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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to The Scotts Miracle-Gro Company
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
SECOND AMENDMENT TO MASTER RECEIVABLES PURCHASE AGREEMENT Exhibit 10.1 SECOND AMENDMENT TO MASTER RECEIVABLES PURCHASE AGREEMENT This Second Amendment dated as of August 28, 2025 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of October 27, 2023, among The Scotts Miracle-Gro Company, as the Seller Representative and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewe |
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| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 (August 28, 2025) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| August 6, 2025 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of June 28, 2025, guarantors of the Company's 5. |
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| August 6, 2025 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of June 28, 2025, are located at the left margin, each subsidiary tier thereunder is indented. |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scotts |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 (July 31, 2025) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission |
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| August 5, 2025 |
Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Announces Changes to Board of Directors Retired Lt. General John R. Vines retires from Board; former General Scott Miller named to open seat MARYSVILLE, Ohio, August 5, 2025 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden products as well as a leader in indoor and hydroponic |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer of |
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| July 30, 2025 |
Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Drives EBITDA and EPS Growth in Third Quarter; Gross Margin Improvement and Increase in U.S. Consumer Net Sales Fuel Gains •Company reaffirms full-year non-GAAP fiscal 2025 guidance •U.S. Consumer net sales increased 1 percent and POS units increased 6 percent in fiscal third quarter •GAAP gross margin rate of 31.8 percent and non- |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBERS 033-47073; 333-154364 A.Full title |
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| May 7, 2025 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of March 29, 2025, guarantors of the Company's 5. |
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| May 7, 2025 |
Consulting Agreement, dated February 4, 2025, between The Scotts Company LLC and Hanft Ideas LLC The Scotts Company LLC Exhibit 10 February 4, 2025 Mr. Adam Hanft Chief Executive Officer Hanft Ideas LLC 50 Astor Lane Sands Point, New York 11050 [email protected] Dear Adam: This letter sets forth our agreement (the “Agreement”) regarding a consulting engagement between Hanft Ideas and The Scotts Company LLC (“Scotts” or the “Company”). For the purposes of this Agreement, the term “Contractor |
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| May 7, 2025 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of March 29, 2025, are located at the left margin, each subsidiary tier thereunder is indented. |
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| May 7, 2025 |
Insider Trading Policy of The Scotts Miracle-Gro Company & Subsidiaries Exhibit 19 THE SCOTTS MIRACLE-GRO COMPANY & SUBSIDIARIES CORPORATE POLICY W-LG-1 INSIDER TRADING POLICY To: All Scotts Associates Date: May 1, 2025 From: Mark J. |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scott |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 14111 Scottslawn Road, Marysville, Ohio 43041 (Address o |
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| April 30, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer o |
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| April 30, 2025 |
ScottsMiracle-Gro Reports Second Quarter Results; Gross Margin Improvement Drives EBITDA Growth Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Reports Second Quarter Results; Gross Margin Improvement Drives EBITDA Growth •Company reaffirms full-year U.S. Consumer segment net sales, consolidated adjusted gross margin and adjusted EBITDA and free cash flow guidance •Consumer POS units were up 12 percent through first half; 60 percent of full-year consumer takeaway expected |
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| April 28, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2025 (April 28, 2025) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commissio |
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| April 28, 2025 |
ScottsMiracle-Gro CEO Reports Strong POS Unit Gains During CNBC Mad Money Appearance Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro CEO Reports Strong POS Unit Gains During CNBC Mad Money Appearance MARYSVILLE, Ohio, April 28, 2025 – The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden products as well as a leader in indoor and hydroponic growing products, reported that Chairman and CEO Jim Hagedorn announced d |
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| February 13, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) The Scotts Miracle-Gro Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Shares, without par value 457(h) 300,000 $66. |
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| February 13, 2025 |
The Scotts Miracle-Gro Company Discounted Stock Purchase Plan Exhibit 99.1 THE SCOTTS MIRACLE-GRO COMPANY DISCOUNTED STOCK PURCHASE PLAN (Amended and Restated Effective January 27, 2025) 1.00 PURPOSE This Plan is intended to foster and promote the Company’s long-term financial success and to increase shareholder value by [1] providing Participants an opportunity to acquire an ownership interest in the Company and [2] enabling the Company to attract and retai |
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| February 13, 2025 |
As filed with the Securities and Exchange Commission on February 13, 2025 Registration No. |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 28, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Sc |
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| February 5, 2025 |
Separation Agreement and Release of All Claims by and between The EXHIBIT 10.2 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS NOTICE: READ BEFORE YOU SIGN! This agreement contains a RELEASE. We advise that you consult an ATTORNEY. THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into by and between Matthew E. Garth (“Employee”) and The Scotts Company LLC (“Company”); WHEREAS, Employee’s last day of employment with Company sha |
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| January 31, 2025 |
ScottsMiracle-Gro Appoints Nick Miaritis to Board of Directors Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Appoints Nick Miaritis to Board of Directors MARYSVILLE, Ohio, January 31, 2025 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydroponic growing products, today announced that Nick Miaritis has been named to its Board of Directors. Miaritis is chief c |
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| January 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 (January 27, 2025) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| January 29, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer |
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| January 29, 2025 |
Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Reports First Quarter Results; Company Well Positioned for 2025 Lawn & Garden Season •U.S. Consumer net sales increased 11 percent driven by strong fall lawn and garden campaign and retailer support for 2025 spring season •Consumer POS, which represents less than 10 percent of the full-year, was up 12 percent in dollars and 13 perc |
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| January 10, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) The Scotts Miracle-Gro Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registrat |
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| January 10, 2025 |
As filed with the Securities and Exchange Commission on January 10, 2025 As filed with the Securities and Exchange Commission on January 10, 2025 Registration No. |
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| January 10, 2025 |
Statement of Eligibility of Trustee on Form T-1 of Trustee under the Senior Indenture Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) £ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 91-18 |
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| December 18, 2024 |
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 18, 2024 |
DEFA14A 1 a2024-smgdefa14axnoticeanda.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commissi |
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| November 26, 2024 |
Exhibit 97 THE SCOTTS MIRACLE-GRO COMPANY & SUBSIDIARIES EXECUTIVE OFFICER CLAWBACK POLICY GENERAL POLICY: Executive Officer Clawback Policy. |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11 |
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| November 26, 2024 |
Powers of Attorney of Executive Officers and Directors of The Scotts Miracle-Gro Company Exhibit 24 POWER OF ATTORNEY The undersigned director of The Scotts Miracle-Gro Company, an Ohio corporation (the “Corporation”), which anticipates filing with the Securities and Exchange Commission, Washington, D. |
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| November 26, 2024 |
Gro Company on November 26, 2024 Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Announces Executive Team Changes Two key executives elevated to advance next phase of growth strategy; CFO to depart December 31; Transition plan in place MARYSVILLE, Ohio, November 26, 2024 – The Scotts Miracle-Gro Company (NYSE: SMG), the world’s largest marketer of branded consumer lawn and garden as well as a leader in indoor and hy |
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| November 26, 2024 |
Insider Trading Policy of The Scotts Miracle-Gro Company & Subsidiaries Exhibit 19 THE SCOTTS MIRACLE-GRO COMPANY & SUBSIDIARIES CORPORATE POLICY W-LG-1 INSIDER TRADING POLICY To: All Scotts Associates Date: April 22, 2024 From: Matthew E. |
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| November 26, 2024 |
Exhibit 4.5 November 26, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: The Scotts Miracle-Gro Company – Annual Report on Form 10-K for the fiscal year ended September 30, 2024 Ladies and Gentlemen: The Scotts Miracle-Gro Company, an Ohio corporation (“Scotts Miracle-Gro”), is today filing its Annual Report on Form 10-K for the fiscal year ended September 30, |
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| November 26, 2024 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of September 30, 2024, are located at the left margin, each subsidiary tier thereunder is indented. |
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| November 26, 2024 |
Exhibit 4.6 DESCRIPTION OF CAPITAL STOCK As of September 30, 2024, The Scotts Miracle-Gro Company (“Scotts,” the “Company,” “we,” “us” or “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common shares, without par value (our “common shares”). The following summary describes the material features of our common shares and our pref |
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| November 26, 2024 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of September 30, 2024, guarantors of the Company's 5. |
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| November 26, 2024 |
Exhibit 10.10 Summary of Compensation for Nonemployee Directors of The Scotts Miracle-Gro Company Effective as of January 22, 2024 At the meeting of the Board of Directors (the “Board”) of The Scotts Miracle-Gro Company (the “Company”) held on January 22, 2024, the Board approved the recommendations of the Nominating and Governance Committee of the Board (the “Committee”) with respect to compensat |
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| November 6, 2024 |
ScottsMiracle-Gro Reports Fiscal 2024 Fourth Quarter and Full-Year Results Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Reports Fiscal 2024 Fourth Quarter and Full-Year Results •U.S. Consumer fiscal 2024 sales up 6 percent in line with guidance; POS units up 9 percent year-over-year •Full-year GAAP gross margin rate of 23.9 percent; Non-GAAP adjusted gross margin rate up 340 basis points excluding one-time charges of 80 basis points •Full-year GAAP |
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| November 6, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer |
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| November 5, 2024 |
ScottsMiracle-Gro Appoints Rob Candelino to Board of Directors Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Appoints Rob Candelino to Board of Directors MARYSVILLE, Ohio, November 5, 2024 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydroponic growing products, today announced that Rob Candelino has been named to its Board of Directors. Candelino is CEO of |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 (November 4, 2024) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| November 5, 2024 |
Form of Fiscal Year 2024 Incentive RSU Award Agreement Exhibit 10.1 Granted To: Associate ID: Award Type: Grant Date: THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN FY24 EQUITY INCENTIVE RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EXECUTIVE OFFICERS This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR RESTRICTED STOCK UNITS. In lieu of a cash incentive pay |
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| September 4, 2024 |
Exhibit 10.2 FIRST AMENDMENT TO MASTER RECEIVABLES PURCHASE AGREEMENT This First Amendment dated as of September 1, 2024 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of October 27, 2023, among The Scotts Miracle-Gro Company, as the Seller Representative and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewe |
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| September 4, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 (September 1, 2024) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Com |
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| September 4, 2024 |
Exhibit 10.1 Facility Extension Request September 1, 2024 JPMorgan Chase Bank, N.A., as Purchaser Attention: Jason Benson 575 Washington Blvd, Jersey City, NJ 07310 Reference is hereby made to that certain Master Receivables Purchase Agreement, dated as October 27, 2023, by and among, inter alios, The Scotts Company LLC (the “Seller”) and JPMorgan Chase Bank, N.A. (the “Purchaser”) (as it may be a |
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| August 7, 2024 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of June 29, 2024, are located at the left margin, each subsidiary tier thereunder is indented. |
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| August 7, 2024 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of June 29, 2024, guarantors of the Company's 5. |
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| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scotts |
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| August 7, 2024 |
Exhibit 10 AMENDMENT NO. 3 Dated as of June 11, 2024 To SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 8, 2022 THIS AMENDMENT NO. 3 (this “Amendment”) is made as of June 11, 2024 by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”) and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), under that certain Sixth Amended and Res |
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| July 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer of |
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| July 31, 2024 |
ScottsMiracle-Gro Reports Fiscal 2024 Third Quarter Results Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Reports Fiscal 2024 Third Quarter Results •U.S. Consumer third quarter net sales of $1 billion exceed prior year by 11 percent; Consumer engagement shows strength with unit POS up 10 percent year-to-date •Third quarter GAAP gross margin rate of 29.5 percent improves 1,110 bps over prior year; Non-GAAP adjusted gross margin rate of |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBERS 033-47073; 333-154364 A.Full title |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 14111 Scottslawn Road, Marysville, Ohio 43041 (Address o |
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| May 8, 2024 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of March 30, 2024, guarantors of the Company's 5. |
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| May 8, 2024 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of March 30, 2024, are located at the left margin, each subsidiary tier thereunder is indented. |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scott |
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| May 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer of i |
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| May 1, 2024 |
ScottsMiracle-Gro Reports Second Quarter Results Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Reports Second Quarter Results •Strong first half 2024 execution has Company on pace for full-year targets •U.S. Consumer second quarter net sales of $1.38B equal record high •Q2 2024 GAAP gross margin of 30.4% and non-GAAP adjusted gross margin of 35.3% reflect 350 and 60 basis point improvements, respectively •Strong free cash fl |
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| April 26, 2024 |
April 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Washington, D. |
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| April 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 (April 4, 2024) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission |
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| April 4, 2024 |
ScottsMiracle-Gro Provides Update on Fiscal 2024 Second Quarter Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Provides Update on Fiscal 2024 Second Quarter MARYSVILLE, Ohio, April 04, 2024 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydroponic growing products, today announced that it expects to achieve a second-quarter net leverage ratio around 7 times adj |
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| February 15, 2024 |
Exhibit 10.1 Granted To: [] Associate ID: [] Award Type: [] Grant Date: [] THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT / CASH UNIT AWARD AGREEMENT FOR EMPLOYEES (with related Dividend Equivalents) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR PERFORMANCE UNITS. You have bee |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 (February 15, 2024) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Com |
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| February 13, 2024 |
SMG / The Scotts Miracle-Gro Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01885-scottsmiraclegrocomp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Scotts Miracle-Gro Company Class A Title of Class of Securities: Common Stock CUSIP Number: 810186106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropr |
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| February 13, 2024 |
SC 13G/A 1 fp0086862-44sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 4)* SCOTTS MIRACLE-GRO COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 810186106 (CUSIP Number) Decembe |
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| February 9, 2024 |
February 9, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Washington, D. |
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| February 7, 2024 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of December 30, 2023, are located at the left margin, each subsidiary tier thereunder is indented. |
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| February 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer |
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| February 7, 2024 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of December 30, 2023, guarantors of the Company's 5. |
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| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Sc |
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| February 7, 2024 |
Exhibit 10.9 Granted To: Associate ID: Award Type: Grant Date: THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES (with related Dividend Equivalents) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR RESTRICTED STOCK UNITS. You have been granted [Num |
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| February 7, 2024 |
ScottsMiracle-Gro Reports First Quarter Results Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Reports First Quarter Results •Early Season Lawn and Garden Performance In-line with Expectations •Company Reaffirms Full-year Non-GAAP Adjusted Gross Margin Improvement of 250 bps and Full-year Non-GAAP Adjusted EBITDA of $575 million •First Quarter GAAP Loss of $1.42 Per Share; Non-GAAP Loss of $1.45 Per Share MARYSVILLE, Ohio, F |
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| February 7, 2024 |
Exhibit 10.8 Granted To: Associate ID: Award Type: Grant Date: THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION. You have been granted a Nonqualified Stock Option (“NSO |
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| February 7, 2024 |
Exhibit 10.10 Granted To: [] Associate ID: [] Award Type: [] Grant Date: [] THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT FOR EMPLOYEES (with related Dividend Equivalents) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR PERFORMANCE UNITS. You have been granted [ |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 (January 25, 2024) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| January 30, 2024 |
ScottsMiracle-Gro Announces Retirement of Nancy Mistretta from Board of Directors Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Announces Retirement of Nancy Mistretta from Board of Directors MARYSVILLE, Ohio, January 30, 2024 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydroponic growing products, today announced that Nancy Mistretta has retired from its Board of Directors. |
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| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 (January 22, 2024) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| January 24, 2024 |
Exhibit 10.2 Grant Recipient: [Name] Grant Date: [Date] THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR RESTRICTED STOCK UNITS. You have been grante |
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| January 24, 2024 |
The Scotts Miracle-Gro Company Long-Term Incentive Plan, as amended and restated on January 22, 2024 Exhibit 10.1 THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (EFFECTIVE AS OF JANUARY 22, 2024) Article 1. Establishment, Purpose, and Duration 1.1 Establishment. This Plan, an incentive compensation plan, was established by The Scotts Miracle-Gro Company. This Plan was originally effective on January 26, 2006, was amended and restated effective as of October 30, 2007, January 20, 2010, Ja |
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| January 24, 2024 |
Exhibit 10.3 Deferral of [YEAR] Cash Retainer THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN DEFERRED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS) DEFERRED STOCK UNITS CREDITED TO [Director’s Name] This Award Agreement describes the deferred stock units (“DSUs”) which you will be credited with upon conversion of quarterly installments of the an |
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| January 24, 2024 |
As filed with the Securities and Exchange Commission on January 24, 2024 Registration No. |
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| January 24, 2024 |
The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective January 22, 2024) Exhibit 10.1 THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (EFFECTIVE AS OF JANUARY 22, 2024) Article 1. Establishment, Purpose, and Duration 1.1 Establishment. This Plan, an incentive compensation plan, was established by The Scotts Miracle-Gro Company. This Plan was originally effective on January 26, 2006, was amended and restated effective as of October 30, 2007, January 20, 2010, Ja |
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| January 24, 2024 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) The Scotts Miracle-Gro Company (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (2) Fees to Be Paid Equity Common Stock, $0. |
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| December 13, 2023 |
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 22, 2023 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of September 30, 2023, guarantors of the Company's 5. |
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| November 22, 2023 |
Exhibit 4.5 November 22, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: The Scotts Miracle-Gro Company – Annual Report on Form 10-K for the fiscal year ended September 30, 2023 Ladies and Gentlemen: The Scotts Miracle-Gro Company, an Ohio corporation (“Scotts Miracle-Gro”), is today filing its Annual Report on Form 10-K for the fiscal year ended September 30, |
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| November 22, 2023 |
Powers of Attorney of Executive Officers and Directors of The Scotts Miracle-Gro Company Exhibit 24 POWER OF ATTORNEY The undersigned director of The Scotts Miracle-Gro Company, an Ohio corporation (the “Corporation”), which anticipates filing with the Securities and Exchange Commission, Washington, D. |
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| November 22, 2023 |
Exhibit 10.4(f) Grant Recipient: [Name] Grant Date: [Date] THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR RESTRICTED STOCK UNITS. You have been gra |
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| November 22, 2023 |
Exhibit 10.3(e) THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (Effective January 27, 2017) DEFERRED STOCK UNIT AWARD AGREEMENT FOR NONEMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS) DEFERRED STOCK UNITS GRANTED TO [director’s name] ON JANUARY [ ], 2017 This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIP |
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| November 22, 2023 |
Exhibit 10.1(b)(ii) AMENDMENT NO. 1 Dated as of July 31, 2023 To SIXTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT Dated as of April 8, 2022 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of July 31, 2023 by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), each other Grantor party to the Existing Guarantee and Collateral Agreement (as defined below) an |
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| November 22, 2023 |
Exhibit 10.3(c) THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (Effective January 27, 2017) NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES NONQUALIFIED STOCK OPTION GRANTED TO [Grantee’s Name] ON [Grant Date] This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION. You |
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| November 22, 2023 |
Exhibit 10.4(c) Granted To: Associate ID: Award Type: Grant Date: THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES (with related Dividend Equivalents) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR RESTRICTED STOCK UNITS. You have been granted [ |
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| November 22, 2023 |
Exhibit 10.4(e) Deferral of 2022 Cash Retainer THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN DEFERRED STOCK UNIT AWARD AGREEMENT FOR NONEMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS) DEFERRED STOCK UNITS CREDITED TO [Director’s Name] This Award Agreement describes the deferred stock units (“DSUs”) which you will be credited with upon conversion of quarterly installments of the an |
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| November 22, 2023 |
Exhibit 10.9 Summary of Compensation for Nonemployee Directors of The Scotts Miracle-Gro Company Effective as of January 23, 2023 At the meeting of the Board of Directors (the “Board”) of The Scotts Miracle-Gro Company (the “Company”) held on January 23, 2023, the Board approved the recommendations of the Nominating and Governance Committee of the Board (the “Committee”) with respect to compensati |
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| November 22, 2023 |
Exhibit 10.5(e) Granted To: Associate ID: Award Type: Grant Date: THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR NONQUALIFIED STOCK OPTION. You have been granted a Nonqualified Stock Option (“ |
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| November 22, 2023 |
Exhibit 10.4(d) Granted To: /$ParticipantName$/ Associate ID: /$UserText1$/ Award Type: /$GrantType$/ Grant Date: /$GrantDate$/ THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR NONQUALIFIED STOC |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11 |
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| November 22, 2023 |
Exhibit 10.5(c) Grant Recipient: [Name] Grant Date: [Date] THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR RESTRICTED STOCK UNITS. You have been gra |
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| November 22, 2023 |
Exhibit 10.3(b) THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (Effective January 27, 2017) RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES (with related Dividend Equivalents) RESTRICTED STOCK UNITS GRANTED TO [Grantee’s Name] ON [Grant Date] This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR R |
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| November 22, 2023 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of September 30, 2023, are located at the left margin, each subsidiary tier thereunder is indented. |
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| November 22, 2023 |
Exhibit 10.1(a)(iii) AMENDMENT NO. 2 Dated as of July 31, 2023 To SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 8, 2022 THIS AMENDMENT NO. 2 (this “Amendment”) is made as of July 31, 2023 by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), The Scotts Company LLC, an Ohio limited liability company (“Scotts”), Scotts Canada Ltd., a company organized unde |
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| November 16, 2023 |
EXHIBIT 10.1 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS NOTICE: READ BEFORE YOU SIGN! This agreement contains a RELEASE. We advise that you consult an ATTORNEY. THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into by and between Denise S. Stump (“Employee”) and The Scotts Company LLC (“Company”). WHEREAS, Employee is covered as a Tier 1 Participant under t |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2023 (November 12, 2023) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Com |
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| November 1, 2023 |
Exhibit 10.2 PERFORMANCE UNDERTAKING This PERFORMANCE UNDERTAKING, dated October 27, 2023 (as it may be amended, supplemented, restated or otherwise modified from time to time, this “Undertaking”), is made by The Scotts Miracle-Gro Company, an Ohio corporation (the “Guarantor”), in favor of JPMorgan Chase Bank, N.A. and any affiliate that becomes party to the Purchase Agreement (as defined below) |
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| November 1, 2023 |
ScottsMiracle-Gro Announces Fiscal 2023 Full-Year Results Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Announces Fiscal 2023 Full-Year Results •Full-year total Company net sales of $3.55 billion in line with guidance •Free cash flow of $438 million improved $681 million year over year; Company reaffirms $1 billion in free cash flow over two years through Fiscal 2024 •Project Springboard cost savings contribute to full year non-GAAP |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 (October 27, 2023) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| November 1, 2023 |
Exhibit 10.1 MASTER RECEIVABLES PURCHASE AGREEMENT This MASTER RECEIVABLES PURCHASE AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of October 27, 2023 among The Scotts Company LLC, an Ohio limited liability company, as a seller and a servicer hereunder, and such other Subsidiaries of The Scotts Miracle-Gro Company (the |
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| October 10, 2023 |
EXHIBIT 10.1 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS NOTICE: READ BEFORE YOU SIGN! This agreement contains a RELEASE. We advise that you consult an ATTORNEY. THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into by and between Michael C. Lukemire (“Employee”) and The Scotts Company LLC (“Company”); WHEREAS, Employee and Company have mutually agreed to Em |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 (October 6, 2023) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commis |
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| September 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 (September 25, 2023) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (C |
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| September 27, 2023 |
ScottsMiracle-Gro Announces Executive Team Retirements and Reorganization Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Announces Executive Team Retirements and Reorganization MARYSVILLE, Ohio, September 27, 2023 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydroponic growing products, today announced a reorganization of its executive team following the planned retire |
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| August 28, 2023 |
Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Announces Promotion of Nate Baxter to COO; Mike Lukemire to Remain President Until Retirement in Fiscal 2024 MARYSVILLE, Ohio, August 28, 2023 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydroponic growing products, today announced that it is execut |
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| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 (August 27, 2023) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commiss |
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| August 9, 2023 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of July 1, 2023, guarantors of the Company's 5. |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scotts |
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| August 9, 2023 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of July 1, 2023, are located at the left margin, each subsidiary tier thereunder is indented. |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 (July 31, 2023) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission |
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| August 2, 2023 |
Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Announces Third Quarter Financial Results; Updates Full Year Sales and Earnings Outlook •Company-wide third quarter net sales decreased 6% due to Hawthorne decline of 40%; U.S. Consumer net sales increased 1% over prior year •Consumer POS dollars up 8% in the third quarter and over 5% year to date •Year-to-date cash flow improved o |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 (July 11, 2023) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission |
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| July 14, 2023 |
ScottsMiracle-Gro Announces Appointment of Mark D. Kingdon to Board of Directors Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Announces Appointment of Mark D. Kingdon to Board of Directors MARYSVILLE, Ohio, July 13, 2023 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydroponic growing products, today announced that Mark D. Kingdon has been named to its Board of Directors. Ki |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBERS 033-47073; 333-154364 A.Full title |
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| May 23, 2023 |
SD 1 smg2023-05x23conflictminer.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 14111 Scottslawn |
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| May 10, 2023 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of April 1, 2023, guarantors of the Company's 5. |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scotts |
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| May 10, 2023 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of April 1, 2023, are located at the left margin, each subsidiary tier thereunder is indented. |
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| May 3, 2023 |
Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Reports Fiscal 2023 Second Quarter Results U.S. Consumer First Half Sales of $1.73B in Line with Record Prior Two Years Fiscal 2Q23 GAAP EPS of $1.94; non-GAAP Adjusted EPS of $3.78 Net Leverage Ratio within Covenant at 6.0X Project Springboard to Deliver Annualized Savings Over $200 million Updated Full Year Outlook to be Provided |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer of i |
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| April 10, 2023 |
Exhibit 99.1 The Scotts Miracle-Gro Company ScottsMiracle-Gro Provides Update on Fiscal 2023 Second Quarter; Announces Nate Baxter Joining Executive Team MARYSVILLE, Ohio, April 10, 2023 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydroponic growing products, today announced that it anticipates achieving a net |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 (April 10, 2023) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commissio |
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| February 14, 2023 |
SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* SCOTTS MIRACLE-GRO COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 810186106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 9, 2023 |
SMG / Scotts Miracle-Gro Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01854-scottsmiraclegroco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Scotts Miracle-Gro Co. Title of Class of Securities: Common Stock CUSIP Number: 810186106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to de |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Sc |
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| February 8, 2023 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of December 31, 2022, are located at the left margin, each subsidiary tier thereunder is indented. |
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| February 8, 2023 |
EX-22 3 exhibit22smg20221231.htm EXHIBIT 22 Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of December 31, 2022, guarantors of the Company's 5.250% Senior Notes due 2026, 4.500% Senior Notes due 2029, 4.000% Senior Notes due 2031 and 4.375% Senior Notes due 2032: NAME OF GUARANTOR SUBSIDIARY JURISDICTION OF FORMATION |
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| February 1, 2023 |
EX-99.1 2 ex991q1f23newsrelease.htm EXHIBIT 99.1 Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Reports First Quarter Results U.S. Consumer Sales Up 8 Percent YoY First Quarter GAAP Loss of $1.17 Per Share; non-GAAP Loss of $1.02 Per Share Project Springboard to Exceed $185 Million Annualized Savings Net Leverage Ratio Within Covenant at 5.9X Full-Year Sales Guidance Updated fo |
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| February 1, 2023 |
Exhibit 10.1 Granted To: Associate ID: Award Type: Grant Date: THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT FOR EMPLOYEES [(with related Dividend Equivalents)] This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR PERFORMANCE UNITS. You have received a grant of [Numb |
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| February 1, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer |
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| January 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2023 (January 23, 2023) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| January 27, 2023 |
The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of January 2 Exhibit 10.1 THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (EFFECTIVE AS OF JANUARY 23, 2023) Article 1. Establishment, Purpose, and Duration 1.1 Establishment. This Plan, an incentive compensation plan, was established by The Scotts Miracle-Gro Company. This Plan was originally effective on January 26, 2006, was amended and restated effective as of October 30, 2007, January 20, 2010, Ja |
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| January 27, 2023 |
Form of Non-Employee Director Special Restricted Stock Unit Award Exhibit 10.2 Grant Recipient: [Name] Grant Date: [Date] THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN SPECIAL RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR RESTRICTED STOCK UNITS. You have bee |
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| January 23, 2023 |
The Scotts Miracle-Gro Company Long-Term Incentive Plan, as amended and restated on January 23, 2023 Exhibit 10.1 THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (EFFECTIVE AS OF JANUARY 23, 2023) Article 1. Establishment, Purpose, and Duration 1.1 Establishment. This Plan, an incentive compensation plan, was established by The Scotts Miracle-Gro Company. This Plan was originally effective on January 26, 2006, was amended and restated effective as of October 30, 2007, January 20, 2010, Ja |
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| January 23, 2023 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) The Scotts Miracle-Gro Company (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (2) Fees to Be Paid Equity Common Stock, $0. |
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| January 23, 2023 |
As filed with the Securities and Exchange Commission on January 23, 2023 Registration No. |
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| December 14, 2022 |
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 28, 2022 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of September 30, 2022, are located at the left margin, each subsidiary tier thereunder is indented. |
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| November 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11 |
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| November 28, 2022 |
Exhibit 10.8 Summary of Compensation for Nonemployee Directors of The Scotts Miracle-Gro Company Effective as of January 24, 2022 At the meeting of the Board of Directors (the “Board”) of The Scotts Miracle-Gro Company (the “Company”) held on January 24, 2022, the Board approved the recommendations of the Nominating and Governance Committee of the Board (the “Committee”) with respect to compensati |
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| November 28, 2022 |
Exhibit 4.5 November 28, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: The Scotts Miracle-Gro Company – Annual Report on Form 10-K for the fiscal year ended September 30, 2022 Ladies and Gentlemen: The Scotts Miracle-Gro Company, an Ohio corporation (“Scotts Miracle-Gro”), is today filing its Annual Report on Form 10-K for the fiscal year ended September 30, |
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| November 28, 2022 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of September 30, 2022, guarantors of the Company's 5. |
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| November 28, 2022 |
Exhibit 10.4(b) Granted To: Associate ID: Award Type: Grant Date: THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT FOR EMPLOYEES [(with related Dividend Equivalents)] This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1.DESCRIPTION OF YOUR PERFORMANCE UNITS. You have received a grant of [Nu |
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| November 28, 2022 |
Powers of Attorney of Executive Officers and Directors of The Scotts Miracle-Gro Company Exhibit 24 POWER OF ATTORNEY The undersigned director of The Scotts Miracle-Gro Company, an Ohio corporation (the “Corporation”), which anticipates filing with the Securities and Exchange Commission, Washington, D. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 (November 14, 2022) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Com |
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| November 14, 2022 |
ScottsMiracle-Gro Names Matthew Garth as CFO Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Names Matthew Garth as CFO MARYSVILLE, Ohio, November 14, 2022 - The Scotts Miracle-Gro Company (NYSE: SMG), the world’s largest marketer of branded consumer lawn and garden products as well as indoor and hydroponic growing products, announced today that Matthew Garth has been named executive vice president and chief financial offi |
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| November 7, 2022 |
EX-99.1 2 exhibit991-smg2022x11x048x.htm EX-99.1 Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Announces Nomination of Edith Avilés to Board of Directors and Planned Retirement of Board Member Brian Finn MARYSVILLE, Ohio, November 7, 2022 – The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydropo |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2022 (November 4, 2022) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| November 2, 2022 |
Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Announces Full-Year Sales and Earnings in Line with Guidance; Launches Phase Two of Project Springboard to Realize Further Cost Savings Company meets FY 2022 EPS, free cash flow guidance Project Springboard achieves $100 million of annualized cost savings, introduces additional target of $85 million in savings Company reaffirms pro |
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| November 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer |
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| October 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 (October 4, 2022) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commiss |
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| October 4, 2022 |
EXHIBIT 10.1 SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS NOTICE: READ BEFORE YOU SIGN! This agreement contains a RELEASE. We advise that you consult an ATTORNEY. THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (?Agreement?) is made and entered into by and between Cory Miller (?Employee?) and The Scotts Company LLC (?Company?) and superscedes and replaces all prior Agreements provided to the |
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| September 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2022 (August 29, 2022) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| September 1, 2022 |
ScottsMiracle-Gro Names Board Member and Former Chief Financial Officer David Evans Interim CFO Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Names Board Member and Former Chief Financial Officer David Evans Interim CFO Updates Fiscal 2022 Free Cash Flow Outlook; Reaffirms Full-year Earnings Guidance MARYSVILLE, Ohio, August 31, 2022 ? The Scotts Miracle-Gro Company (NYSE: SMG), the world?s leading marketer of branded consumer lawn and garden as well as indoor and hydrop |
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| August 23, 2022 |
EXHIBIT 10.1 AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT This AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT (this ?Amendment?), is made and entered into as of August 19, 2022, by and among: Co?peratieve Rabobank, U.A., New York Branch, a Dutch co?peratieve acting through its New York Branch (?Rabobank?) and Sumitomo Mitsui Banking Corporation, New York Branch, a Japanese corporation (?SMBC?), |
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| August 23, 2022 |
EXHIBIT 10.2 AMENDMENT NO. 6 TO MASTER FRAMEWORK AGREEMENT This AMENDMENT NO. 6 TO MASTER FRAMEWORK AGREEMENT (this ?Amendment?), is made and entered into as of August 19, 2022, by and among: Co?peratieve Rabobank, U.A., New York Branch, a Dutch co?peratieve acting through its New York Branch (?Rabobank?) and Sumitomo Mitsui Banking Corporation, New York Branch, a Japanese corporation (?SMBC?), as |
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| August 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2022 (August 19, 2022) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commiss |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scotts |
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| August 10, 2022 |
EX-22 3 exhibit22smg20220702.htm EXHIBIT-22 Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of July 2, 2022, guarantors of the Company's 5.250% Senior Notes due 2026, 4.500% Senior Notes due 2029, 4.000% Senior Notes due 2031 and 4.375% Senior Notes due 2032: NAME OF GUARANTOR SUBSIDIARY JURISDICTION OF FORMATION 1868 |
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| August 10, 2022 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of July 2, 2022, are located at the left margin, each subsidiary tier thereunder is indented. |
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| August 3, 2022 |
Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Announces Third Quarter Financial Results; Introduces Project Springboard to Enhance Shareholder Value Company reduces full-year sales and earnings outlook ?Company-wide third quarter sales decreased 26% driven by Hawthorne decline of 63% and U.S. Consumer decline of 14% ?Consumer POS climbed in May & June; year-to-date POS dollars |
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| August 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer o |
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| June 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 11-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBERS 033-47073; 333-154364 A.Full title |
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| June 13, 2022 |
ScottsMiracle-Gro Announces the Appointment of Governor Brian Sandoval to its Board of Directors Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Announces the Appointment of Governor Brian Sandoval to its Board of Directors MARYSVILLE, Ohio (June 13, 2022) ? The Scotts Miracle-Gro Company (NYSE: SMG), one of the world?s leading marketers of branded consumer lawn and garden as well as hydroponic and indoor growing products, announced today that The Honorable Brian Sandoval h |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 (June 10, 2022) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission |
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| June 8, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2022 (June 8, 2022) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (I |
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| June 8, 2022 |
EX-10.1 2 exhibit101smg2022-06x088xk.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 Dated as of June 8, 2022 To SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 8, 2022 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of June 8, 2022 by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), The Scotts Company LLC, an Ohio limited liability company (“Scotts”), Scott |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File Number) Identification No.) 14111 Scottslawn Road, Marysville, Ohio 43041 (Address o |
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| May 11, 2022 |
Consulting Agreement, dated February 8, 2022, between The Scotts Company LLC and Hanft Ideas LLC The Scotts Company LLC Exhibit 10.2 February 8, 2022 Mr. Adam Hanft Chief Executive Officer Hanft Ideas LLC 50 Astor Lane Sands Point, New York 11050 Dear Adam: This letter sets forth our agreement (the ?Agreement?) regarding a consulting engagement between Hanft Ideas and The Scotts Company LLC (?Scotts? or the ?Company?). For the purposes of this Agreement, the term ?Contractor? means Hanft Idea |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scotts |
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| May 11, 2022 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of April 2, 2022, are located at the left margin, each subsidiary tier thereunder is indented. |
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| May 11, 2022 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of April 2, 2022, guarantors of the Company's 5. |
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| May 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer of i |
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| May 3, 2022 |
Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Announces Record Second Quarter U.S. Consumer Sales; Lawn & Garden Demand Gaining Ground After Weather-Driven Delays Company announces Hawthorne acquisition of Cyco, Australia-based nutrient brand ?GAAP EPS: $4.94 versus $5.44; non-GAAP adjusted EPS of $5.03 versus $5.64 ?Consumer POS down 12% entering May with increasing momentum |
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| April 14, 2022 |
Exhibit 10.2 SIXTH AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by THE SCOTTS MIRACLE-GRO COMPANY, EACH DOMESTIC SUBSIDIARY BORROWER and certain of their Domestic Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of April 8, 2022 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 5 1.1. Definitions 5 1.2. Other Definitional Provisions 6 SECTION 2. BO |
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| April 14, 2022 |
Exhibit 10.1 SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 8, 2022 among THE SCOTTS MIRACLE-GRO COMPANY THE SCOTTS COMPANY LLC SCOTTS CANADA LTD. The Other Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, MIZUHO BANK, LTD. and BANK OF AMERICA, N.A. as Co-Syndication Agents and COBANK |
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| April 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2022 (April 8, 2022) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SCOTTS MIRACLE-GRO COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 810186106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 10, 2022 |
SMG / Scotts Miracle-Gro Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Scotts Miracle-Gro Co. Title of Class of Securities: Common Stock CUSIP Number: 810186106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| February 9, 2022 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of January 1, 2022, guarantors of the Company's 5. |
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| February 9, 2022 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of January 1, 2022, are located at the left margin, each subsidiary tier thereunder is indented. |
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| February 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 1, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scot |
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| February 9, 2022 |
EX-10.1 2 exhibit101smg20220101.htm EXHIBIT 10.1 Exhibit 10.1 Granted To: Associate ID: Award Type: Grant Date: THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN PERFORMANCE UNIT AWARD AGREEMENT FOR EMPLOYEES (with related Dividend Equivalents) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1.DESCRIPTION OF YOUR PERFORM |
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| February 9, 2022 |
Exhibit 10.2 Granted To: Associate ID: Award Type: Grant Date: THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES (with related Dividend Equivalents) This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. 1. DESCRIPTION OF YOUR RESTRICTED STOCK UNITS. You have been granted [Num |
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| February 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer |
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| February 1, 2022 |
Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Announces First Quarter Results; Increases Full-Year Sales Outlook for U.S. Consumer Segment Restructuring of Hawthorne manufacturing footprint announced in effort to drive efficiencies and improve competitive position by reducing costs of LED lighting units MARYSVILLE, Ohio (February 1, 2022) ? The Scotts Miracle-Gro Company (NYSE |
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| January 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2022 (January 24, 2022) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commi |
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| January 27, 2022 |
The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of January 24, 2022) EX-10.1 2 smg2022-01x278xkxex101ltip.htm EX-10.1 Exhibit 10.1 THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (EFFECTIVE AS OF JANUARY 24, 2022) Article 1. Establishment, Purpose, and Duration 1.1 Establishment. This Plan, an incentive compensation plan, was established by The Scotts Miracle-Gro Company. This Plan was originally effective on January 26, 2006, was amended and restated effec |
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| January 24, 2022 |
The Scotts Miracle-Gro Company Long-Term Incentive Plan, as amended and restated on January 24, 2022 Exhibit 10.1 THE SCOTTS MIRACLE-GRO COMPANY LONG-TERM INCENTIVE PLAN (EFFECTIVE AS OF JANUARY 24, 2022) Article 1. Establishment, Purpose, and Duration 1.1 Establishment. This Plan, an incentive compensation plan, was established by The Scotts Miracle-Gro Company. This Plan was originally effective on January 26, 2006, was amended and restated effective as of October 30, 2007, January 20, 2010, Ja |
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| January 24, 2022 |
S-8 1 smg2022-01x24sx8registrati.htm S-8 As filed with the Securities and Exchange Commission on January 24, 2022 Registration No. 333 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE SCOTTS MIRACLE-GRO COMPANY (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of inc |
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| December 22, 2021 |
424B3 1 smg2021-12x22finalprospect.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration Statement Nos. 333-261595 and 333-261595-01 through 333-261595-22 PROSPECTUS $500,000,000 The Scotts Miracle-Gro Company Offer to exchange up to $500 million aggregate principal amount of outstanding unregistered 4.000% Senior Notes due 2031 for an equal principal amount of 4.000% Senior Notes due 2031 which |
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| December 22, 2021 |
424B3 1 smg2021-12x22finalprospect.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration Statement Nos. 333-261596 and 333-261596-01 through 333-261596-22 PROSPECTUS $400,000,000 The Scotts Miracle-Gro Company Offer to exchange up to $400 million aggregate principal amount of outstanding unregistered 4.375% Senior Notes due 2032 for an equal principal amount of 4.375% Senior Notes due 2032 which |
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| December 20, 2021 |
CORRESP 1 filename1.htm December 20, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor Re: The Scotts Miracle-Gro Company Registration Statement on Form S-4 (File No. 333-261596) Ladies and Gentlemen: The Scotts Miracle-Gro Company, on behalf of itself and the co-registrants listed in the above-refer |
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| December 20, 2021 |
December 20, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 15, 2021 |
INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 10, 2021 |
Exhibit 99.4 The Scotts Miracle-Gro Company Offer to exchange up to $500 million aggregate principal amount of outstanding unregistered 4.000% Senior Notes due 2031 (CUSIP Nos. 810186 AT3 and U8602T AE8) for an equal principal amount of 4.000% Senior Notes due 2031 which have been registered under the Securities Act of 1933, as amended Pursuant to the Prospectus dated , 2021 THE EXCHANGE OFFER WIL |
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| December 10, 2021 |
Form of Notice of Guaranteed Delivery Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY The Scotts Miracle-Gro Company Offer to exchange up to $500 million aggregate principal amount of outstanding unregistered 4.000% Senior Notes due 2031 (CUSIP Nos. 810186 AT3 and U8602T AE8) for an equal principal amount of 4.000% Senior Notes due 2031 which have been registered under the Securities Act of 1933, as amended Pursuant to the Prospectus dated |
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| December 10, 2021 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Exhibit 99.3 The Scotts Miracle-Gro Company Offer to exchange up to $500 million aggregate principal amount of outstanding unregistered 4.000% Senior Notes due 2031 (CUSIP Nos. 810186 AT3 and U8602T AE8) for an equal principal amount of 4.000% Senior Notes due 2031 which have been registered under the Securities Act of 1933, as amended Pursuant to the Prospectus dated , 2021 THE EXCHANGE OFFER WIL |
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| December 10, 2021 |
Ivan Smith 14111 Scottslawn Road Executive Vice President Marysville, OH 43041 General Counsel and Secretary p 937. |
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| December 10, 2021 |
CORRESP 1 filename1.htm Ivan Smith 14111 Scottslawn Road Executive Vice President Marysville, OH 43041 General Counsel and Secretary p 937.644.0011 December 10, 2021 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: The Scotts Miracle-Gro Company Registration Statement on Form S-4 Filed December 10, 2021 (File Nos. 333-261595 and 333-261595-01 |
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| December 10, 2021 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21.1 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries of The Scotts Miracle-Gro Company, an Ohio corporation, as of December 10, 2021, are located at the left margin, each subsidiary tier thereunder is indented. Subsidiaries are listed under the names of their respective parent entities. Unless otherwise noted, the subsidiaries are wholly-owned |
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| December 10, 2021 |
Form of Notice of Guaranteed Delivery EX-99.2 7 exhibit992smg2021-12x10sx4.htm EX-99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY The Scotts Miracle-Gro Company Offer to exchange up to $400 million aggregate principal amount of outstanding unregistered 4.375% Senior Notes due 2032 (CUSIP Nos. 810186 AV8 and U8602T AF5) for an equal principal amount of 4.375% Senior Notes due 2032 which have been registered under the Securities Act of |
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| December 10, 2021 |
As filed with the Securities and Exchange Commission on December 10, 2021 Registration No. |
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| December 10, 2021 |
Statement of Eligibility of Trustee, U.S. Bank National Association, on Form T-1 EX-25.1 5 exhibit251smg2021-12x10sx4.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee |
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| December 10, 2021 |
As filed with the Securities and Exchange Commission on December 10, 2021 Registration No. |
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| December 10, 2021 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Exhibit 99.3 The Scotts Miracle-Gro Company Offer to exchange up to $400 million aggregate principal amount of outstanding unregistered 4.375% Senior Notes due 2032 (CUSIP Nos. 810186 AV8 and U8602T AF5) for an equal principal amount of 4.375% Senior Notes due 2032 which have been registered under the Securities Act of 1933, as amended Pursuant to the Prospectus dated , 2021 THE EXCHANGE OFFER WIL |
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| December 10, 2021 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21.1 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries of The Scotts Miracle-Gro Company, an Ohio corporation, as of December 10, 2021, are located at the left margin, each subsidiary tier thereunder is indented. Subsidiaries are listed under the names of their respective parent entities. Unless otherwise noted, the subsidiaries are wholly-owned |
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| December 10, 2021 |
Statement of Eligibility of Trustee, U.S. Bank National Association, on Form T-1 EX-25.1 5 exhibit251smg2021-12x10sx4.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee |
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| December 10, 2021 |
EX-99.1 6 exhibit991smg2021-12x10sx4.htm EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL The Scotts Miracle-Gro Company Offer to exchange up to $400 million aggregate principal amount of outstanding unregistered 4.375% Senior Notes due 2032 (CUSIP Nos. 810186 AV8 and U8602T AF5) for an equal principal amount of 4.375% Senior Notes due 2032 which have been registered under the Securities Act of 1933, as |
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| December 10, 2021 |
Exhibit 99.1 LETTER OF TRANSMITTAL The Scotts Miracle-Gro Company Offer to exchange up to $500 million aggregate principal amount of outstanding unregistered 4.000% Senior Notes due 2031 (CUSIP Nos. 810186 AT3 and U8602T AE8) for an equal principal amount of 4.000% Senior Notes due 2031 which have been registered under the Securities Act of 1933, as amended Pursuant to the Prospectus dated , 2021 |
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| December 10, 2021 |
Exhibit 99.4 The Scotts Miracle-Gro Company Offer to exchange up to $400 million aggregate principal amount of outstanding unregistered 4.375% Senior Notes due 2032 (CUSIP Nos. 810186 AV8 and U8602T AF5) for an equal principal amount of 4.375% Senior Notes due 2032 which have been registered under the Securities Act of 1933, as amended Pursuant to the Prospectus dated , 2021 THE EXCHANGE OFFER WIL |
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| December 3, 2021 |
Statement of Eligibility of Trustee on Form T-1 of Trustee under the Senior Indenture Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 (I.R.S. E |
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| December 3, 2021 |
As filed with the Securities and Exchange Commission on December 3, 2021 As filed with the Securities and Exchange Commission on December 3, 2021 Registration No. |
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| November 23, 2021 |
Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of September 30, 2021, guarantors of the Company's 5. |
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| November 23, 2021 |
EX-4.5 2 exhibit45smg20210930.htm EXHIBIT 4.5 Exhibit 4.5 November 23, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: The Scotts Miracle-Gro Company – Annual Report on Form 10-K for the fiscal year ended September 30, 2021 Ladies and Gentlemen: The Scotts Miracle-Gro Company, an Ohio corporation (“Scotts Miracle-Gro”), is today filing its Annual Report on For |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11 |
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| November 23, 2021 |
Powers of Attorney of Executive Officers and Directors of The Scotts Miracle-Gro Company EX-24 6 exhibit24smg20210930.htm EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY The undersigned director of The Scotts Miracle-Gro Company, an Ohio corporation (the “Corporation”), which anticipates filing with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, the Annual Report of the Corporation on Form 10-K for the fiscal |
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| November 23, 2021 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of September 30, 2021, are located at the left margin, each subsidiary tier thereunder is indented. |
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| November 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer |
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| November 3, 2021 |
EX-99.1 2 ex991q4f21newsrelease.htm EXHIBIT-99.1 Exhibit 99.1 The Scotts Miracle-Gro Company NEWS ScottsMiracle-Gro Announces Record Full Year Results as Fourth Quarter Sales Exceed Expectations in U.S. Consumer Segment •U.S. Consumer segment sales increase 11% in fiscal 2021; decline 28% in Q4 •Full-year Hawthorne sales increase 39%, decline 2% in Q4 despite growth in the U.S. •Full-year GAAP ear |
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| August 20, 2021 |
EXHIBIT 10.2 AMENDMENT NO. 5 TO MASTER FRAMEWORK AGREEMENT This AMENDMENT NO. 5 TO MASTER FRAMEWORK AGREEMENT (this ?Amendment?), is made and entered into as of August 20, 2021, by and among: Co?peratieve Rabobank, U.A., New York Branch, a Dutch co?peratieve acting through its New York Branch (?Rabobank?) and Sumitomo Mitsui Banking Corporation, New York Branch, a Japanese corporation (?SMBC?), as |
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| August 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2021 (August 20, 2021) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commiss |
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| August 20, 2021 |
EXHIBIT 10.1 AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT This AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT (this ?Amendment?), is made and entered into as of August 20, 2021, by and among: Co?peratieve Rabobank, U.A., New York Branch, a Dutch co?peratieve acting through its New York Branch (?Rabobank?) and Sumitomo Mitsui Banking Corporation, New York Branch, a Japanese corporation (?SMBC?), |
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| August 13, 2021 |
EXHIBIT 10.1 The Scotts Miracle-Gro Company PURCHASE AGREEMENT dated August 10, 2021 Wells Fargo Securities, LLC Purchase Agreement August 10, 2021 Wells Fargo Securities, LLC As representative of the several Initial Purchasers c/o Wells Fargo Securities, LLC 550 South Tryon Street Charlotte, North Carolina 28202 Ladies and Gentlemen: Introductory. The Scotts Miracle-Gro Company, an Ohio corporati |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2021 (August 10, 2021) The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commiss |
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| August 13, 2021 |
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT by and among THE SCOTTS MIRACLE-GRO COMPANY, THE GUARANTORS and WELLS FARGO SECURITIES, LLC as representative of the several Initial Purchasers Dated as of August 13, 2021 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of August 13, 2021, by and among The Scotts Miracle-Gro Company, an Ohio c |
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| August 13, 2021 |
EXHIBIT 4.1 THE SCOTTS MIRACLE-GRO COMPANY, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.375% SENIOR NOTES DUE 2032 INDENTURE DATED AS OF August 13, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 23 SECTION 1.03. Incorporation by Reference of Trust |
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| August 11, 2021 |
Exhibit 4.2 THE SCOTTS MIRACLE-GRO COMPANY, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.500% Senior Notes due 2029 THIRD SUPPLEMENTAL INDENTURE DATED AS OF June 24, 2021 TO THE INDENTURE DATED AS OF October 22, 2019 THIRD SUPPLEMENTAL INDENTURE This THIRD SUPPLEMENTAL INDENTURE, dated as of June 24, 2021 (this ?Third Supplemental Indenture? |
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| August 11, 2021 |
EX-22 7 exhibit22smg20210703.htm EXHIBIT-22 Exhibit 22 LIST OF GUARANTOR SUBSIDIARIES The following subsidiaries of The Scotts Miracle-Gro Company (the "Company") were, as of July 3, 2021, guarantors of the Company's 5.250% Senior Notes due 2026, 4.500% Senior Notes due 2029 and 4.000% Senior Notes due 2031: NAME OF GUARANTOR SUBSIDIARY JURISDICTION OF FORMATION 1868 Ventures LLC Ohio AeroGrow Int |
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| August 11, 2021 |
Exhibit 4.3 THE SCOTTS MIRACLE-GRO COMPANY, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.000% Senior Notes due 2031 FIRST SUPPLEMENTAL INDENTURE DATED AS OF June 24, 2021 TO THE INDENTURE DATED AS OF March 17, 2021 FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE, dated as of June 24, 2021 (this ?First Supplemental Indenture?), |
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| August 11, 2021 |
EX-10 5 exhibit10smg20210703.htm EXHIBIT-10 Exhibit 10 AMENDMENT NO. 1 Dated as of August 3, 2021 To FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 5, 2018 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of August 3, 2021 by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), The Scotts Company LLC, an Ohio limited liability company, Scotts Canada Ltd., |
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| August 11, 2021 |
Exhibit 4.1 THE SCOTTS MIRACLE-GRO COMPANY, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.250% Senior Notes due 2026 FOURTH SUPPLEMENTAL INDENTURE DATED AS OF June 24, 2021 TO THE INDENTURE DATED AS OF December 15, 2016 FOURTH SUPPLEMENTAL INDENTURE This FOURTH SUPPLEMENTAL INDENTURE, dated as of June 24, 2021 (this ?Fourth Supplemental Inden |
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| August 11, 2021 |
Subsidiaries of The Scotts Miracle-Gro Company Exhibit 21 DIRECT AND INDIRECT SUBSIDIARIES OF THE SCOTTS MIRACLE-GRO COMPANY Directly owned subsidiaries, as of July 3, 2021, are located at the left margin, each subsidiary tier thereunder is indented. |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-11593 The Scotts |
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| August 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter) Ohio 001-11593 31-1414921 (State or other jurisdiction (Commission (IRS Employer o |
