SMG

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS from continuing operations was $1.75, down 34%; non-GAAP adjusted diluted EPS was $2.82, up 8%.
• Company reaffirms full-year outlook: U.S. Consumer net sales low single-digit growth, adjusted gross margin at least 32%, adjusted EBITDA mid single-digit growth, free cash flow of $275 million.
• Net leverage ratio improved to 3.78x, down 0.37x versus last year.
• Hagedorn Partnership expressed support for new CEO Nate Baxter, who succeeded Jim Hagedorn.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• James Hagedorn, CEO since 2001 and Chairman since 2003, resigned from the Board; Peter Shumlin was elected Chairman.
• Baxter's annual base salary is $1,100,000 with a 150% target incentive and a $5,250,000 LTIP target for the upcoming fiscal year.
• Baxter will receive a $2,000,000 true-up restricted stock unit grant under the Long Term Incentive Plan.
• Hagedorn will receive $17,400,000 (reduced by pension value) over 12 months, plus $500,000 for airplane services and $150,000 for administrative support, under a Separation Agreement.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS from continuing operations was $4.46, up 18%; non-GAAP adjusted EPS was $4.53, up 13%.
• Non-GAAP adjusted EBITDA was $437.4 million, up 9% from prior year.
• Gross margin rate improved to 41.8% (GAAP and non-GAAP), up 280 and 240 basis points respectively.
• Fiscal 2026 guidance reaffirmed: U.S. Consumer net sales low single-digit growth, adjusted EPS $4.15-$4.35, free cash flow $275 million.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On April 8, 2026, SMG Growing Media LLC, a Scotts Miracle-Gro subsidiary, sold the Hawthorne business to Vireo Growth Inc.
• The transaction closed substantially simultaneously with signing of the Securities Purchase Agreement.
• Hawthorne results are classified as a discontinued operation effective in fiscal Q1 2026; fiscal 2024 and 2025 results were recast.
• Vireo nominated Chris Hagedorn for election to its board, with plans for him to chair a new strategic growth committee.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• This 8-K furnishes revised GAAP and non-GAAP financial results for fiscal 2024 and 2025, reflecting Hawthorne as discontinued.
• For FY2025, revised GAAP net sales were $3,255.8 million, with net income from continuing operations of $182.1 million and a net loss from discontinued operations of $36.9 million.
• For FY2024, revised GAAP net sales were $3,268.4 million, with net income from continuing operations of $27.3 million and a net loss from discontinued operations of $62.2 million.
• The filing includes revised segment results and a reconciliation of non-GAAP adjusted EBITDA for the affected periods.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• James Hagedorn, Edith Avilés, Roberto Candelino, and Mark D. Kingdon were elected as directors for terms expiring in 2029.
• The advisory vote on named executive officer compensation passed with 39,606,777 votes for and 7,422,471 against.
• Shareholders ratified Deloitte & Touche LLP as independent auditor for fiscal year ending September 30, 2026.
• New equity award agreement forms for executives and non-employee directors take effect January 30, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• GAAP net loss from continuing operations was $0.83 per share, improved from a $1.15 loss per share in the prior year; non-GAAP adjusted loss was $0.77 per share, improved from $0.88.
• GAAP gross margin rate was 25.0% and non-GAAP adjusted gross margin rate was 25.4%, each up 90 basis points year over year.
• Company announced advanced discussions to sell its Hawthorne subsidiary to Vireo Growth, Inc., with closing expected in fiscal Q2; Hawthorne results are now reported as discontinued operations.
• Board authorized a share repurchase program of up to $500 million, with repurchases expected to commence in late 2026; fiscal 2026 guidance reaffirmed.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits