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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 9, 2026 (April 8, 2026)
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The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
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| | | | | | | | |
| 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 of principal executive offices) | | | (Zip Code) |
Registrant’s telephone number, including area code: (937) 644-0011
Not applicable
(Former name or former address, if changed since last report.)
_________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, $0.01 stated value | SMG | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On April 8, 2026, SMG Growing Media LLC (“Media”), an Ohio limited liability company and wholly-owned subsidiary of The Scotts Miracle-Gro Company (the “Company”) entered into, among other things, a Securities Purchase Agreement (the “Agreement”) with Vireo Growth Inc., a British Columbia Corporation (“Vireo”) and Prolific Supply LLC, a Delaware limited liability company, pursuant to which, subject to the terms and conditions set forth therein, Media sold the Company’s Hawthorne business (“Hawthorne”) to Vireo for 213 million subordinate voting shares in the authorized share structure of Vireo (“Vireo Shares”) and warrants to acquire 80 million additional Vireo Shares. Hawthorne provides nutrients, lighting and other materials used for indoor and hydroponic gardening in North America. This transaction closed substantially simultaneously with the signing of the Agreement.
As previously announced, effective in its first quarter of fiscal 2026, the Company classified its results of operations for all periods presented to reflect Hawthorne as a discontinued operation.
A copy of the Company’s press release announcing the completion of this transaction is being furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:
| | | | | |
| Exhibit No. | Description |
| 99.1 | News Release issued by The Scotts Miracle-Gro Company on April 9, 2026 |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | | THE SCOTTS MIRACLE-GRO COMPANY |
| | | |
| Dated: | April 9, 2026 | By: | /s/ DIMITER TODOROV |
| | | Printed Name: Dimiter Todorov |
| | | Title: Executive Vice President, Chief Legal Officer & Corporate Secretary |
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated April 9, 2026
The Scotts Miracle-Gro Company
| | | | | |
| Exhibit No. | Description |
| 99.1 | |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |