SCOTTS MIRACLE-GRO CO 8-K

What Happened

• On April 8, 2026, SMG Growing Media LLC, a wholly‑owned subsidiary of The Scotts Miracle‑Gro Company, entered into a Securities Purchase Agreement and sold the Company’s Hawthorne business to Vireo Growth Inc. The transaction closed substantially simultaneously with signing.
• Consideration was paid in Vireo subordinate voting shares: 213 million Vireo Shares, plus warrants to acquire an additional 80 million Vireo Shares. Hawthorne supplies nutrients, lighting and other materials for indoor and hydroponic gardening in North America.
• The Company previously classified Hawthorne as a discontinued operation effective in its first quarter of fiscal 2026.

Key Details

• Buyer: Vireo Growth Inc. (British Columbia corporation); agreement also references Prolific Supply LLC.
• Transaction date: Agreement signed and closed on April 8, 2026.
• Consideration: 213,000,000 Vireo subordinate voting shares + warrants to acquire 80,000,000 additional Vireo shares.
• Accounting note: Hawthorne reported as a discontinued operation for all periods presented beginning in Q1 FY2026.

Why It Matters

• This is a material divestiture of Scotts’ Hawthorne indoor/hydroponic business and is accounted for as a discontinued operation, which affects how past and future results are presented to investors.
• Consideration was equity in Vireo rather than cash, so investors should note Scotts’ exposure to Vireo equity value rather than immediate proceeds; the filing includes no pro forma financial statements for the transaction.
• The sale may simplify Scotts’ operating profile by removing its Hawthorne unit from continuing operations; investors should watch subsequent disclosures (press releases and periodic reports) for details on how proceeds, taxes and any ongoing arrangements are reflected in Scotts’ financials.