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SCOTTS MIRACLE-GRO CO

For the period ended Jan 26, 2026. Filed Dec 17, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jan 26, 2026 · Filed Dec 17, 2025

SMG$64.71-2.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

The Scotts Miracle-Gro Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

þNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in index required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

The Scotts Miracle-Gro Company

Proxy Statement for 2026 Annual Meeting of Shareholders

14111 Scottslawn Road

Marysville, Ohio 43041

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN by The Scotts Miracle-Gro Company (the “Company”) that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Monday, January 26, 2026, at 9:00 A.M., Eastern Time. The Annual Meeting is a virtual meeting of shareholders which means that you are able to participate in the Annual Meeting, and vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/SMG2026. Because the Annual Meeting is virtual and being conducted electronically, shareholders may not attend the Annual Meeting in person.

The Annual Meeting is being held for the following purposes:

  1. To elect four directors, each to serve for a three-year term expiring at the 2029 Annual Meeting of Shareholders.

  2. To conduct an advisory vote on the compensation of the Company’s named executive officers.

  3. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

  4. To approve an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan to, among other things, increase the maximum number of common shares available for grant to participants.

  5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Proxy Statement accompanying this Notice of Annual Meeting describes each of these items in detail. The Company has not received notice of any other matters that may be properly presented at the Annual Meeting.

Only shareholders of record at the close of business on Monday, December 1, 2025, the date established by the Company’s Board of Directors as the record date, are entitled to receive notice of, and to vote at, the Annual Meeting.

On or about December 17, 2025, the Company is first mailing to shareholders either: (1) a copy of the accompanying Proxy Statement, a form of proxy and the Company’s 2025 Annual Report; or (2) a Notice of Internet Availability of Proxy Materials, which indicates how to access the Company’s proxy materials and 2025 Annual Report on the Internet.

Your vote is very important. Please vote as soon as possible.

By Order of the Board of Directors,

JAMES HAGEDORN

Chairman & Chief Executive Officer

December 17, 2025

Proxy Statement for

Annual Meeting of Shareholders of

TABLE OF CONTENTS

Page
General Information About Voting1
The Board of Directors4
Current Composition4
Experiences, Skills and Qualifications4
Diversity5
Leadership Structure5
Board Role in Risk Oversight6
Cybersecurity Matters7
Proposal Number 1 — Election of Directors8
Meetings and Committees of the Board15
Meetings of the Board and Board Member Attendance at Annual Meeting of Shareholders15
Committees of the Board15
Audit Committee15
Compensation and Organization Committee16
Nominating and Governance Committee17
Finance Committee17
Innovation and Technology Committee18
Compensation and Organization Committee Interlocks and Insider Participation18
Corporate Governance18
Corporate Governance Guidelines18
Director Independence18
Nominations of Directors19
Communications with the Board19
Code of Business Conduct and Ethics20
Non-Employee Director Compensation20
Benchmarking Non-Employee Director Compensation20
Non-Employee Director Compensation Structure for 202520
Aligning Non-Employee Director Compensation and Shareholder Interests21
Key Provisions of 2025 Board Compensation21
Non-Employee Director Stock Ownership Guidelines22
Non-Employee Director Compensation Table22
Executive Officers25
Executive Compensation26
Compensation Discussion and Analysis26
Executive Summary26
Advisory “Say-on-Pay” Vote and Shareholder Engagement27
Our Compensation Philosophy28
Our Compensation Objectives29
Page
Elements of Executive Compensation30
Base Salary30
Annual Cash Incentive Compensation30
Long-Term Equity-Based Incentive Awards33
Executive Perquisites and Other Benefits35
Retirement Plans and Deferred Compensation Benefits36
Our Compensation Practices37
Determining Executive Officer Compensation37
Role of Outside Consultants37
Compensation Peer Group37
Role of Management in Compensation Decisions38
Setting Compensation Levels for CEO and Other NEOs38
Other Executive Compensation Policies, Practices and Guidelines39
Practices Regarding Equity-Based Awards39
Stock Ownership Guidelines39
Recoupment/Clawback Policies40
Risk Assessment in Compensation Programs40
Insider Trading Policy and Anti-Hedging Policy40
Compensation Committee Report41
Executive Compensation Tables42
Summary Compensation Table43
All Other Compensation Table44
Grants of Plan-Based Awards Table46
Outstanding Equity Awards Table48
Option Exercises and Stock Vested Table49
Pension Benefits Table50
Non-Qualified Deferred Compensation Table51
CEO Pay Ratio Disclosure52
Pay Versus Performance53
Relationship Between CEO and Other NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR55
Relationship Between CEO and Other NEO Compensation Actually Paid and Net Income56
Relationship Between CEO and Other NEO Compensation Actually Paid and Company-Selected Measure57
Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs57
Severance and Change in Control (CIC) Arrangements58
Introduction58
Hagedorn Severance Agreement58
Executive Severance Plan59
Garth Separation Agreement60
Payments on Termination of Employment and/or Change in Control62
Termination of Employment and Change in Control — James Hagedorn64
Termination of Employment and Change in Control — Mr. Scheiwer, Mr. Baxter, Mr. C. Hagedorn and Mr. Todorov65
Employee Confidentiality, Noncompetition, Nonsolicitation Agreements68
Proposal Number 2 — Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”)69
Proposal Number 3 — Ratification of the Selection of the Independent Registered Public Accounting Firm71
Proposal Number 4 — Approval of an Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan72
Page
Audit Committee Matters87
Report of the Audit Committee for Fiscal 202587
Role of the Audit Committee, Independent Registered Public Accounting Firm and Management87
Audit Committee Recommendation87
Fees of the Independent Registered Public Accounting Firm88
Audit Fees88
Audit-Related Fees88
Tax Fees88
All Other Fees88
Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm88
Policies and Procedures Regarding Approval of Services Provided by the Independent Registered Public Accounting Firm88
Certain Relationships and Related Transactions89
Policies and Procedures with Respect to Related Person Transactions90
Equity Compensation Plan Information92
Discounted Stock Purchase Plan93
Security Ownership of Certain Beneficial Owners and Management94
Delinquent Section 16(a) Reports98
Shareholder Proposals for 2027 Annual Meeting of Shareholders98
Other Business98
Electronic Delivery of Future Shareholder Communications99
Householding of Annual Meeting Materials99
Annex A — The Scotts Miracle-Gro Company Long-Term Incentive PlanA-1
ContentsView on SEC.gov

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