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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): April 28, 2025 (April 28, 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.)

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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. ☐

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Item 2.02. Results of Operations and Financial Condition.

On April 28, 2025, the Company issued a news release reporting, among other things, preliminary information regarding its financial results for the three and six months ended March 29, 2025 and clarifying certain statements made by the Company’s Chairman and CEO during an April 25 appearance on CNBC Mad Money. A copy of the news release is filed herewith 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 28, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 28, 2025			By:			/s/ DIMITER TODOROV
									Printed Name: Dimiter Todorov
									Title: Executive Vice President, Chief Legal Officer & Corporate Secretary

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INDEX TO EXHIBITS

Current Report on Form 8-K

Dated April 28, 2025

The Scotts Miracle-Gro Company

Exhibit No.			Description
99.1			News Release issued by The Scotts Miracle-Gro Company on April 28, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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