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EQUITY | 12 Months Ended
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Sep. 30, 2025
Equity [Abstract] |
EQUITY | EQUITY (DEFICIT) Authorized and issued shares consisted of the following (in millions):
| September 30,
| 2025 |  | 2024
Preferred shares, no par value: |  |  |
Authorized | 0.2 shares |  | 0.2 shares
Issued | 0.0 shares |  | 0.0 shares
Common shares, no par value, $0.01 stated value per share: |  |  |
Authorized | 100.0 shares |  | 100.0 shares
Issued | 68.1 shares |  | 68.1 shares
In fiscal 1995, The Scotts Company merged with Stern’s Miracle-Gro Products, Inc. (“Miracle-Gro”). At September 30, 2025, the former shareholders of Miracle-Gro, including the Hagedorn Partnership, L.P., owned approximately 23% of Scotts Miracle-Gro’s outstanding Common Shares and, therefore, have the ability to significantly influence the election of directors and other actions requiring the approval of Scotts Miracle-Gro’s shareholders. Under the terms of the merger agreement with Miracle-Gro, the former shareholders of Miracle-Gro may not collectively acquire, directly or indirectly, beneficial ownership of Voting Stock (as that term is defined in the Miracle-Gro merger agreement) representing more than 49% of the total voting power of the outstanding Voting Stock, except pursuant to a tender offer for 100% of that total voting power, which tender offer is made at a price per share which is not less than the market price per share on the last trading day before the announcement of the tender offer and is conditioned upon the receipt of at least 50% of the Voting Stock beneficially owned by shareholders of Scotts Miracle-Gro other than the former shareholders of Miracle-Gro and their affiliates and associates. Accumulated Other Comprehensive Loss Changes in AOCL by component were as follows for the fiscal years ended September 30:
|  | Foreign Currency Translation Adjustments |  | Net Unrealized Gain (Loss) On Derivative Instruments |  | Net Unrealized Loss On Securities |  | Pension and Other Post- Retirement Benefit Adjustments |  |  |  | Accumulated Other Comprehensive Income (Loss)
Balance at September 30, 2022 |  | $ | (28.9) |  |  | $ | 33.3 |  |  | $ | (79.7) |  |  | $ | (69.3) |  |  |  |  | $ | (144.6) |
Other comprehensive income (loss) before reclassifications |  | 7.0 |  |  | 5.6 |  |  | (34.9) |  |  | (2.5) |  |  |  |  | (24.8) |
Amounts reclassified from accumulated other comprehensive net income (loss) |  | — |  |  | (23.3) |  |  | 101.3 |  |  | (1.6) |  |  |  |  | 76.4 |
Income tax benefit (expense) |  | — |  |  | 4.5 |  |  | (25.3) |  |  | 1.0 |  |  |  |  | (19.8) |
Net current period other comprehensive income (loss) |  | 7.0 |  |  | (13.2) |  |  | 41.1 |  |  | (3.1) |  |  |  |  | 31.8 |
Balance at September 30, 2023 |  | (21.9) |  |  | 20.1 |  |  | (38.6) |  |  | (72.4) |  |  |  |  | (112.8) |
Other comprehensive income (loss) before reclassifications |  | 0.6 |  |  | (10.6) |  |  | (40.4) |  |  | (2.8) |  |  |  |  | (53.2) |
Amounts reclassified from accumulated other comprehensive net income (loss) |  | — |  |  | (9.7) |  |  | 64.6 |  |  | (2.7) |  |  |  |  | 52.2 |
Income tax benefit (expense) |  | — |  |  | 5.1 |  |  | — |  |  | 1.4 |  |  |  |  | 6.5 |
Net current period other comprehensive income (loss) |  | 0.6 |  |  | (15.2) |  |  | 24.2 |  |  | (4.1) |  |  |  |  | 5.5 |
Balance at September 30, 2024 |  | (21.3) |  |  | 4.9 |  |  | (14.4) |  |  | (76.5) |  |  |  |  | (107.3) |
Other comprehensive income (loss) before reclassifications |  | (0.5) |  |  | 3.9 |  |  | (3.5) |  |  | (6.5) |  |  |  |  | (6.6) |
Amounts reclassified from accumulated other comprehensive net income (loss) |  | 9.5 |  |  | (9.9) |  |  | — |  |  | 2.1 |  |  |  |  | 1.7 |
Income tax benefit (expense) |  | — |  |  | 1.5 |  |  | — |  |  | 1.1 |  |  |  |  | 2.6 |
Net current period other comprehensive income (loss) |  | 9.0 |  |  | (4.5) |  |  | (3.5) |  |  | (3.4) |  |  |  |  | (2.4) |
Balance at September 30, 2025 |  | $ | (12.2) |  |  | $ | 0.3 |  |  | $ | (17.9) |  |  | $ | (79.9) |  |  |  |  | $ | (109.7) |
The sum of the components may not equal due to rounding. Share-Based Awards In January 2024, the shareholders of Scotts Miracle-Gro approved an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan. The Company is authorized under this plan to grant up to approximately 7.9 million Common Shares, which includes an estimate of the number of Common Shares subject to outstanding awards under the plan that terminate, expire or are cancelled, forfeited, exchanged or surrendered without having been exercised, vested or paid. At September 30, 2025, approximately 2.9 million Common Shares were not subject to outstanding awards and were available to underlie the grant of new share-based awards. Common Shares held in treasury totaling 0.6 million, 0.3 million and 0.4 million were reissued in support of share-based compensation awards under this plan and employee purchases under the employee stock purchase plan during fiscal 2025, fiscal 2024 and fiscal 2023, respectively. Total share-based compensation was as follows for each of the periods indicated:
| Year Ended September 30,
| 2025 |  | 2024 |  | 2023
Share-based compensation | $ | 70.5 |  |  | $ | 79.8 |  |  | $ | 68.1 |
Related tax benefit recognized | 13.3 |  |  | 14.8 |  |  | 15.6 |
Stock Options Stock option activity was as follows:
| No. of Options |  | Wtd. Avg. Exercise Price |  | Wtd. Avg. Remaining Life |  | Aggregate Intrinsic Value
Awards outstanding at September 30, 2024 | 2,377,672 |  |  | $ | 65.03 |  |  | 7.5 years |  |
Granted | 498,810 |  |  | 71.60 |  |  |  |  |
Exercised | (173,943) |  |  | 58.96 |  |  |  |  |
Forfeited | (174,871) |  |  | 70.20 |  |  |  |  |
Awards outstanding at September 30, 2025 | 2,527,668 |  |  | 66.43 |  |  | 7.3 years |  | $ | 7.7 |
Exercisable | 491,392 |  |  | 107.44 |  |  | 4.3 years |  | 0.4 |
The weighted average fair value per share of each option granted during fiscal 2025, fiscal 2024 and fiscal 2023 was $21.95, $15.25 and $14.25, respectively. The total intrinsic value of options exercised during fiscal 2025 and fiscal 2024 was $2.1 and $0.6, respectively. There were no options exercised during fiscal 2023. As of September 30, 2025, there was $7.8 of total unrecognized pre-tax compensation cost, net of estimated forfeitures, related to nonvested stock options that is expected to be recognized over a weighted-average period of 1.6 years. Cash received from the exercise of stock options, including amounts received from employee purchases under the employee stock purchase plan, was $11.9, $3.8 and $2.3 for fiscal 2025, fiscal 2024 and fiscal 2023, respectively. The weighted average assumptions used in the estimation of fair value for option awards granted during fiscal 2025 are as follows:
Expected volatility | 39.6 | % |  |  |
Risk-free interest rate | 4.2 | % |  |  |
Expected dividend yield | 3.3 | % |  |  |
Expected life | 6.1 years |  |  |
Restricted share-based awards Restricted share-based award activity (including restricted stock units and deferred stock units) was as follows:
| No. of Units |  | Wtd. Avg. Grant Date Fair Value per Unit
Awards outstanding at September 30, 2024 | 766,384 |  |  | $ | 68.54 |
Granted | 392,164 |  |  | 70.39 |
Vested | (662,478) |  |  | 74.83 |
Forfeited | (17,146) |  |  | 70.44 |
Awards outstanding at September 30, 2025 | 478,924 |  |  | 61.28 |
The weighted-average grant-date fair value of restricted share-based awards granted during fiscal 2025, fiscal 2024 and fiscal 2023 was $70.39, $55.12 and $59.48 per share, respectively. As of September 30, 2025, there was $7.1 of total unrecognized pre-tax compensation cost, net of estimated forfeitures, related to nonvested restricted share-based awards that is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of restricted share-based awards vested during fiscal 2025, fiscal 2024 and fiscal 2023 was $53.1, $4.6 and $11.2, respectively. For fiscal 2025, the Company granted short-term equity incentive compensation awards to certain associates in the form of restricted share-based award units in lieu of cash-based annual incentive awards. Subsequent to September 30, 2025, awards representing 0.3 million Common Shares were granted and vested on the incentive payout date. The number of restricted share-based award units that the Company ultimately issued to participating associates was based on the incentive payout amount determined for each employee that was then converted into a variable number of restricted share-based award units based on the fair value of the Common Shares on the grant date. The awards were classified as liability awards and, as of September 30, 2025, the Company had accrued $20.2 in the “Other current liabilities” line in the Consolidated Balance Sheets and there was $0.0 unrecognized pre-tax compensation cost associated with these awards. The units associated with these awards are excluded from the table above. Performance-based awards Performance-based award activity was as follows (based on target award amounts):
| No. of Units |  | Wtd. Avg. Grant Date Fair Value per Unit
Awards outstanding at September 30, 2024 | 409,430 |  |  | $ | 86.61 |
Granted | 147,787 |  |  | 71.35 |
Forfeited | (112,469) |  |  | 113.50 |
Awards outstanding at September 30, 2025 | 444,748 |  |  | 75.38 |
The weighted-average grant-date fair value of performance-based award units granted during fiscal 2025, fiscal 2024 and fiscal 2023 was $71.35, $74.57 and $66.00 per share, respectively. As of September 30, 2025, there was $6.7 of total unrecognized pre-tax compensation cost, net of estimated forfeitures, related to nonvested performance-based award units that is expected to be recognized over a weighted-average period of 1.9 years. The total fair value of performance-based award units vested during fiscal 2024 and fiscal 2023 was $10.6 and $17.4, respectively. During fiscal 2025, the Company granted performance-based award units with a three-year vesting period that include a performance target based on the Company’s absolute total shareholder return, among other financial targets. Details of the assumptions used in the estimation of fair value for these awards are as follows:
Expected volatility | 38.6 | %
Risk-free interest rate | 4.2 | %
Restricted shares issued to vendor During fiscal 2024 and fiscal 2023, the Company issued 0.3 million and 0.8 million restricted shares, respectively, with a weighted-average grant date fair value of $69.88 and $52.44 per share, respectively, out of its treasury shares to a vendor in exchange for advertising services. As of September 30, 2025, there was $0.0 of total unrecognized pre-tax compensation cost related to these restricted shares.

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