SCOTTS MIRACLE-GRO CO
For the period ended Sep 30, 2024. Filed Nov 26, 2024.
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FY2024 · Filed Nov 26, 2024
SMG$65.13-1.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Index to Exhibits
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Description | Form | Exhibit | Filing Date | Filed Herewith |
| 3.1(a) | Initial Articles of Incorporation of The Scotts Miracle-Gro Company filed on November 22, 2004 | 8-K | 3.1 | March 24, 2005 | |
| 3.1(b) | Certificate of Amendment by Shareholders to Articles of Incorporation of The Scotts Miracle-Gro Company filed on March 18, 2005 | 8-K | 3.2 | March 24, 2005 | |
| 3.2 | Code of Regulations of The Scotts Miracle-Gro Company | 8-K | 3.3 | March 24, 2005 | |
| 4.1(a) | Indenture, dated as of December 15, 2016, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 8-K | 4.1 | December 16, 2016 | |
| 4.1(b) | First Supplemental Indenture, dated July 17, 2018, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 10-Q | 10.4 | August 8, 2018 | |
| 4.1(c) | Second Supplemental Indenture, dated March 24, 2020, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 10-Q | 4.2 | May 6, 2020 | |
| 4.1(d) | Third Supplemental Indenture, dated March 29, 2021, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 10-Q | 4.2 | May 12, 2021 | |
| 4.1(e) | Fourth Supplemental Indenture, dated June 24, 2021, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 10-Q | 4.1 | August 11, 2021 | |
| 4.1(f) | Form of 5.250% Senior Notes due 2026 (included in Exhibit 4.1) | 8-K | 4.2 | December 16, 2016 | |
| 4.2(a) | Indenture, dated as of October 22, 2019, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 8-K | 4.1 | October 28, 2019 | |
| 4.2(b) | First Supplemental Indenture, dated March 24, 2020, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 10-Q | 4.1 | May 6, 2020 | |
| 4.2(c) | Second Supplemental Indenture, dated March 29, 2021, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 10-Q | 4.3 | May 12, 2021 | |
| 4.2(d) | Third Supplemental Indenture, dated June 24, 2021, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 10-Q | 4.2 | August 11, 2021 | |
| 4.2(e) | Form of 4.500% Senior Notes due 2029 (included in Exhibit 4.1) | 8-K | 4.2 | October 28, 2019 | |
| 4.3(a) | Indenture, dated as of March 17, 2021, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 8-K | 4.1 | March 17, 2021 | |
| 4.3(b) | First Supplemental Indenture, dated as of June 24, 2021, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 10-Q | 4.3 | August 11, 2021 | |
| 4.3(c) | Form of 4.000% Senior Notes due 2031 (included in Exhibit 4.1) | 8-K | 4.2 | March 17, 2021 | |
| 4.4(a) | Indenture, dated as of August 13, 2021, by and among The Scotts Miracle-Gro Company, the Guarantors (as defined therein) and U.S. Bank National Association, as trustee | 8-K | 4.1 | August 13, 2021 | |
| 4.4(b) | Form of 4.375% Senior Notes due 2032 (included in Exhibit 4.1) | 8-K | 4.2 | August 13, 2021 | |
| 4.5 | Agreement to furnish copies of instruments and agreements defining rights of holders of long-term debt | X | |||
| 4.6 | Description of Capital Stock | X | |||
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNo. · Description · Form · Exhibit · Filing Date · Filed Herewith | ||||
| 10.1(a)(i) | Sixth Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among The Scotts Miracle-Gro Company, as a Borrower; the Subsidiary Borrowers (as defined therein); JPMorgan Chase Bank, N.A., as Administrative Agent; Wells Fargo Bank, National Association, Mizuho Bank, Ltd. and Bank of America, N.A., as Co-Syndication Agents; CoBank, ACB, Fifth Third Bank, National Association, Coöperatieve Rabobank U.A., New York Branch, Sumitomo Mitsui Banking Corporation, TD Bank N.A. and Truist Bank, as Co-Documentation Agents; and the several other banks and other financial institutions from time to time parties thereto | 8-K | 10.1 | April 14, 2022 |
| 10.1(a)(ii) | Amendment No. 1, dated June 8, 2022, to Sixth Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among The Scotts Miracle-Gro Company, as a Borrower; the Subsidiary Borrowers (as defined therein); JPMorgan Chase Bank, N.A., as Administrative Agent; Wells Fargo Bank, National Association, Mizuho Bank, Ltd. and Bank of America, N.A., as Co-Syndication Agents; CoBank, ACB, Fifth Third Bank, National Association, Coöperatieve Rabobank U.A., New York Branch, Sumitomo Mitsui Banking Corporation, TD Bank N.A. and Truist Bank, as Co-Documentation Agents; and the several other banks and other financial institutions from time to time parties thereto | 8-K | 10.1 | June 8, 2022 |
| 10.1(a)(iii) | Amendment No. 2, dated July 31, 2023, to Sixth Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among The Scotts Miracle-Gro Company, as a Borrower; the Subsidiary Borrowers (as defined therein); JPMorgan Chase Bank, N.A., as Administrative Agent; Wells Fargo Bank, National Association, Mizuho Bank, Ltd. and Bank of America, N.A., as Co-Syndication Agents; CoBank, ACB, Fifth Third Bank, National Association, Coöperatieve Rabobank U.A., New York Branch, Sumitomo Mitsui Banking Corporation, TD Bank N.A. and Truist Bank, as Co-Documentation Agents; and the several other banks and other financial institutions from time to time parties thereto | 10-K | 10.1(a)(iii) | November 22, 2023 |
| 10.1(a)(iv) | Amendment No. 3, dated June 11, 2024, to Sixth Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among The Scotts Miracle-Gro Company, The Scotts Company LLC, Scotts Canada Ltd., as Borrowers, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent | 10-Q | 10 | August 7, 2024 |
| 10.1(b)(i) | Sixth Amended and Restated Guarantee and Collateral Agreement, dated as of April 8, 2022, made by The Scotts Miracle-Gro Company, each domestic Subsidiary Borrower under the Sixth Amended and Restated Credit Agreement, and certain of its and their domestic subsidiaries, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent | 8-K | 10.2 | April 14, 2022 |
| 10.1(b)(ii) | Amendment No. 1, dated July 31, 2023, to Sixth Amended and Restated Guarantee and Collateral Agreement, dated as of April 8, 2022, made by The Scotts Miracle-Gro Company, each domestic Subsidiary Borrower under the Sixth Amended and Restated Credit Agreement, and certain of its and their domestic subsidiaries, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent | 10-K | 10.1(b)(ii) | November 22, 2023 |
| 10.2(a)† | The Scotts Miracle-Gro Company Long-Term Incentive Plan (reflects amendment and restatement of plan formerly known as The Scotts Miracle-Gro Company 2006 Long-Term Incentive Plan) [January 17, 2013 through January 26, 2017] | 8-K | 10.1 | January 24, 2013 |
| 10.2(b)† | Form of Standard Nonqualified Stock Option Award Agreement for Employees used to evidence grants made under The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 17, 2013 through January 26, 2017] | 10-Q | 10.7 | May 7, 2015 |
| 10.3(a)† | The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 27, 2017 through January 23, 2022] | 8-K | 10.1 | January 30, 2017 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNo. · Description · Form · Exhibit · Filing Date · Filed Herewith | ||||
| 10.3(b)† | Form of Standard Nonqualified Stock Option Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 27, 2017 through January 23, 2022] | 10-K | 10.3(c) | November 22, 2023 |
| 10.4(a)† | The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 24, 2022 through January 22, 2023] | 8-K | 10.1 | January 27, 2022 |
| 10.4(b)† | Form of Standard Performance Unit Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Long-Term Incentive Plan [January 24, 2022 through January 22, 2023] | 10-K | 10.4(b) | November 28, 2022 |
| 10.4(c)† | Form of Standard Restricted Stock Unit Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 24, 2022 through January 22, 2023] | 10-K | 10.4(c) | November 22, 2023 |
| 10.4(d)† | Form of Standard Nonqualified Stock Option Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 24, 2022 through January 22, 2023] | 10-K | 10.4(d) | November 22, 2023 |
| 10.4(e)† | Form of Deferred Stock Unit Award Agreement for Non-Employee Directors Retainer Deferrals (with Related Dividend Equivalents) used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 24, 2022 through January 22, 2023] | 10-K | 10.4(e) | November 22, 2023 |
| 10.4(f)† | Form of Standard Restricted Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 24, 2022 through January 22, 2023] | 10-K | 10.4(f) | November 22, 2023 |
| 10.5(a)† | The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 23, 2023 through January 21, 2024] | 8-K | 10.1 | January 27, 2023 |
| 10.5(b)† | Form of Special Restricted Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 23, 2023 through January 21, 2024] | 8-K | 10.2 | January 27, 2023 |
| 10.5(c)† | Form of Standard Restricted Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 23, 2023 through January 21, 2024] | 10-K | 10.5(c) | November 22, 2023 |
| 10.5(d)† | Form of Standard Performance Unit Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Long-Term Incentive Plan [January 23, 2023 through January 21, 2024] | 8-K | 10.1 | February 1, 2023 |
| 10.5(e)† | Form of Standard Nonqualified Stock Option Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan [January 23, 2023 through January 21, 2024] | 10-K | 10.5(e) | November 22, 2023 |
| 10.6(a)† | The Scotts Miracle-Gro Company Long-Term Incentive Plan (effective as of January 22, 2024) | 8-K | 10.1 | January 24, 2024 |
| 10.6(b)† | Form of Standard Restricted Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan | 8-K | 10.2 | January 24, 2024 |
| 10.6(c)† | Form of Deferred Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan | 8-K | 10.3 | January 24, 2024 |
| 10.6(d)† | Form of Standard Nonqualified Stock Option Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan | 10-Q | 10.8 | February 7, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Description | Form | Exhibit | Filing Date | Filed Herewith |
| 10.6(e)† | Form of Standard Restricted Stock Unit Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan | 10-Q | 10.9 | February 7, 2024 | |
| 10.6(f)† | Form of Fiscal Year 2024 Incentive RSU Award Agreement | 8-K | 10.1 | November 5, 2024 | |
| 10.6(g)† | Form of Performance Unit Award Agreement which may be made under The Scotts Miracle-Gro Long-Term Incentive Plan | 10-Q | 10.10 | February 7, 2024 | |
| 10.6(h)† | Form of Performance Unit / Cash Unit Award Agreement for Employees which may be made under The Scotts Miracle-Gro Long-Term Incentive Plan | 8-K | 10.1 | February 15, 2024 | |
| 10.7(a)† | The Scotts Company LLC Amended and Restated Executive Incentive Plan (effective as of October 1, 2019) | 10-Q | 10 | August 5, 2020 | |
| 10.7(b)† | Form of Employee Confidentiality, Noncompetition, Nonsolicitation Agreement for employees participating in The Scotts Company LLC Executive/Management Incentive Plan (now known as The Scotts Company LLC Amended and Restated Executive Incentive Plan) | 10-Q | 10.1 | August 10, 2006 | |
| 10.8† | The Scotts Company LLC Executive Retirement Plan, as Amended and Restated as of January 1, 2015 (executed December 31, 2014) | 10-Q | 10.2 | February 5, 2015 | |
| 10.9(a)† | Employee Confidentiality, Noncompetition, Nonsolicitation Agreement, dated as of December 12, 2013, by and between The Scotts Company LLC, all companies controlled by, controlling or under common control with The Scotts Company LLC, and James Hagedorn | 8-K | 10.2 | December 17, 2013 | |
| 10.9(b)† | Executive Severance Agreement, dated as of December 11, 2013, by and between The Scotts Company LLC and James Hagedorn | 8-K | 10.1 | December 17, 2013 | |
| 10.10† | Summary of Compensation for Nonemployee Directors of The Scotts Miracle-Gro Company (effective as of January 22, 2024) | X | |||
| 10.11(a)† | The Scotts Company LLC Executive Severance Plan, adopted on April 25, 2017 | 10-Q | 10.9 | May 10, 2017 | |
| 10.11(b)† | Form of Tier 1 Participation Agreement under The Scotts Company LLC Executive Severance Plan | 10-Q | 10.10 | May 10, 2017 | |
| 10.12 | Third Amended and Restated Exclusive Agency and Marketing Agreement, entered into on July 29, 2019 and effective as of August 1, 2019, between Monsanto Company and The Scotts Company LLC | 8-K | 10.2 | July 31, 2019 | |
| 10.13† | Form of Aircraft Time Sharing Agreement for Executive Officers | 10-Q | 10.4 | May 11, 2016 | |
| 10.14† | Separation Agreement and Release of All Claims, effective as of October 4, 2022, by and between The Scotts Company LLC and Cory J. Miller | 8-K | 10.1 | October 4, 2022 | |
| 10.15† | Separation Agreement and Release of All Claims, entered into on October 6, 2023, by and between The Scotts Company LLC and Michael C. Lukemire | 8-K | 10.1 | October 10, 2023 | |
| 10.16(a)† | Retention Agreement, dated August 20, 2018, by and between The Scotts Company LLC and Denise S. Stump | 8-K | 10.3 | August 24, 2018 | |
| 10.16(b)† | Separation Agreement and Release of All Claims, entered into on November 12, 2023, by and between The Scotts Company LLC and Denise S. Stump | 8-K | 10.1 | November 16, 2023 | |
| 10.17(a)(i) | Master Receivables Purchase Agreement, dated October 27, 2023, by and among The Scotts Company LLC, The Scotts Miracle-Gro Company and JPMorgan Chase Bank, N.A. | 8-K | 10.1 | November 1, 2023 | |
| 10.17(a)(ii) | Performance Undertaking, dated October 27, 2023, by The Scotts Miracle-Gro Company in favor of JP Morgan Chase Bank, N.A. | 8-K | 10.2 | November 1, 2023 | |
| 10.17(b)(i) | First Amendment to Master Receivables Purchase Agreement, dated September 1, 2024, by and between The Scotts Miracle-Gro Company to JPMorgan Chase Bank, N.A. | 8-K | 10.2 | September 4, 2024 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. | Description | Form | Exhibit | Filing Date | Filed Herewith |
| 10.17(b)(ii) | Facility Extension Request Letter, dated September 1, 2024, from The Scotts Miracle-Gro Company to JPMorgan Chase Bank, N.A. | 8-K | 10.1 | September 4, 2024 | |
| 19 | Insider Trading Policy of The Scotts Miracle-Gro Company & Subsidiaries | X | |||
| 21 | Subsidiaries of The Scotts Miracle-Gro Company | X | |||
| 22 | Guarantor Subsidiaries | X | |||
| 23 | Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP | X | |||
| 24 | Powers of Attorney of Executive Officers and Directors of The Scotts Miracle-Gro Company | X | |||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certifications (Principal Executive Officer) | X | |||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certifications (Principal Financial Officer) | X | |||
| 32 | Section 1350 Certifications (Principal Executive Officer and Principal Financial Officer) | X | |||
| 97 | Executive Officer Clawback Policy | X | |||
| 99.1 | News release issued by The Scotts Miracle-Gro Company on November 26, 2024 | X | |||
| 101.SCH | XBRL Taxonomy Extension Schema | X | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | X | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | X | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | X | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | X | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | |||
| † | Management contract, compensatory plan or arrangement. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.