offer is made at a price per share which is not less than the market price per share on the last trading day before the announcement of the tender offer and is conditioned upon the receipt of at least 50% of the Voting Stock beneficially owned by shareholders of Scotts Miracle-Gro other than the former share …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

DEBT The components of debt are as follows: December 27, 2025 December 28, 2024 September 30, 2025 Credit Facilities: Revolving loans $ 427.0 $ 475.6 $ Term loans 500.0 612.5 500.0 Senior Notes due 2031 4.000% 500.0 500.0 500.0 Senior Notes due 2032 4.375% 400.0 400.0 400.0 Senior Notes due 2029 4.500% 450.0 450.0 450.0 Senior Notes due 2026 5.250% 250.0 250.0 250.0 Finance lease obligations 14.0 16.3 14.5 Other 1.3 2.3 5.2 Total debt 2,542.3 2,706.7 2,119.7 Less current portions 278.3 54.6 57.2 Less unamortized debt issuance costs 13.8 15.2 13.3 Long-term debt $ 2,250.2 $ 2,636.9 $ 2,049.2 Credit Facilities On November 21, 2025, the Company entered into a Seventh Amended and Restated Credit Agreement (the Seventh A&R Credit Agreement), providing the Company and certain of its subsidiaries with five-year senior secured loan facilities in the aggregate principal amount of $2,000.0, comprised of a revolving credit facility of $1,500.0 and a term loan in the original principal amount of $500.0. The Seventh A&R Credit Agreement also provides the Company with the right to seek additional committed credit under the agreement in an aggregate amount of up to $500.0 plus an unlimited additional amount, subject to certain specified financial and other conditions. The Seventh A&R Credit Agreement will be available for issuance of letters of credit up to $100.0 and will terminate on November 21, 2030. The terms of the Seventh A&R Credit Agreement include customary represe …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES The effective tax rates for the three months ended December 27, 2025 and December 28, 2024 were 24.5% and 27.3%, respectively. The effective tax rate used for interim reporting purposes is based on managements best estimate of factors impacting the effective tax rate for the full fiscal year and includes the impact of discrete items recognized in the quarter. There can be no assurance that the effective tax rate estimated for interim financial reporting purposes will approximate the effective tax rate determined at fiscal year-end. Scotts Miracle-Gro or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. Subject to the following exceptions, the Company is no longer subject to examination by these tax authorities for fiscal years prior to 2022. There are currently no ongoing audits with respect to the U.S. federal jurisdiction. With respect to foreign jurisdictions, a Canadian audit covering fiscal years 2020 through 2021 and a United Kingdom audit covering fiscal year 2023 are in process. The Company is currently under examination by certain U.S. state and local tax authorities covering various periods from fiscal years 2018 through 2022. In addition to the aforementioned audits, certain other tax deficiency notices and refund claims for previous years remain unresolved. The Company currently anticipates that few of its open and active audits will be resolved within the next twelve …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES The Company leases certain property and equipment from third parties under various non-cancelable lease agreements, including industrial, commercial and office properties and equipment that support the management, manufacturing, distribution and research and development of products marketed and sold by the Company. The lease agreements generally require that the Company pay taxes, insurance and maintenance expenses related to the leased assets. At December 27, 2025, the Company had entered into operating leases that were yet to commence with a combined total expected lease liability of $69.3. From time to time, the Company will sublease portions of its facilities, resulting in sublease income. Sublease income and the related cash flows were not material to the condensed consolidated financial statements for the three months ended December 27, 2025 and December 28, 2024. Supplemental balance sheet information related to the Companys leases was as follows: Balance Sheet Location December 27, 2025 December 28, 2024 September 30, 2025 Operating leases: Right-of-use assets Other assets $ 279.0 $ 251.2 $ 243.9 Current lease liabilities Other current liabilities 66.0 70.5 67.5 Non-current lease liabilities Other liabilities 247.2 205.3 192.6 Total operating lease liabilities $ 313.2 $ 275.8 $ 260.1 Finance leases: Right-of-use assets Property, plant and equipment, net $ 11.2 $ 13.6 $ 11.7 Current lease liabilities Current portion of debt 2.0 2.3 2.0 Non-current lease liabilit …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU primarily requires enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative and qualitative disclosures regarding income taxes paid. The new disclosure requirements are to be applied prospectively, with the option to apply retrospectively, and will be included in the Companys Annual Report on Form 10-K for the fiscal year ending September 30, 2026. The Company is currently evaluating the impact that the adoption of this guidance will have on the Companys disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disaggregated disclosures on an annual and interim basis, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the statement of operations. ASU No. 2024-03 is to be applied prospectively, with the option to apply the standard retrospectively, effective for the Companys fiscal year ending September 30, 2028, and interim periods within the fiscal year ending September 30, 2029. The Company is currently evaluating …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

SEGMENT INFORMATION As a result of the classification of the Hawthorne business as a discontinued operation, the Companys reportable segments for the fiscal quarter ended December 27, 2025 differ from prior periods. The prior period amounts have been reclassified to reflect the removal of Hawthorne as a reportable segment and from results of continuing operations. The Company has two operating segments: U.S. Consumer and Other; and one reportable segment: U.S. Consumer. Management has chosen to organize the entity primarily around differences in geographic areas. U.S. Consumer consists of the Companys consumer lawn and garden business in the United States. Other primarily consists of the Companys consumer lawn and garden business in Canada and does not meet any of the quantitative thresholds requiring separate reportable segment disclosures. This identification of operating segments is consistent with how the segments are managed by the Chief Executive Officer, who has been determined to be the chief operating decision maker (CODM) of the Company. The Company is not managed on a consolidated basis. In addition, Corporate consists of general and administrative expenses and certain other income and expense items not allocated to the Companys operating segments. The accounting policies of the segments are the same as those described in the Companys summary of significant accounting policies. The CODM uses Segment Profit (Loss), which is defined as income (loss) from continuing o …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Scotts Miracle-Gro Company (Scotts Miracle-Gro) and its subsidiaries (collectively, with Scotts Miracle-Gro, the Company) are engaged in the manufacturing, marketing and sale of products for lawn and garden care and indoor and hydroponic gardening. The Companys products are primarily sold in North America. The Companys North America consumer lawn and garden business is highly seasonal, with more than 75% of its annual net sales occurring in the second and third fiscal quarters. Organization and Basis of Presentation The Companys unaudited condensed consolidated financial statements for the three months ended December 27, 2025 and December 28, 2024 are presented in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements include the accounts of Scotts Miracle-Gro and its consolidated subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation. The Company consolidates all majority-owned subsidiaries and variable interest entities where the Company has been determined to be the primary beneficiary. The results of businesses acquired or disposed of are included in the condensed consolidated financial statements from the date of each acquisition or up to the date of disposal, respectively. In the opinion of management, interim results reflect all normal and recurring adjustments and are not n …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

EQUITY (DEFICIT) The following tables provide a summary of the changes in equity (deficit) for each of the periods indicated: Common Shares and Capital in Excess of Stated Value Retained Earnings Treasury Shares Accumulated Other Comprehensive Loss Total Equity (Deficit) Balance at September 30, 2025 $ 351.6 $ 294.7 $ (894.1) $ (109.7) $ (357.5) Net income (loss) (125.0) (125.0) Other comprehensive income (loss) 3.5 3.5 Share-based compensation 24.3 24.3 Dividends declared ($0.66 per share) (38.5) (38.5) Treasury share purchases (8.3) (8.3) Treasury share issuances (29.0) 29.9 0.9 Balance at December 27, 2025 $ 346.9 $ 131.2 $ (872.5) $ (106.2) $ (500.6) The sum of the components may not equal due to rounding. Common Shares and Capital in Excess of Stated Value Retained Earnings Treasury Shares Accumulated Other Comprehensive Loss Total Equity (Deficit) Balance at September 30, 2024 $ 362.0 $ 303.8 $ (949.1) $ (107.3) $ (390.6) Net income (loss) (69.5) (69.5) Other comprehensive income (loss) 2.5 2.5 Share-based compensation 31.4 31.4 Dividends declared ($0.66 per share) (38.5) (38.5) Treasury share purchases (15.6) (15.6) Treasury share issuances (44.3) 45.1 0.8 Balance at December 28, 2024 $ 349.1 $ 195.8 $ (919.6) $ (104.8) $ (479.5) The sum of the components may not equal due to rounding. Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss (AOCL) by component were as follows for each of the periods indicated: Three Months Ended Foreign Cur …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing