The Scotts Miracle-Gro Co 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the quarterly period ended March28, 2026OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from toCommission File Number:001-11593____________________________________ The Scotts Miracle-Gro Company (Exact name of registrant as specified in its charter)____________________________________________ 31-1414921(I.R.S. EmployerIdentification No.) Ohio(State or other jurisdiction ofincorporation or organization) 14111 Scottslawn Road, Marysville, Ohio 43041(Address of principal executive offices)(Zip Code)(937)644-0011(Registrant’s telephone number, including area code)_____________________________________________ (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredNYSE Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒AcceleratedfilerNon-accelerated filer☐SmallerreportingcompanyEmerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicateby check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 1, 2026, there were 58,181,937 Common Shares outstanding. THE SCOTTS MIRACLE-GRO COMPANYINDEX PART I. FINANCIAL INFORMATION: Item1.Financial Statements (Unaudited)Condensed Consolidated Statements of Operations — Three and six months ended March 28, 2026 andMarch 29, 2025Condensed Consolidated Statements of Comprehensive Income (Loss) — Three and six months endedMarch 28, 2026 and March 29, 2025Condensed Consolidated Statements of Cash Flows — Six months ended March 28, 2026 and March 29,2025Condensed Consolidated Balance Sheets —March 28,2026, March 29, 2025and September 30, 2025Notes to Condensed Consolidated Financial StatementsItem2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem3.Quantitative and Qualitative Disclosures About Market RiskItem4.Controls and Procedures PART II. OTHER INFORMATION: Item1.Legal ProceedingsItem1A.Risk FactorsItem2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem6.ExhibitsIndex to ExhibitsSignatures THE SCOTTS MIRACLE-GRO COMPANYNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(Dollars in millions, except per share data) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations The Scotts Miracle-Gro Company (“Scotts Miracle-Gro”) and its subsidiaries (collectively, with Scotts Miracle-Gro, the“Company”) are engaged in the manufacturing, marketing and sale of products for lawn and garden care and indoor and hydroponicgardening. The Company’s products are primarily sold in NorthAmerica. The Company’s North America consumer lawn and gardenbusiness is highly seasonal, with more than 75% of its annual net sales occurring in the second and third fiscal quarters. Prior to April 8, 2026, the Company operated the Hawthorne segment, which provided nutrients, lighting and other materialsused for indoor and hydroponic gardening. The Company completed the divestitures of its Hawthorne business in North America onApril 8, 2026 and its Hawthorne business based in the Netherlands on September 30, 2025. During the three months endedDecember27, 2025, the Company determined that the Hawthorne business met the criteria to be classified as held for sale, andclassified the related assets and liabilities as held for sale on the Condensed Consolidated Balance Sheets for all periods presented. TheCompany determined this represents a strategic shift, and therefore, effective in the first qua