Form 8-K

8-K — SCOTTS MIRACLE-GRO CO

Accession: 0000825542-26-000043

Filed: 2026-08-27

Period: 2026-08-27

CIK: 0000825542

SIC: 2870 (AGRICULTURE CHEMICALS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — smg-20260827.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________

FORM 8-K

_________________________________

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 27, 2026 (August 24, 2026)

_________________________________

The Scotts Miracle-Gro Company

(Exact name of registrant as specified in its charter)

_________________________________

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 1.01. Entry into a Material Definitive Agreement.

On August 24, 2026, The Scotts Miracle-Gro Company, in its capacity as seller representative (the “Company”), entered into that certain Third Amendment to Master Receivables Purchase Agreement (the “Amendment”), by and among the Company and JPMorgan Chase Bank, N.A. (the “Purchaser”) to amend that certain Master Receivables Purchase Agreement (as previously amended, the “Master Receivables Purchase Agreement”), by and among The Scotts 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 September 1, 2026 to a new Purchase Termination Date of August 31, 2027, as provided for and permitted under the Master Receivables Purchase Agreement.

Under the Master Receivables Purchase Agreement, as amended to date, the Sellers may sell, and the Purchaser may purchase on an uncommitted and weekly basis, up to $750 million of a portfolio of available and eligible outstanding customer accounts receivable (as so amended, the “Receivables Facility”). The eligible accounts receivable to be sold under the Receivables Facility consist of up to $750 million in accounts receivable generated by sales to five specified customers of the Company. The Seller, as the servicer under the Receivables Facility (the “Servicer”), will continue to service the account receivables sold to the Purchaser for a servicer fee of 20 basis points. The Receivables Facility, after giving effect to the Amendment, is an uncommitted facility with a term that expires on August 31, 2027, unless earlier terminated by the Purchaser.

The Receivables Facility and the Master Receivables Purchase Agreement continue to contain customary representations and warranties and covenants for facilities of this nature, including as to the eligibility of the account receivables being sold, and continue to contain customary repurchase events and indemnification provisions for facilities of this nature.

The Receivables Facility continues to be non-recourse to the Sellers and the Company, other than with respect to customary, limited recourse to the Sellers in the form of (i) repurchase obligations and indemnification obligations for any violations by the Sellers or the Servicer of their respective representations or obligations as seller or servicer under the Master Receivables Purchase Agreement and (ii) certain repurchase or payment obligations arising from any dilution of, or dispute with respect to, any purchased receivables that arise after the sale of such purchased receivables to the Purchaser and not contemplated in the applicable purchase price of such purchased receivable (clauses (i) and (ii) together referred to herein as the “Recourse Obligations”).

The 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 senior secured revolving facility. The Recourse Obligations and other obligations of the Sellers and the Servicer under the Receivables Facility continue to be guaranteed by the Company under a Performance Undertaking (the “Performance Undertaking”), dated as of October 27, 2023, made by 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 Third 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

10.1 Third Amendment to Master Receivables Purchase Agreement, dated August 24, 2026, 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 27, 2026

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 27, 2026

The Scotts Miracle-Gro Company

Exhibit No. Description

10.1

Third Amendment to Master Receivables Purchase Agreement, dated August 24, 2026, by and between The Scotts Miracle-Gro Company to JPMorgan Chase Bank, N.A.

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EX-10.1

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Document

Exhibit 10.1

THIRD AMENDMENT TO

MASTER RECEIVABLES PURCHASE AGREEMENT

This Third Amendment dated as of August 24, 2026 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of October 27, 2023, among The Scotts Miracle-Gro Company, as the Seller Representative and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewed and/or replaced, the “RPA”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the RPA.

NOW, THEREFORE, for mutual consideration, the receipt of which is hereby acknowledged by the parties, the Purchaser and Seller Representative hereby agree to amend the RPA as follows:

1. The definition of Purchase Termination Date is hereby deleted in its entirety and replaced with the following:

““Purchase Termination Date” means August 31, 2027, as such date may be extended in accordance with the terms set forth in Section 1(b)(ii).”

2. Section 3(e) of the RPA shall be deleted and replaced with the following:

“No Proceedings. There is no pending or, to the knowledge of any officer of the Company, threatened, action, proceeding, investigation or injunction, writ or restraining order affecting any Seller before any court, governmental authority or arbitrator, as to which there is a reasonable possibility of an adverse determination with respect to any Seller and that, if adversely determined, could reasonably be expected to have a Material Adverse Effect, and no Seller is currently the subject of, and has no present intention of taking any action to commence, an Insolvency Event with respect to itself.”

3. Section 9(i) of the RPA shall be deleted and replaced with the following:

“For the purposes of this Section, “Information” means all information received from the disclosing party in connection with the Agreement and the Transaction Documents and related its business that is proprietary in nature, other than any such information that (i) was available to the recipient on a nonconfidential basis prior to its disclosure by the disclosing party or (ii) was or is independently developed by the recipient.”

4. The definition of Credit Agreement shall be deleted and replaced with the following:

““Credit Agreement” means that certain Seventh Amended and Restated Credit Agreement dated November 21, 2025 by and among, The Scotts Miracle-Gro Company, The Scotts Company LLC, Scotts Canada Ltd., the other subsidiary borrowers party thereto, the lenders party thereto including in their capacities as co-syndication agents, co-documentation agents, joint bookrunners and joint lead

arrangers and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”), as amended, amended and restated, supplemented, modified or amended from time to time.”

5. Schedule I, Account Debtor Information, is hereby deleted in its entirety and replaced with the Schedule I attached hereto as Exhibit A.

6. Except as specifically amended by this Amendment, the provisions of the RPA remain in full force and effect, including without limitation, the uncommitted nature of the receivables purchase facility documented under the RPA.

7. This Amendment shall become effective only after it is fully executed and delivered by the Seller Representative and the Purchaser and shall be governed by, and construed in accordance with, the laws of the State of New York. This Amendment may be executed in counterparts, each of which shall be considered an original, but all of which shall be considered one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year as indicated above.

THE SCOTTS MIRACLE-GRO COMPANY, as Seller Representative

By: _/s/ BRADFORD K. CHELTON____________

Name: _Bradford K. Chelton_____________________

Title: _Vice President, Investor Relations & Treasurer_

JPMORGAN CHASE BANK, N.A., as Purchaser

By: _/s/ MICHAEL GILHULEY________________

Name: _Michael Gilhuley________________________

Title: _Executive Director, Origination/Client Manager

Exhibit A

Schedule I

Account Debtor Information

Account Debtor

Account Debtor Credit Limit (USD)

Buffer Days

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