UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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~~September 53, 2025 (~~July~~August 3128, 2025)

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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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~July~~August 3128, 2025, ~~Lieutenant~~The ~~General~~Scotts Miracle-Gro Company, in its capacity as seller representative (~~retired~~the “Company”), ~~John~~entered R.into ~~Vines~~that certain Second Amendment to Master Receivables Purchase Agreement (the “Amendment”), aby ~~member~~and ofamong the ~~Board~~Company ofand ~~Directors~~JPMorgan Chase Bank, N.A. (the “~~Board~~Purchaser”) to amend that certain Master Receivables Purchase Agreement (as previously amended, ~~notified~~the “Master Receivables Purchase Agreement”), by and among The Scotts ~~Miracle-Gro~~Company LLC, in its capacity as seller and servicer (the “Seller”), the other subsidiaries of the Company that from time to time become party thereto as a seller and servicer (the “Additional Sellers” and together with the Seller, the “Sellers”), the Purchaser, and, for the limited purpose of a performance undertaking and, as “Seller Representative” (as defined in the Master Receivables Purchase Agreement), the Company, by extending the “Purchase Termination Date” (as defined in the Master Receivables Purchase Agreement) of ~~his~~September ~~retirement~~1, ~~from~~2025 to a new Purchase Termination Date of September 1, 2026, as provided for and permitted under the ~~Board~~Master Receivables Purchase Agreement.

~~Mr.~~Under ~~Vines~~the Master Receivables Purchase Agreement, aas ~~member~~amended ofto date, the ~~(i)~~Sellers ~~Nominating~~may sell, and ~~Governance~~the ~~Committee~~Purchaser may purchase on an uncommitted and weekly basis, up to $750 million of a portfolio of available and eligible outstanding customer accounts receivable (iias so amended, the “Receivables Facility”). The ~~Innovation~~eligible &accounts ~~Technology~~receivable ~~Committee,~~to ~~confirmed~~be ~~that~~sold ~~his~~under ~~departure~~the ~~was~~Receivables ~~not~~Facility ~~due~~consist of up to ~~any~~$750 ~~disagreement~~million ~~with~~in accounts receivable generated by sales to five specified customers of the Company. The onSeller, ~~any~~as ~~matter~~the ~~relating~~servicer tounder ~~its~~the ~~operations~~Receivables Facility (the “Servicer”), ~~policies~~will orcontinue ~~practices~~to service the account receivables sold to the Purchaser for a servicer fee of 20 basis points. AsThe aReceivables ~~Class~~Facility, IIafter ~~director~~giving effect to the Amendment, ~~Mr.~~is ~~Vines’~~an uncommitted facility with a term ~~was~~that ~~set~~expires toon ~~expire~~September at1, ~~the~~2026, ~~Company’s~~unless ~~2027~~earlier ~~Annual~~terminated ~~Meeting~~by ofthe ~~Shareholders~~Purchaser.

OnThe ~~July~~Receivables ~~31,~~Facility ~~2025, the Board, upon the recommendation of the Nominating~~ and ~~Governance Committee of~~ the ~~Board~~Master ~~(“Nominating~~Receivables ~~Committee”),~~Purchase ~~appointed~~Agreement ~~General~~continue ~~(retired) Austin Scott Miller as a Class II member of the Board~~ to ~~fill~~contain ~~the~~customary ~~vacancy~~representations ~~arising~~and ~~from~~warranties ~~Mr.~~and ~~Vines’~~covenants ~~retirement,~~for ~~with~~facilities ~~an effective date~~ of ~~August~~this 1nature, ~~2025. As~~including aas ~~Class II director, Mr. Miller will hold office for a term scheduled~~ to ~~expire at~~ the ~~2027~~eligibility ~~Annual Meeting~~ of ~~Shareholders of~~ the ~~Company. Upon~~account ~~the~~receivables ~~recommendation~~being ~~of the Nominating Committee~~sold, ~~the~~and ~~Board~~continue ~~also appointed Mr. Miller~~ to ~~serve~~contain oncustomary ~~the~~repurchase ~~Board’s~~events Nominating Committee as well as the Innovation & Technology Committee. Upon the recommendation of the Nominating Committee, the Board determined that Mr. Miller satisfies the applicable independence requirements set forth in the rules and ~~regulations~~indemnification ofprovisions ~~the~~for ~~New~~facilities ~~York Stock Exchange and the Securities and Exchange Commission and has no material relationships with the Company or its subsidiaries other than through his service as a director~~ of ~~the~~this ~~Company~~nature.

InThe ~~his~~Receivables ~~capacity~~Facility ascontinues ato be non-~~employee~~recourse ~~director~~to of the ~~Company,~~Sellers ~~Mr.~~and ~~Miller will receive~~ the ~~same~~Company, ~~compensation for 2025 as~~ other ~~non-employee~~than ~~directors~~with ofrespect ~~the~~to ~~Company~~customary, ~~pro-rated~~limited recourse to ~~reflect~~ the ~~time~~Sellers hein ~~serves~~the onform ~~the~~of ~~Board~~(i) ~~during~~repurchase ~~the~~obligations ~~2025~~and ~~calendar~~indemnification ~~year,~~obligations ~~which~~for ~~consists~~any ofviolations ~~cash~~by ~~retainer~~the ~~payments~~Sellers inor the ~~amount~~Servicer of ~~$47,917~~their ~~and~~respective arepresentations ~~grant~~or ofobligations ~~restricted~~as ~~stock~~seller ~~units~~or ~~(“RSUs”)~~servicer ~~with~~under athe ~~grant~~Master ~~date~~Receivables ~~value~~Purchase ofAgreement ~~$87,500. The~~and ~~RSUs,~~(ii) ~~which~~certain ~~are~~repurchase ~~granted~~or ~~under~~payment ~~The~~obligations ~~Scotts~~arising ~~Miracle-Gro~~from ~~Long-Term~~any ~~Incentive~~dilution ~~Plan~~of, ~~have~~or adispute ~~grant~~with ~~date~~respect ~~of August 1~~to, ~~2025~~any ~~and~~purchased ~~will~~receivables ~~vest~~that onarise ~~January~~after ~~31, 2026 (~~the ~~"Vesting~~sale ~~Date")~~of ~~provided~~such ~~that~~purchased ~~his~~receivables ~~Board~~to ~~service~~the ~~has~~Purchaser ~~continued~~and atnot ~~least~~contemplated ~~through~~in the ~~date~~applicable ofpurchase ~~the~~price ~~Company’s 2026 Annual Meeting~~ of ~~Shareholders~~such ifpurchased itreceivable is(clauses ~~held~~(i) ~~prior~~and to(ii) ~~the~~together ~~Vesting~~referred ~~Date, subject~~ to ~~accelerated~~herein ~~vesting~~as in the ~~event~~“Recourse ~~of Mr~~Obligations”). ~~Miller’s death or disability.~~

AThe ~~copy~~Recourse Obligations of the Sellers and the Servicer that may arise from time to time continue to be supported by standby letters of credit of $75 million issued pursuant to the Company'’s ~~news~~senior ~~release~~secured ~~announcing~~revolving ~~these~~facility. The ~~changes~~Recourse isObligations ~~included~~and asother ~~Exhibit~~obligations ~~99.1~~of the Sellers and the Servicer under the Receivables Facility continue to ~~this~~be ~~Current~~guaranteed ~~Report~~by onthe ~~Form~~Company ~~8-K~~under ~~and~~a isPerformance ~~incorporated~~Undertaking ~~herein~~(the “Performance Undertaking”), dated as of October 27, 2023, made by ~~reference~~the Company in favor of the Purchaser.

The Company continues to expect to use the proceeds from receivables sales under the Receivables Facility for general corporate purposes.

The foregoing summary of the material terms of the Amendment is qualified in its entirety by reference to the Second Amendment to Master Receivables Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form-8-K. The description of the material terms of the Master Receivables Purchase Agreement and the Performance Undertaking is qualified in its entirety by the full text of such agreements, copies of which are attached as Exhibits 10.1 and 10.2 to the Form 8-K filed with the SEC on November 1, 2023.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired:

Not applicable.

(b) Pro forma financial information:

Not applicable.

(d) Exhibits:

Exhibit No.			Description
99.1			News Release issued by The Scotts Miracle-Gro Company on August 5, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits:


Exhibit No.			Description
10.1			Second Amendment to Master Receivables Purchase Agreement, dated August 28, 2025, by and between The Scotts Miracle-Gro Company to JPMorgan Chase Bank, N.A.

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:	~~August~~September 53, 2025	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 ~~August~~September 53, 2025

The Scotts Miracle-Gro Company

Exhibit No.			Description
99.1			News Release issued by The Scotts Miracle-Gro Company on August 5, 2025
10.1			Second Amendment to Master Receivables Purchase Agreement, dated August 28, 2025, by and between The Scotts Miracle-Gro Company to JPMorgan Chase Bank, N.A.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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