The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide an understanding of our financial condition and results of operations by focusing on changes in certain key measures from year-to-year. This MD&A includes the following sections: •Executive summary •Results of operations •Segment results •Liquidity and capital resources •Regulatory matters •Critical accounting estimates This MD&A should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Scotts Miracle-Gro’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “2025 Annual Report”) and our condensed consolidated financial statements included in this Form 10-Q. EXECUTIVE SUMMARY U.S. Consumer consists of our consumer lawn and garden business in the United States. Other primarily consists of our consumer lawn and garden business in Canada. Corporate consists of general and administrative expenses and certain other income and expense items not allocated to the operating segments. See “SEGMENT RESULTS” below for additional information regarding our evaluation of segment performance. Through our U.S. Consumer and Other segments, we are the leading marketer of branded consumer lawn and garden products in North America. Our products are marketed under some of the most recognized brand names in the industry. Our key consumer lawn and garden brands include Scotts® Turf Builder® lawn fertilizer and Scotts® grass seed products; Miracle-Gro® soil, plant food and gardening products; Ortho® herbicide and pesticide products; and Tomcat® rodent control and animal repellent products. We are the exclusive agent of Monsanto for the marketing and distribution of certain of Monsanto’s consumer Roundup® branded products within the United States and certain other specified countries. In addition, we have an equity interest in Bonnie Plants, LLC, a joint venture with AFC, focused on planting, growing, developing, distributing, marketing and selling live plants. Due to the seasonal nature of the consumer lawn and garden business, significant portions of our U.S. Consumer and Other segment net sales ship to our retail customers during our second and third fiscal quarters, as noted in the following table. Our annual net sales are further concentrated in the second and third fiscal quarters by retailers who rely on our ability to deliver products closer to when consumers buy our products. Percent of Net Sales from Continuing Operations by Quarter 2025 2024 2023 First Quarter 11.3 % 10.2 % 12.8 % Second Quarter 42.7 % 44.7 % 46.7 % Third Quarter 35.6 % 34.8 % 33.2 % Fourth Quarter 10.4 % 10.3 % 7.3 % 30 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Recent Events and Trends Affecting our Business On June 29, 2026, the Company announced that its Board of Directors had named Nathan E. Baxter as President & Chief Executive Officer of the Company effective June 26, 2026. In addition, the Board elected Mr. Baxter to the Board of Directors. Mr. Baxter succeeds James Hagedorn, who served as Chief Executive Officer of the Company since 2001. Mr. Hagedorn, who served as Chairman of the Board since 2003, also resigned from the Board, and the Board elected Lead Independent Director Peter Shumlin as Chairman. During the three months ended December 27, 2025, we determined that the Hawthorne business met the criteria to be classified as held for sale, and classified the related assets and liabilities as held for sale in the Condensed Consolidated Balance Sheets for all periods presented. We determined this represented a strategic shift, and therefore, effective in the first quarter of fiscal 2026, we classified our results of operations for all periods presented to reflect the Hawthorne business as a discontinued operation. On April 8, 2026, we completed the sale of the Hawthorne business in North America to Vireo in exchange for 213.0 million common shares of Vireo, which represented approximately 14% of Vireo’s total outstanding common shares as of the closing date, and a warrant with a five-year term to acquire 80.0 million additional common shares of Vireo at a strike price of $0.85 per share. On the closing date, the Hawthorne business held cash and cash equivalents of $35.0 that was transferred to Vireo as part of the sale. Additionally, in connection with the transaction, we entered into a contract manufacturing agreement and agreed to provide Vireo with up to $20.0 of manufacturing services over a two-year period for no cost. For the nine months ended June 27, 2026, we recorded a loss of $101.8 related to the sale of the Hawthorne business in North America. The completion of the divestiture during the three months ended June 27, 2026 resulted in an ordinary taxable loss that will allow the realization of deferred tax assets to reduce cash taxes paid over the next several fiscal years. We continue to monitor the impacts of macroeconomic conditions, including elevated interest rates and inflationary pressures on input costs and consumer behavior, as well as geopolitical uncertainty, including the duration and resolution of ongoing conflicts, potential escalation of tensions and global supply chain disruptions, and ongoing changes to global trade policies, including the imposition of tariffs. The impact that these events and conditions will have on our operational and financial performance will depend on future developments, which are difficult to predict. For more information about factors that could impact our business, refer to “ITEM 1A. RISK FACTORS” in the 2025 Annual Report. RESULTS OF OPERATIONS Unless specifically stated, all discussion herein refers to results from our continuing operations. The following table sets forth the components of earnings as a percentage of net sales for the three months ended June 27, 2026 and June 28, 2025: June 27, 2026 % Of Net Sales June 28, 2025 % Of Net Sales Net sales $ 1,172.1 100.0 % $ 1,159.3 100.0 % Cost of sales 805.0 68.7 784.6 67.7 Cost of sales—impairment, restructuring and other 1.2 0.1 2.0 0.2 Gross margin 365.9 31.2 372.7 32.1 Operating expenses: Selling, general and administrative 145.6 12.4 144.8 12.5 Impairment, restructuring and other 47.0 4.0 (1.0) (0.1) Other expense, net 3.7 0.3 7.1 0.6 Income from operations 169.6 14.5 221.8 19.1 Equity in income of unconsolidated affiliates (29.2) (2.5) (25.3) (2.2) Interest expense 28.0 2.4 31.8 2.7 Other non-operating expense, net 15.6 1.3 1.3 0.1 Income from continuing operations before income taxes 155.2 13.2 214.0 18.5 Income tax expense from continuing operations 51.6 4.4 59.3 5.1 Net income from continuing operations 103.6 8.8 154.7 13.3 Income (loss) from discontinued operations, net of tax 8.6 0.7 (5.6) (0.5) Net income $ 112.2 9.6 % $ 149.1 12.9 % The sum of the components may not equal the total due to rounding. 31 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) The following table sets forth the components of earnings as a percentage of net sales for the nine months ended June 27, 2026 and June 28, 2025: June 27, 2026 % Of Net Sales June 28, 2025 % Of Net Sales Net sales $ 2,986.1 100.0 % $ 2,915.7 100.0 % Cost of sales 1,918.5 64.2 1,903.8 65.3 Cost of sales—impairment, restructuring and other 2.5 0.1 8.6 0.3 Gross margin 1,065.1 35.7 1,003.3 34.4 Operating expenses: Selling, general and administrative 450.7 15.1 436.2 15.0 Impairment, restructuring and other 51.0 1.7 25.9 0.9 Other expense, net 13.7 0.5 15.5 0.5 Income from operations 549.7 18.4 525.7 18.0 Equity in income of unconsolidated affiliates (11.6) (0.4) (9.5) (0.3) Interest expense 86.5 2.9 102.2 3.5 Other non-operating expense, net 17.9 0.6 3.9 0.1 Income from continuing operations before income taxes 456.9 15.3 429.1 14.7 Income tax expense from continuing operations 137.8 4.6 119.7 4.1 Net income from continuing operations 319.1 10.7 309.4 10.6 Income (loss) from discontinued operations, net of tax (93.3) (3.1) (12.3) (0.4) Net income $ 225.8 7.6 % $ 297.1 10.2 % The sum of the components may not equal the total due to rounding. Net Sales Net sales for the three months ended June 27, 2026 were $1,172.1, an increase of 1.1% from net sales of $1,159.3 for the three months ended June 28, 2025. Net sales for the nine months ended June 27, 2026 were $2,986.1, an increase of 2.4% from net sales of $2,915.7 for the nine months ended June 28, 2025. Factors contributing to the change in net sales are outlined in the following table: Three Months Ended Nine Months Ended June 27, 2026 June 27, 2026 Volume and mix 1.3 % 2.0 % Pricing (0.1) 0.4 Foreign exchange rates (0.1) — Change in net sales 1.1 % 2.4 % The increase in net sales for the three months ended June 27, 2026 as compared to the three months ended June 28, 2025 was primarily driven by: •favorable mix in our U.S. Consumer segment driven by higher sales of branded products, partially offset by lower sales of mulch products; •higher sales volume in our Other segment; and •higher net sales associated with the Roundup® marketing agreement. The increase in net sales for the nine months ended June 27, 2026 as compared to the nine months ended June 28, 2025 was primarily driven by: •favorable mix in our U.S. Consumer segment driven by higher sales of branded products including soils, grass seed, controls and fertilizer products, partially offset by lower sales of mulch products; •higher net sales associated with the Roundup® marketing agreement; and •increased pricing in our U.S. Consumer and Other segments. 32 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Cost of Sales The following table shows the major components of cost of sales: Three Months Ended Nine Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Materials $ 404.8 $ 395.9 $ 978.0 $ 955.6 Manufacturing labor and overhead 202.9 206.6 459.9 483.1 Distribution and warehousing 175.4 158.1 406.8 392.0 Costs associated with Roundup® marketing agreement 21.9 24.0 73.8 73.1 Cost of sales 805.0 784.6 1,918.5 1,903.8 Cost of sales—impairment, restructuring and other 1.2 2.0 2.5 8.6 $ 806.2 $ 786.6 $ 1,921.0 $ 1,912.4 Factors contributing to the change in cost of sales are outlined in the following table: Three Months Ended Nine Months Ended June 27, 2026 June 27, 2026 Volume, mix and other $ 30.3 $ 16.4 Foreign exchange rates (0.7) 1.5 Costs associated with Roundup® marketing agreement (2.1) 0.7 Material cost changes (7.1) (3.9) 20.4 14.7 Impairment, restructuring and other (0.8) (6.1) Change in cost of sales $ 19.6 $ 8.6 The increase in cost of sales for the three months ended June 27, 2026 as compared to the three months ended June 28, 2025 was primarily driven by: •sales mix in our U.S. Consumer segment driven by higher sales of branded products, partially offset by lower sales of mulch products; •higher sales volume in our Other segment; and •higher transportation costs included within “volume, mix and other” in our U.S. Consumer segment; •partially offset by favorable material costs driven by supply chain savings initiatives in our U.S. Consumer segment, net of the impact of higher commodity costs. The increase in cost of sales for the nine months ended June 27, 2026 as compared to the nine months ended June 28, 2025 was primarily driven by: •sales mix in our U.S. Consumer segment driven by higher sales of branded products, partially offset by lower sales of mulch products; and •higher transportation costs included within “volume, mix and other” in our U.S. Consumer segment; •partially offset by favorable material costs driven by supply chain savings initiatives in our U.S. Consumer segment, net of the impact of higher commodity costs; and •a decrease in impairment, restructuring and other charges. 33 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Gross Margin As a percentage of net sales, our gross margin rate was 31.2% and 32.1% for the three months ended June 27, 2026 and June 28, 2025, respectively, and was 35.7% and 34.4% for the nine months ended June 27, 2026 and June 28, 2025, respectively. Factors contributing to the change in gross margin rate are outlined in the following table: Three Months Ended Nine Months Ended June 27, 2026 June 27, 2026 Volume, mix and other (1.7) % 0.4 % Roundup® commissions and reimbursements 0.2 0.4 Pricing (0.1) 0.2 Material costs 0.6 0.1 (1.0) % 1.1 % Impairment, restructuring and other 0.1 0.2 Change in gross margin rate (0.9) % 1.3 % The decrease in gross margin rate for the three months ended June 27, 2026 as compared to the three months ended June 28, 2025 was primarily driven by: •higher transportation costs included within “volume, mix and other” in our U.S. Consumer segment; •partially offset by favorable mix associated with our U.S. Consumer segment; •favorable material costs driven by supply chain savings initiatives in our U.S. Consumer segment, net of the impact of higher commodity costs; and •higher commission associated with the Roundup® marketing agreement. The increase in gross margin rate for the nine months ended June 27, 2026 as compared to the nine months ended June 28, 2025 was primarily driven by: •favorable mix associated with our U.S. Consumer segment; •higher commission associated with the Roundup® marketing agreement; •increased pricing in our U.S. Consumer and Other segments; •favorable material costs driven by supply chain savings initiatives in our U.S. Consumer segment, net of the impact of higher commodity costs; and •a decrease in impairment, restructuring and other charges; •partially offset by higher transportation costs included within “volume, mix and other” in our U.S. Consumer segment. Selling, General and Administrative Expenses The following table sets forth the components of selling, general and administrative expenses (“SG&A”): Three Months Ended Nine Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Advertising $ 46.7 $ 49.7 $ 148.9 $ 128.9 Other marketing 18.0 16.1 47.9 41.7 Share-based compensation 11.5 9.7 36.2 34.3 Research and development 8.0 7.9 25.2 22.4 Amortization of intangibles 0.7 0.7 2.0 2.0 Other selling, general and administrative 60.7 60.7 190.5 206.9 $ 145.6 $ 144.8 $ 450.7 $ 436.2 34 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) SG&A increased $0.8, or 0.6%, during the three months ended June 27, 2026 compared to the three months ended June 28, 2025. Advertising expense decreased $3.0, or 6.0%, driven by the timing of media spending in our U.S. Consumer segment. SG&A increased $14.5, or 3.3%, during the nine months ended June 27, 2026 compared to the nine months ended June 28, 2025. Advertising expense increased $20.0, or 15.5%, and other marketing expense increased $6.2, or 14.9%, driven by planned higher spending in our U.S. Consumer segment. Other SG&A decreased $16.4, or 7.9%, driven by lower short-term variable cash incentive compensation expense. Impairment, Restructuring and Other Activity described herein is classified within the “Cost of sales—impairment, restructuring and other” and “Impairment, restructuring and other” lines in the Condensed Consolidated Statements of Operations. The following table details impairment, restructuring and other charges for each of the periods presented: Three Months Ended Nine Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Cost of sales—impairment, restructuring and other: Restructuring and other charges, net $ 1.2 $ 2.0 $ 2.5 $ 6.1 Right-of-use asset impairments — — — 2.5 Operating expenses—impairment, restructuring and other: Restructuring and other charges, net 30.4 (1.0) 34.4 18.9 Credit loss on convertible debt and other investments 16.6 — 16.6 — Loss on exchange of convertible debt investment — — — 7.0 Total impairment, restructuring and other charges, net $ 48.2 $ 1.0 $ 53.5 $ 34.5 During the three and nine months ended June 27, 2026, we recorded employee and executive severance charges of $1.0 and $1.7, respectively, in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations primarily related to our U.S. Consumer segment; and $21.5 and $21.7, respectively, in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations primarily related to Corporate. During the three and nine months ended June 28, 2025, we recorded employee and executive severance charges of $2.0 and $5.0, respectively, in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations primarily related to our U.S. Consumer segment. During the three months ended June 28, 2025, employee and executive severance charges recorded in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations were not material. During the nine months ended June 28, 2025, we recorded employee and executive severance charges of $13.5 in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations, including charges of $1.9 in our U.S. Consumer segment and $11.6 at Corporate. During the three and nine months ended June 27, 2026, we recorded a non-cash charge of $8.7 for expected credit losses related to a seller financing loan in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations. During the three and nine months ended June 27, 2026, we recorded a non-cash charge of $7.9 for expected credit losses related to a convertible debt investment in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations. During the three and nine months ended June 27, 2026, we recorded a charge of $4.0 in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations associated with a settlement agreement to resolve a dispute with former shareholders of a business that was acquired in fiscal 2021. During the three and nine months ended June 28, 2025, we recorded a non-cash loss of $0.0 and $7.0, respectively, in the “Impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations related to the exchange of our convertible debt investment in RIV Capital for an investment in FLUENT. 35 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) During fiscal 2022, we began implementing a series of Company-wide organizational changes and initiatives intended to create operational and management-level efficiencies. As part of this restructuring initiative, we reduced the size of our supply chain network, reduced staffing levels and implemented other cost-reduction initiatives. During the three months ended June 28, 2025, costs associated with this restructuring initiative were not material. During the nine months ended June 28, 2025, we recorded costs of $3.6 in the “Cost of sales—impairment, restructuring and other” line in the Condensed Consolidated Statements of Operations associated with this restructuring initiative. Other Expense, net Other expense is comprised of activities such as the discount on sales of accounts receivable under the Master Receivables Purchase Agreement, royalty income from the licensing of certain of our brand names and foreign exchange transaction gains and losses. Other expense was $3.7 and $7.1 for the three months ended June 27, 2026 and June 28, 2025, respectively; and was $13.7 and $15.5 for the nine months ended June 27, 2026 and June 28, 2025, respectively. Income from Operations Income from operations was $169.6 for the three months ended June 27, 2026, a decrease of 23.5% compared to $221.8 for the three months ended June 28, 2025; and was $549.7 for the nine months ended June 27, 2026, an increase of 4.6% compared to $525.7 for the nine months ended June 28, 2025. For the three months ended June 27, 2026, the decrease was primarily driven by higher impairment, restructuring and other charges and a lower gross margin rate, partially offset by higher net sales. For the nine months ended June 27, 2026, the increase was primarily driven by higher net sales and a higher gross margin rate, partially offset by higher SG&A and higher impairment, restructuring and other charges. Equity in Income of Unconsolidated Affiliates Equity in income of unconsolidated affiliates was $29.2 and $25.3 for the three months ended June 27, 2026 and June 28, 2025, respectively; and was $11.6 and $9.5 for the nine months ended June 27, 2026 and June 28, 2025, respectively. Equity in income of unconsolidated affiliates associated with Bonnie Plants, LLC was $29.2 and $27.2 for the three months ended June 27, 2026 and June 28, 2025, respectively; and was $14.2 and $11.4 for the nine months ended June 27, 2026 and June 28, 2025, respectively. During the three months ended December 27, 2025, our investment balance in FLUENT was reduced to zero, and we discontinued equity method recognition of our proportionate share of FLUENT losses. Interest Expense Interest expense was $28.0 for the three months ended June 27, 2026, a decrease of 11.9% compared to $31.8 for the three months ended June 28, 2025; and was $86.5 for the nine months ended June 27, 2026, a decrease of 15.4% compared to $102.2 for the nine months ended June 28, 2025. For the three months ended June 27, 2026, the decrease was driven by lower average borrowings of $113.3 and a decrease in our weighted average interest rate, net of the impact of interest rate swaps, of 40 basis points. For the nine months ended June 27, 2026, the decrease was driven by lower average borrowings of $149.0 and a decrease in our weighted average interest rate, net of the impact of interest rate swaps, of 50 basis points. The decrease in average borrowings was driven by our focus on using available cash flow to reduce our debt. The decrease in our weighted average interest rate was primarily driven by lower borrowing rates under the Seventh A&R Credit Agreement. Other Non-Operating Expense, net Other non-operating expense, net was $15.6 and $1.3 for the three months ended June 27, 2026 and June 28, 2025, respectively; and was $17.9 and $3.9 for the nine months ended June 27, 2026 and June 28, 2025, respectively. The increase was driven by unrealized losses associated with the Vireo Equity Securities of $15.7. Income Tax Expense from Continuing Operations The effective tax rates related to continuing operations for the nine months ended June 27, 2026 and June 28, 2025 were 30.2% and 27.9%, respectively. The effective tax rate used for interim purposes is based on our best estimate of factors impacting the effective tax rate for the full fiscal year. Factors affecting the estimated effective tax rate include assumptions as to income by jurisdiction (domestic and foreign), the availability and utilization of tax credits and the existence of elements of income and expense that may not be taxable or deductible. The estimated effective tax rate is subject to revision in later interim periods and at fiscal year-end as facts and circumstances change during the course of the fiscal year. There can be no assurance that the effective tax rate estimated for interim financial reporting purposes will approximate the effective tax rate determined at fiscal year-end. 36 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Net Income from Continuing Operations Net income from continuing operations was $103.6, or $1.75 per diluted share, for the three months ended June 27, 2026 compared to $154.7, or $2.64 per diluted share, for the three months ended June 28, 2025. The decrease was driven by higher impairment, restructuring and other charges, higher other non-operating expense and a lower gross margin rate, partially offset by higher net sales, higher equity in income of unconsolidated affiliates, lower interest expense and lower income tax expense. Diluted average common shares used in the diluted net income per common share from continuing operations calculation for the three months ended June 27, 2026 and June 28, 2025 were 59.2 million and 58.6 million, respectively, which included potential common shares of 1.0 million and 0.9 million, respectively. The increase in diluted average common shares was primarily the result of the exercise and issuance of share-based compensation awards. Net income from continuing operations was $319.1, or $5.40 per diluted share, for the nine months ended June 27, 2026 compared to $309.4, or $5.28 per diluted share, for the nine months ended June 28, 2025. The increase was driven by higher net sales, a higher gross margin rate and lower interest expense, partially offset by higher impairment, restructuring and other charges, higher other non-operating expense, higher income tax expense and higher SG&A. Diluted average common shares used in the diluted net income per common share from continuing operations calculation for the nine months ended June 27, 2026 and June 28, 2025 were 59.1 million and 58.6 million, respectively, which included potential common shares of 1.0 million and 1.1 million, respectively. The increase in diluted average common shares was primarily the result of the exercise and issuance of share-based compensation awards. Income (Loss) from Discontinued Operations, net of tax Income (loss) from discontinued operations, net of tax, associated with our Hawthorne business was $8.6 and $(5.6) for the three months ended June 27, 2026 and June 28, 2025, respectively; and was $(93.3) and $(12.3) for the nine months ended June 27, 2026 and June 28, 2025, respectively. During the nine months ended June 27, 2026, we recorded a loss of $101.8 related to the sale of the Hawthorne business in North America. During the three months ended June 27, 2026, we recorded a $32.6 reduction to the cumulative pre-tax loss driven by the closing date valuation of the non-cash sale consideration. Income tax expense from discontinued operations was $24.8 for the three months ended June 27, 2026 and includes the impact of a valuation allowance recognized against certain deferred tax assets associated with the former Hawthorne business in Canada. SEGMENT RESULTS As a result of the classification of the Hawthorne business as a discontinued operation, our reportable segments for the three and nine months ended June 27, 2026 differ from prior periods. The prior period amounts have been reclassified to reflect the removal of Hawthorne as a reportable segment. Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income taxes, amortization, impairment, restructuring and other charges (“Segment Profit (Loss)”), which is a non-GAAP financial measure. We believe this measure is indicative of performance trends and the overall earnings potential of each segment. The following table sets forth net sales by segment: Three Months Ended Nine Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 U.S. Consumer reportable segment $ 1,032.9 $ 1,030.2 $ 2,738.4 $ 2,682.6 Other non-reportable operating segment 139.2 129.1 247.7 233.1 Consolidated $ 1,172.1 $ 1,159.3 $ 2,986.1 $ 2,915.7 37 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) The following table sets forth Segment Profit (Loss) as well as a reconciliation to income from continuing operations before income taxes, the most directly comparable measure prepared in accordance with GAAP: Three Months Ended Nine Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 U.S. Consumer Segment Profit (Non-GAAP) $ 229.8 $ 235.2 $ 676.1 $ 637.2 Other non-reportable operating segment profit 18.6 16.9 29.0 22.8 Corporate (29.9) (28.7) (99.9) (97.7) Intangible asset amortization (0.7) (0.7) (2.0) (2.0) Impairment, restructuring and other (48.2) (0.9) (53.5) (34.6) Equity in income of unconsolidated affiliates 29.2 25.3 11.6 9.5 Interest expense (28.0) (31.8) (86.5) (102.2) Other non-operating expense, net (15.6) (1.3) (17.9) (3.9) Income from continuing operations before income taxes (GAAP) $ 155.2 $ 214.0 $ 456.9 $ 429.1 U.S. Consumer U.S. Consumer segment net sales were $1,032.9 in the third quarter of fiscal 2026, an increase of 0.3% from third quarter of fiscal 2025 net sales of $1,030.2; and were $2,738.4 for the first nine months of fiscal 2026, an increase of 2.1% from the first nine months of fiscal 2025 net sales of $2,682.6. For the third quarter of fiscal 2026, the increase was driven by favorable volume and mix of 0.5%, partially offset by decreased pricing of 0.2%. For the nine months ended June 27, 2026, the increase was driven by favorable volume and mix of 1.8% and increased pricing of 0.3%. Favorable mix for the three months ended June 27, 2026 was driven by higher sales of branded products, partially offset by lower sales of mulch products. Favorable mix for the nine months ended June 27, 2026 was driven by higher sales of branded products including soils, grass seed, controls and fertilizer products, partially offset by lower sales of mulch products. U.S. Consumer Segment Profit was $229.8 in the third quarter of fiscal 2026, a decrease of 2.3% from third quarter of fiscal 2025 Segment Profit of $235.2; and was $676.1 for the first nine months of fiscal 2026, an increase of 6.1% from the first nine months of fiscal 2025 Segment Profit of $637.2. For the three months ended June 27, 2026, the decrease was primarily due to a lower gross margin rate. For the nine months ended June 27, 2026, the increase was primarily due to higher net sales and a higher gross margin rate, partially offset by higher SG&A. Other Other segment net sales were $139.2 in the third quarter of fiscal 2026, an increase of 7.8% from third quarter of fiscal 2025 net sales of $129.1; and were $247.7 for the first nine months of fiscal 2026, an increase of 6.3% from the first nine months of fiscal 2025 net sales of $233.1. For the third quarter of fiscal 2026, the increase was driven by higher sales volume of 7.8% and increased pricing of 0.6%, partially offset by unfavorable foreign exchange rates of 0.6%. For the nine months ended June 27, 2026, the increase was driven by higher sales volume of 4.1%, increased pricing of 1.3% and favorable foreign exchange rates of 0.9%. Other Segment Profit was $18.6 in the third quarter of fiscal 2026, an increase of 10.1% from third quarter of fiscal 2025 Segment Profit of $16.9; and was $29.0 for the first nine months of fiscal 2026, an increase of 27.2% from the first nine months of fiscal 2025 Segment Profit of $22.8. For the three and nine months ended June 27, 2026, the increase was driven by higher net sales and a higher gross margin rate. Corporate Corporate expenses were $29.9 in the third quarter of fiscal 2026, an increase of 4.2% from third quarter of fiscal 2025 expenses of $28.7; and were $99.9 for the first nine months of fiscal 2026, an increase of 2.3% from the first nine months of fiscal 2025 expenses of $97.7. 38 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) LIQUIDITY AND CAPITAL RESOURCES The following table summarizes cash activities: Nine Months Ended June 27, 2026 June 28, 2025 Net cash provided by operating activities $ 195.2 $ 197.2 Net cash used in investing activities (102.1) (60.0) Net cash used in financing activities (101.8) (158.2) Operating Activities Cash provided by operating activities totaled $195.2 for the nine months ended June 27, 2026 compared to $197.2 for the nine months ended June 28, 2025. The decrease was driven by lower accounts receivable sales under the Master Receivables Purchase Agreement, higher SG&A and higher short-term variable cash incentive compensation payments, partially offset by accounts payable timing, higher gross margin and the timing of inventory production. Investing Activities Cash used in investing activities totaled $102.1 for the nine months ended June 27, 2026 compared to $60.0 for the nine months ended June 28, 2025. Cash used for investments in property, plant and equipment during the first nine months of fiscal 2026 and 2025 was $63.1 and $54.5, respectively. On April 8, 2026, we completed the sale of our Hawthorne business in North America to Vireo in exchange for non-cash consideration. On the closing date, the Hawthorne business held cash and cash equivalents of $35.0 that was transferred to Vireo as part of the sale, which was classified as an investing activity in the “Net cash disposed of on sale of business” line in the Condensed Consolidated Statements of Cash Flows. During the nine months ended June 27, 2026 and June 28, 2025, we had net other investing cash outflows of $4.0 and $5.5, respectively. Financing Activities Cash used in financing activities totaled $101.8 for the nine months ended June 27, 2026 compared to $158.2 for the nine months ended June 28, 2025. During the nine months ended June 27, 2026, we had net borrowings on our debt instruments of $5.7. We also paid dividends of $116.3, financing and issuance fees of $8.9 and received cash from the exercise of stock options of $3.9 (which also includes amounts received from employee purchases under the employee stock purchase plan). During the nine months ended June 28, 2025, we had net repayments on our debt instruments of $39.3, paid dividends of $116.2 and received cash from the exercise of stock options of $11.2 (which also includes amounts received from employee purchases under the employee stock purchase plan). During the nine months ended June 27, 2026 and June 28, 2025, we repurchased Common Shares for $12.1 and $18.4, respectively (which includes cash paid to tax authorities to satisfy statutory income tax withholding obligations related to share-based compensation). In addition, during the nine months ended June 27, 2026 and June 28, 2025, we had other financing cash inflows of $25.9 and $4.5, respectively, primarily related to collections of previously sold accounts receivable not yet submitted to the buyer. Share Repurchases On December 19, 2025, our Board of Directors authorized a share repurchase program, with no expiration date, for the repurchase of up to $500.0 of Common Shares. There have been no share repurchases under this authorization as of June 27, 2026. 39 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Accounts Receivable Sales We are party to a Master Receivables Purchase Agreement, which is uncommitted and expires on September 1, 2026, under which we may sell up to $750.0 of available and eligible outstanding customer accounts receivable generated by sales to five specified customers. Transactions under the Master Receivables Purchase Agreement are accounted for as sales of accounts receivable, and the receivables sold are removed from the Condensed Consolidated Balance Sheets at the time of the sales transaction. Proceeds received from the sales of accounts receivable are classified as operating cash flows and collections of previously sold accounts receivable not yet submitted to the buyer are classified as financing cash flows in the Condensed Consolidated Statements of Cash Flows. We record the discount on sales in the “Other expense, net” line in the Condensed Consolidated Statements of Operations. At June 27, 2026, June 28, 2025 and September 30, 2025, net receivables derecognized were $312.1, $418.8 and $163.3, respectively. During the three months ended June 27, 2026 and June 28, 2025, proceeds from the sale of receivables under the Master Receivables Purchase Agreement totaled $592.9 and $686.7, respectively, and the total discount recorded on sales was $5.2 and $7.3, respectively. During the nine months ended June 27, 2026 and June 28, 2025, proceeds from the sale of receivables under the Master Receivables Purchase Agreement totaled $1,661.4 and $1,708.9, respectively, and the total discount recorded on sales was $16.5 and $18.5, respectively. Supplier Finance Program We maintain a supplier finance program which facilitates participating suppliers’ ability to finance our payment obligations with a designated third-party financial institution. Participating suppliers may, at their sole discretion, elect to finance our payment obligations prior to their scheduled due dates at a discounted price to the participating financial institution. Our obligations to our suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under this arrangement. The payment terms that we negotiate with our suppliers are consistent, regardless of whether a supplier participates in the program. Our current payment terms with a majority of our suppliers generally range from 30 to 60 days, which we deem to be commercially reasonable. Our outstanding payment obligations under our supplier finance program were $23.7, $18.8 and $13.9 at June 27, 2026, June 28, 2025 and September 30, 2025, respectively, and are recorded within accounts payable in the Condensed Consolidated Balance Sheets. The associated payments were $239.9 and $208.9 for the nine months ended June 27, 2026 and June 28, 2025, respectively, and are classified as operating activities in the Condensed Consolidated Statements of Cash Flows. Cash and Cash Equivalents Our cash and cash equivalents were held in cash depository accounts with major financial institutions around the world or invested in high-quality, short-term liquid investments having original maturities of three months or less. The cash and cash equivalents balances, including cash and cash equivalents classified within current assets held for sale, of $27.7, $51.1 and $36.6 as of June 27, 2026, June 28, 2025 and September 30, 2025, respectively, included $18.0, $20.1 and $4.2, respectively, held by controlled foreign corporations. As of June 27, 2026, we maintain our assertion of indefinite reinvestment of the earnings of all material foreign subsidiaries. Borrowing Agreements Credit Facilities Our primary sources of liquidity are cash generated by operations and borrowings under our credit facilities, which are guaranteed by substantially all of Scotts Miracle-Gro’s domestic subsidiaries. On November 21, 2025, we entered into the Seventh A&R Credit Agreement, providing the Company and certain of its subsidiaries with five-year senior secured loan facilities in the aggregate principal amount of $2,000.0, comprised of a revolving credit facility of $1,500.0 and a term loan in the original principal amount of $500.0. The Seventh A&R Credit Agreement also provides us with the right to seek additional committed credit under the agreement in an aggregate amount of up to $500.0 plus an unlimited additional amount, subject to certain specified financial and other conditions. The Seventh A&R Credit Agreement provides for the issuance of letters of credit up to $100.0 and will terminate on November 21, 2030. The terms of the Seventh A&R Credit Agreement include customary representations and warranties, affirmative and negative covenants, financial covenants and events of default. Borrowings under the Seventh A&R Credit Agreement bear interest at variable rates derived from the prevailing U.S. Prime Rate, Federal Reserve Bank of New York Rate, Secured Overnight Financing Rate, Euro Interbank Offered Rate, Canadian Prime Rate or Canadian Overnight Repo Rate Average (all as defined in the Seventh A&R Credit Agreement), based on our election, plus a spread that depends on our quarterly-tested leverage ratio. 40 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) At June 27, 2026, we had letters of credit outstanding in the aggregate principal amount of $93.2, and had $1,381.8 of borrowing availability under the Seventh A&R Credit Agreement. The weighted average interest rates on average borrowings under the credit facilities, excluding the impact of interest rate swaps, were 6.4% and 7.7% for the nine months ended June 27, 2026 and June 28, 2025, respectively. The Seventh A&R Credit Agreement contains, among other obligations, an affirmative covenant regarding our leverage ratio determined as of the end of each of our fiscal quarters, calculated as average total indebtedness divided by our Adjusted EBITDA. The maximum permitted leverage ratio is 5.00. Our leverage ratio was 3.78 at June 27, 2026. The Seventh A&R Credit Agreement also contains an affirmative covenant regarding our interest coverage ratio determined as of the end of each of our fiscal quarters, calculated as Adjusted EBITDA divided by interest expense, as described in the Seventh A&R Credit Agreement. The minimum required interest coverage ratio is (i) 3.00 for each of the fiscal quarters within fiscal 2026, (ii) 3.25 for each of the fiscal quarters within fiscal 2027 and (iii) 3.50 for fiscal quarters thereafter. Our interest coverage ratio was 5.67 at June 27, 2026. The Seventh A&R Credit Agreement allows us to make unlimited restricted payments (as defined in the Seventh A&R Credit Agreement), including dividend payments on, and repurchases of, Common Shares, as long as the leverage ratio resulting from the making of such restricted payments is 4.00 or less. Otherwise, we are limited to restricted payments in an aggregate amount for each fiscal year not to exceed $225.0. Senior Notes On December 15, 2016, Scotts Miracle-Gro issued $250.0 aggregate principal amount of 5.250% Senior Notes with a maturity date of December 15, 2026. The 5.250% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 5.250% Senior Notes have interest payment dates of June 15 and December 15 of each year. At June 27, 2026, the $250.0 aggregate principal amount of the 5.250% Senior Notes is classified in the “Current portion of debt” line in the Condensed Consolidated Balance Sheets as it is payable within one year. We intend to repay the 5.250% Senior Notes during fiscal 2026 using a combination of cash flow from operations and available borrowing capacity under the Seventh A&R Credit Agreement. On October 22, 2019, Scotts Miracle-Gro issued $450.0 aggregate principal amount of 4.500% Senior Notes due 2029. The 4.500% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 4.500% Senior Notes have interest payment dates of April 15 and October 15 of each year. On March 17, 2021, Scotts Miracle-Gro issued $500.0 aggregate principal amount of 4.000% Senior Notes due 2031. The 4.000% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 4.000% Senior Notes have interest payment dates of April 1 and October 1 of each year. On August 13, 2021, Scotts Miracle-Gro issued $400.0 aggregate principal amount of 4.375% Senior Notes due 2032. The 4.375% Senior Notes represent general unsecured senior obligations and rank equal in right of payment with our existing and future unsecured senior debt. The 4.375% Senior Notes have interest payment dates of February 1 and August 1 of each year. Substantially all of Scotts Miracle-Gro’s directly and indirectly owned domestic subsidiaries serve as guarantors of the 5.250% Senior Notes, the 4.500% Senior Notes, the 4.000% Senior Notes and the 4.375% Senior Notes. 41 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) Interest Rate Swap Agreements We enter into interest rate swap agreements with major financial institutions that effectively convert a portion of our variable-rate debt to a fixed rate. Interest payments made between the effective date and expiration date are hedged by the swap agreements. Swap agreements that were hedging interest payments as of June 27, 2026, June 28, 2025 and September 30, 2025 had a maximum total U.S. dollar equivalent notional amount of $450.0. The notional amount, effective date, expiration date and rate of each of the swap agreements outstanding at June 27, 2026 are shown in the table below: Notional Amount ($) Effective Date (a) Expiration Date Fixed Rate 150 6/7/2023 4/7/2027 3.37 % 50 6/7/2023 4/7/2027 3.34 % 100 (b) 11/20/2023 3/22/2027 4.74 % 150 (b) 9/20/2024 9/20/2029 4.25 % 100 4/8/2027 4/8/2030 3.40 % (a)The effective date refers to the date on which interest payments are first hedged by the applicable swap agreement. (b)Notional amount adjusts in accordance with a specified seasonal schedule. This represents the maximum notional amount at any point in time. Availability and Use of Cash We believe that our cash flows from operations and borrowings under our agreements described herein will be sufficient to meet debt service, capital expenditures and working capital needs for the foreseeable future. However, we cannot ensure that our business will generate sufficient cash flow from operations or that future borrowings will be available under our borrowing agreements in amounts sufficient to pay indebtedness or fund other liquidity needs. Actual results of operations will depend on numerous factors, many of which are beyond our control as further discussed in the 2025 Annual Report, under “ITEM 1A. RISK FACTORS — Risks Related to Our M&A, Lending and Financing Activities — Our indebtedness could limit our flexibility and adversely affect our financial condition.” Financial Disclosures About Guarantors and Issuers of Guaranteed Securities The 5.250% Senior Notes, 4.500% Senior Notes, 4.000% Senior Notes and 4.375% Senior Notes were issued by Scotts Miracle-Gro on December 15, 2016, October 22, 2019, March 17, 2021 and August 13, 2021, respectively. The Senior Notes are guaranteed by certain consolidated domestic subsidiaries of Scotts Miracle-Gro (collectively, the “Guarantors”) and, therefore, we report summarized financial information in accordance with SEC Regulation S-X, Rule 13-01, “Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.” The guarantees are “full and unconditional,” as those terms are used in Regulation S-X, Rule 3-10(b)(3), except that a Guarantor’s guarantee will be released in certain circumstances set forth in the indentures governing the Senior Notes, such as: (i) upon any sale or other disposition of all or substantially all of the assets of the Guarantor (including by way of merger or consolidation) to any person other than Scotts Miracle-Gro or any “restricted subsidiary” under the applicable indenture; (ii) if the Guarantor merges with and into Scotts Miracle-Gro, with Scotts Miracle-Gro surviving such merger; (iii) if the Guarantor is designated an “unrestricted subsidiary” in accordance with the applicable indenture or otherwise ceases to be a “restricted subsidiary” (including by way of liquidation or dissolution) in a transaction permitted by such indenture; (iv) upon legal or covenant defeasance; (v) at the election of Scotts Miracle-Gro following the Guarantor’s release as a guarantor under the Seventh A&R Credit Agreement, except a release by or as a result of the repayment of the Seventh A&R Credit Agreement; or (vi) if the Guarantor ceases to be a “restricted subsidiary” and the Guarantor is not otherwise required to provide a guarantee of the Senior Notes pursuant to the applicable indenture. Our foreign subsidiaries and certain of our domestic subsidiaries are not guarantors (collectively, the “Non-Guarantors”) of the Senior Notes. Payments on the Senior Notes are only required to be made by Scotts Miracle-Gro and the Guarantors. As a result, no payments are required to be made from the assets of the Non-Guarantors, unless those assets are transferred by dividend or otherwise to Scotts Miracle-Gro or a Guarantor. In the event of a bankruptcy, insolvency, liquidation or reorganization of any of the Non-Guarantors, holders of their indebtedness, including their trade creditors and other obligations, will be entitled to payment of their claims from the assets of the Non-Guarantors before any assets are made available for distribution to Scotts Miracle-Gro or the Guarantors. As a result, the Senior Notes are effectively subordinated to all the liabilities of the Non-Guarantors. 42 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) The guarantees may be subject to review under federal bankruptcy laws or relevant state fraudulent conveyance or fraudulent transfer laws. In certain circumstances, the court could void the guarantee, subordinate the amounts owing under the guarantee, or take other actions detrimental to the holders of the Senior Notes. As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or a valid antecedent debt is satisfied. A court would likely find that a Guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent such Guarantor did not obtain a reasonably equivalent benefit from the issuance of the Senior Notes. The measure of insolvency varies depending upon the law of the jurisdiction that is being applied. Regardless of the measure being applied, a court could determine that a Guarantor was insolvent on the date the guarantee was issued, so that payments to the holders of the Senior Notes would constitute a preference, fraudulent transfer or conveyances on other grounds. If a guarantee is voided as a fraudulent conveyance or is found to be unenforceable for any other reason, the holders of the Senior Notes will not have a claim against the Guarantor. Each guarantee contains a provision intended to limit the Guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent conveyance. However, there can be no assurance as to what standard a court will apply in making a determination of the maximum liability of each Guarantor. Moreover, this provision may not be effective to protect the guarantees from being voided under fraudulent conveyance laws. There is a possibility that the entire guarantee may be set aside, in which case the entire liability may be extinguished. The following tables present summarized financial information on a combined basis for Scotts Miracle-Gro and the Guarantors. Transactions between Scotts Miracle-Gro and the Guarantors have been eliminated and the summarized financial information does not reflect investments by Scotts Miracle-Gro and the Guarantors in the Non-Guarantor subsidiaries. June 27, 2026 September 30, 2025 Current assets $ 1,160.2 $ 831.9 Non-current assets (a) 1,745.3 1,657.4 Current liabilities 1,000.0 640.9 Non-current liabilities 2,234.7 2,297.4 (a)Includes amounts due from Non-Guarantor subsidiaries of $54.4 and $11.4, respectively. Nine Months Ended Year Ended June 27, 2026 September 30, 2025 Net sales $ 2,755.7 $ 3,018.5 Gross margin 1,014.9 980.0 Net income from continuing operations 325.5 196.3 Net income (a) 245.9 180.4 (a)Includes intercompany income from Non-Guarantor subsidiaries of $9.9 and $5.9, respectively. Judicial and Administrative Proceedings We are party to various pending judicial and administrative proceedings and claims arising in the ordinary course of business relating to, among others, product and general liabilities, workers’ compensation, property losses and other liabilities for which we are self-insured or retain a high exposure limit. We have reviewed these pending judicial and administrative proceedings, including the probable outcomes, reasonably anticipated costs and expenses, and the availability and limits of our insurance coverage, and have established what we believe to be appropriate accruals. We believe that our assessment of contingencies is reasonable and related accruals are adequate, both individually and in the aggregate; however, there can be no assurance that final resolution of these matters will not have a material effect on our financial condition, results of operations or cash flows. 43 Contents THE SCOTTS MIRACLE-GRO COMPANY (Dollars in millions, except per share data) REGULATORY MATTERS We are subject to local, state, federal and foreign environmental protection laws and regulations with respect to our business operations and believe we are operating in substantial compliance, or taking actions aimed at ensuring compliance, with such laws and regulations. We are involved in several legal actions with various governmental agencies related to environmental matters. While it is difficult to quantify the potential financial impact of actions involving these environmental matters, particularly remediation costs at waste disposal sites and future capital expenditures for environmental control equipment, in the opinion of management, the ultimate liability arising from such environmental matters, taking into account established accruals, is not expected to have a material effect on our financial condition, results of operations or cash flows. However, there can be no assurance that the resolution of these matters will not materially affect our future quarterly or annual results of operations, financial condition or cash flows. Additional information on environmental matters affecting us is provided in the 2025 Annual Report, under “ITEM 1. BUSINESS — Regulatory Considerations” and “ITEM 3. LEGAL PROCEEDINGS.” CRITICAL ACCOUNTING ESTIMATES Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of financial statements and related disclosures in accordance with GAAP requires management to use judgment and make estimates that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. By their nature, these judgments are subject to uncertainty. We base our estimates on historical experience, current trends and other factors that we believe to be relevant under the circumstances at the time the estimate was made. Certain accounting estimates are particularly significant, including those related to revenue recognition and promotional allowances, income taxes and goodwill and indefinite-lived intangible assets. We believe that our estimates, assumptions, and judgments are reasonable in that they were based on information available when the estimates, assumptions and judgments were made. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from those implied by our assumptions and estimates. The Audit Committee of the Board of Directors of Scotts Miracle-Gro reviews our critical accounting estimates on an ongoing basis, including those related to revenue recognition and promotional allowances, income taxes and goodwill and indefinite-lived intangible assets. Our critical accounting estimates have not changed materially from those disclosed in the 2025 Annual Report.