Scotts Miracle-Gro Enters New Agreement, Terminates Old One

TL;DR

SMG just signed a new deal and ditched an old one, creating new financial obligations.

AI Summary

On November 21, 2025, The Scotts Miracle-Gro Company entered into a material definitive agreement and simultaneously terminated a prior material definitive agreement. This action also created a direct financial obligation for the registrant. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates a significant change in the company's contractual obligations, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into new agreements and terminating old ones, especially those creating financial obligations, can introduce financial and operational risks.

Key Players & Entities

• The Scotts Miracle-Gro Company (company) — Registrant
• November 21, 2025 (date) — Date of earliest event reported
• November 24, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Shares, $0.01 stated value SMG NYSE Indicate by che
• $2.0 b — es in the aggregate principal amount of $2.0 billion, comprised of a revolving credit
• $1.5 billion — rised of a revolving credit facility of $1.5 billion and a term loan in the original princip
• $500 million — oan in the original principal amount of $500 million (the " New Credit Facilities "). The Se
• $225,000,000 — ount for each fiscal year not to exceed $225,000,000. Representations and Warranties; Othe
• $2.5 b — n facilities in the aggregate amount of $2.5 billion, comprised of a revolving credit
• $1.0 billion — oan in the original principal amount of $1.0 billion. Item 2.03. Creation of a Direct Fina

Filing Documents

• smg-20251124.htm (8-K) — 54KB
• exhibit101smg2025-11x248xk.htm (EX-10.1) — 2058KB
• exhibit102smg2025-11x248xk.htm (EX-10.2) — 3303KB
• scotts2018fiftharcred_imag.gif (GRAPHIC) — 2KB
• 0000825542-25-000018.txt ( ) — 6039KB
• smg-20251124.xsd (EX-101.SCH) — 2KB
• smg-20251124_def.xml (EX-101.DEF) — 14KB
• smg-20251124_lab.xml (EX-101.LAB) — 25KB
• smg-20251124_pre.xml (EX-101.PRE) — 15KB
• smg-20251124_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 21, 2025, The Scotts Miracle-Gro Company (the " Company ") entered into a Seventh Amended and Restated Credit Agreement, by and among the Company, as a Borrower; the Subsidiary Borrowers; JPMorgan Chase Bank, N.A., as Administrative Agent; Bank of America, N.A., Mizuho Bank, LTD., Wells Fargo Bank, National Association, Truist Bank, PNC Bank, National Association and Capital One, N.A, as Co-Syndication Agents; Farm Credit Canada, TD Bank, N.A., Coperatieve Rabobank U.A., New York Branch, U.S. Bank National Association and Citizens Bank, N.A., as Co-Documentation Agents; and the several other banks and other financial institutions from time to time parties thereto (the " Seventh A&R Credit Agreement "). The following descriptions of the Seventh A&R Credit Agreement and the New Credit Facilities are qualified in their entirety by reference to the Seventh A&R Credit Agreement and the Seventh Amended and Restated Guarantee and Collateral Agreement (the " Seventh A&R Guarantee Agreement ") referred to below, which are attached he

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On November 21, 2025, the Company amended and restated the Sixth Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among The Scotts Miracle-Gro Company as the "Borrower"; the Subsidiary Borrowers (as defined in the Sixth Amended and Restated Credit Agreement); 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, Coperatieve 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 to the Sixth Amended and Restated Credit Agreement. The Sixth Amended and Restated Credit Agreement consisted of a five-year senior secured loan facilities in the aggregate amount of $2.5 billion, comprised of a revolving credit facility of $1.5 billion and a term loan in the original principal amount of $1.0 billion. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information under Item 1.01 is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: 3 Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No. Description 10.1 Seventh Amended and Restated Credit Agreement, dated as of November 21, 2025, 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; Bank of America, N.A., Mizuho Bank, LTD., Wells Fargo Bank, National Association, Truist Bank, PNC Bank, National Association and Capital One, N.A, as Co-Syndication Agents, Farm Credit Canada, TD Bank, N.A., Coperatieve Rabobank U.A., New York Branch, U.S. Bank National Association and Citizens Bank, N.A., as Co-Documentation Agents; and the several other banks and other financial institutions from time to time parties thereto. 10.2 Seventh Amended and Restated Guarantee and Collateral Agreement, dated as of November 21, 2025, made by The Scotts Miracle-Gro Company, each domestic Subsidiary Borrower under the Seventh Amended and Restated Credit Agreement, and certain of its and their domestic subsidiaries, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 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: November 24, 2025 By: /s/ MARK J. SCHEIWER Printed Name: Mark J. Scheiwer Title: Executive Vice President, Chief Financial Officer & Chief Accounting Officer 5 INDEX TO EXHIBITS Current Report on Form 8-K Dated November 24, 2025 The Scotts Miracle-Gro Company Exhibit No. Description 10.1 Seventh Amended and Restated Credit Agreement, dated as of November 21, 2025, by a

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View this 8-K filing on SEC EDGAR