GAAP and Non-GAAP Gross Margin Expands, 

Non-GAAP Adjusted EPS Exceeds Guidance

Fiscal 2027 guidance calls for continued top-line and bottom-line growth

MARYSVILLE, Ohio, Nov. 04, 2026 (GLOBE NEWSWIRE) -- The Scotts Miracle-Gro Company (NYSE:SMG), home to North America’s leading consumer lawn and garden brands, today announced its results for the fourth quarter and full fiscal year ended September 30, 2026.

"I’m pleased with our performance and financial discipline in fiscal 2026, as we delivered on all our imperatives and significantly strengthened our balance sheet," said Nate Baxter, president and CEO. "At the same time, we are making important investments to transform our business into a modern lifestyle company with iconic brands in a category that is growing.

"As we look to fiscal 2027, we have developed a sound plan that relies on what we can control and enables us to navigate a volatile macroeconomic environment while further advancing the building blocks of our SMG 2.0 strategy. We will build on this momentum to drive sustainable and consistent growth."

Mark Scheiwer, chief financial officer and chief accounting officer, added, "We met or exceeded our fiscal 2026 commitments for net sales, gross margin, EPS, free cash flow and leverage ratio. Importantly, we expanded our gross margin despite a challenging commodity and freight environment and delivered adjusted earnings per share above our guidance. Our fiscal 2027 outlook reflects pricing and innovation, SG&A efficiencies and supply chain savings supported by our continued capital reinvestment. We remain committed to de-levering with a path to 3.0 to 3.5x by fiscal 2029."

Fiscal 2026 Full Year Highlights

Fiscal 2027 Outlook

The Company provided direction for fiscal 2027 that includes:

Conference Call and Webcast Scheduled for 8:15 a.m. ET Today, November 4, 2026

The Company will discuss results during an audio presentation via webcast today at 8:15 a.m. ET. To listen to the Company presentation and the question-and-answer session, please register in advance at this webcast link. For those planning to participate in the question-and-answer session that follows the presentation, please register for the webcast in addition to registering in advance via this audio link to receive call-in details and a unique PIN. A replay of the conference call will also be available on the Company’s investor website, where an archive of the press release and any accompanying information will remain available for at least a 12-month period.

About ScottsMiracle-Gro

With approximately $3.3 billion in sales, the Company is home to North America’s leading consumer lawn and garden brands. The Company’s brands are among the most recognized in the industry. The Company’s Scotts®, Miracle-Gro®, Ortho® and Tomcat® brands are market-leading in their categories. For additional information, visit us at www.scottsmiraclegro.com.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release, other than statements of historical fact, which address activities, events and developments that the Company expects or anticipates will or may occur in the future, including, but not limited to, information regarding the future economic performance and financial condition of the Company, the plans and objectives of the Company’s management, and the Company’s assumptions regarding such performance and plans are "forward-looking statements" within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as "guidance," "outlook," "projected," "believe," "target," "predict," "estimate," "forecast," "strategy," "may," "goal," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "should" or other similar words or phrases. Actual results could differ materially from the forward-looking information in this release due to a variety of factors, including, but not limited to:

Additional detailed information concerning a number of the important factors that could cause actual results to differ materially from the forward-looking information contained in this release is readily available in the Company’s publicly filed quarterly, annual and other reports. The Company disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.

For investor inquiries:

Brad Chelton

Vice President

Treasury, Tax and Investor Relations

brad.chelton@scotts.com

(937) 309-2503

For media inquiries:

Tom Matthews

Chief Communications Officer

tom.matthews@scotts.com

(937) 844-3864



THE SCOTTS MIRACLE-GRO COMPANY

Condensed Consolidated Statements of Operations (4)

(In millions, except per share data)

(Unaudited)
           
    Three Months Ended   Twelve Months Ended  
  Footnotes September 30,

2026
 September 30,

2025
 % Change September 30,

2026
 September 30,

2025
 % Change
Net sales   $302.9  $340.1  (11) % $3,288.9  $3,255.8  1%
Cost of sales    305.0   322.3     2,223.4   2,226.1   
Cost of sales—impairment, restructuring and other    —   1.5     2.5   10.1   
Gross margin    (2.1)  16.3  (113) %  1,063.0   1,019.6  4%
% of sales   (0.7) %  4.8%    32.3%  31.3%  
Operating expenses:              
Selling, general and administrative    144.0   127.7  13%  594.7   563.8  5%
Impairment, restructuring and other    (1.8)  9.3     49.2   35.2   
Other (income) expense, net    (1.3)  3.1     12.4   18.6   
Income (loss) from operations    (143.0)  (123.8) (16) %  406.7   402.0  1%
% of sales   (47.2) % (36.4) %    12.4%  12.3%  
Equity in (income) loss of unconsolidated affiliates    8.6   12.3     (3.0)  2.8   
Interest expense    26.1   26.8     112.6   129.0   
Other non-operating expense, net    1.2   1.3     19.1   5.3   
Income (loss) from continuing operations before income taxes    (178.9)  (164.2) (9) %  278.0   264.9  5%
Income tax expense (benefit) from continuing operations    (54.7)  (36.9)    83.1   82.8   
Net income (loss) from continuing operations    (124.2)  (127.3) 2%  194.9   182.1  7%
Income (loss) from discontinued operations, net of tax    2.3   (24.5)    (91.0)  (36.9)  
Net income (loss)   $(121.9) $(151.8) 20% $103.9  $145.2  (28) %
               
Basic net income (loss) per common share: (1)            
Continuing operations   $(2.14) $(2.21) 3% $3.35  $3.16  6%
Discontinued operations    0.04   (0.42)    (1.56)  (0.64)  
Basic net income (loss) per common share   $(2.10) $(2.63)   $1.79  $2.52   
               
Diluted net income (loss) per common share: (2) (4)            
Continuing operations   $(2.14) $(2.21) 3% $3.30  $3.10  6%
Discontinued operations    0.04   (0.42)    (1.54)  (0.63)  
Diluted net income (loss) per common share   $(2.10) $(2.63)   $1.76  $2.47   
               
Common shares used in basic net income (loss) per share calculation    58.0   57.7  1%  58.1   57.6  1%
Common shares and potential common shares used in diluted net income (loss) per share calculation    58.0   57.7  1%  59.1   58.7  1%
               
Non-GAAP results:              
Adjusted net income (loss) from continuing operations (3) $(125.4) $(113.9) (10) % $264.8  $223.0  19%
Adjusted diluted net income (loss) per common share from continuing operations (2) (3) (4) $(2.16) $(1.97) (10) % $4.48  $3.80  18%
Adjusted EBITDA (3) $(106.7) $(86.1) (24) % $579.9  $569.7  2%
Note: See accompanying footnotes.            
             
THE SCOTTS MIRACLE-GRO COMPANY

Segment Results (3) (4)

(In millions)

(Unaudited)



As a result of the classification of the Hawthorne business as a discontinued operation, the Company’s reportable segments for fiscal 2026 differ from those used in prior periods. The prior period amounts have been reclassified to reflect the removal of Hawthorne as a reportable segment and from results of continuing operations. U.S. Consumer consists of the Company’s consumer lawn and garden business in the United States. Other primarily consists of the Company’s consumer lawn and garden business in Canada. Corporate consists of general and administrative expenses and certain other income and expense items not allocated to the Company’s operating segments.

Segment performance is evaluated based on several factors, including income (loss) from continuing operations before income taxes, amortization, impairment, restructuring and other charges ("Segment Profit (Loss)"), which is a non-GAAP financial measure. The Company believes this measure is indicative of performance trends and the overall earnings potential of each segment.

The following tables present segment financial information from continuing operations for the periods indicated:

 Three Months Ended Twelve Months Ended
 September 30,

2026
 September 30,

2025
 % Change September 30,

2026
 September 30,

2025
 % Change
Net Sales:           
U.S. Consumer reportable segment$279.2  $311.2  (10) % $3,017.6  $2,993.7  1%
Other 23.7   28.9  (18) %  271.3   262.1  4%
Consolidated$302.9  $340.1  (11) % $3,288.9  $3,255.8  1%
            
Segment Profit (Loss) (Non-GAAP):      
U.S. Consumer reportable segment$(74.7) $(65.8) (14) % $601.4  $571.3  5%
            
Other (9.6)  (9.8) 2%  19.3   13.1  47%
Corporate (46.3)  (36.7)    (146.2)  (134.4)  
IT transformation costs (13.5)  —     (13.5)  —   
Intangible asset amortization (0.7)  (0.7)    (2.7)  (2.7)  
Impairment, restructuring and other 1.8   (10.8)    (51.6)  (45.3)  
Equity in income (loss) of unconsolidated affiliates (8.6)  (12.3)    3.0   (2.8)  
Interest expense (26.1)  (26.8)    (112.6)  (129.0)  
Other non-operating expense, net (1.2)  (1.3)    (19.1)  (5.3)  
Income (loss) from continuing operations before income taxes (GAAP)$(178.9) $(164.2) (9) % $278.0  $264.9  5%



THE SCOTTS MIRACLE-GRO COMPANY

Condensed Consolidated Balance Sheets (4)

(In millions)

(Unaudited)
     
  

 September 30,

2026

 September 30,

2025

 
ASSETS     
Current assets:    
Cash and cash equivalents $7.4  $32.8 
Accounts receivable, net  135.4   160.8 
Inventories  577.9   542.7 
Current assets held for sale  —   84.8 
Prepaid and other current assets  142.3   119.2 
    Total current assets  863.0   940.3 
Investment in unconsolidated affiliates  56.5   53.6 
Property, plant and equipment, net  655.6   607.6 
Goodwill  243.9   243.9 
Intangible assets, net  349.0   352.0 
Noncurrent assets held for sale  —   91.9 
Other assets  574.2   452.7 
    Total assets $2,742.2  $2,742.0 
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:    
Current portion of debt $35.5  $57.2 
Accounts payable  244.9   221.4 
Current liabilities held for sale  —   24.3 
Other current liabilities  428.7   436.8 
    Total current liabilities  709.1   739.7 
Long-term debt  1,992.0   2,049.2 
Noncurrent liabilities held for sale  —   9.6 
Other liabilities  413.5   301.0 
    Total liabilities  3,114.6   3,099.5 
Equity (deficit)  (372.4)  (357.5)
    Total liabilities and equity (deficit) $2,742.2  $2,742.0 



THE SCOTTS MIRACLE-GRO COMPANY

Condensed Consolidated Statements of Cash Flows (4)

(In millions)

(Unaudited)
  
 Year Ended September 30,
  2026   2025 
OPERATING ACTIVITIES   
Net income$103.9  $145.2 
Adjustments to reconcile net income to net cash provided by operating activities:   
Impairment, restructuring and other 12.2   21.7 
Share-based compensation expense 48.3   69.0 
Depreciation 62.9   62.7 
Amortization 5.0   12.3 
Deferred taxes 70.4   70.8 
Loss on sale of business 106.2   17.7 
Unrealized loss on investments 14.7   — 
Equity in (income) loss of unconsolidated affiliates (3.0)  2.8 
Changes in assets and liabilities, net of acquisitions and dispositions:   
    Accounts receivable 27.4   (16.6)
    Inventories (35.9)  (17.9)
    Prepaid and other current assets (12.4)  (2.3)
    Accounts payable 8.1   (0.3)
    Other current liabilities (33.4)  16.0 
    Other non-current items (1.2)  (9.2)
    Other, net (0.2)  (0.6)
        Net cash provided by operating activities 373.0   371.3 
INVESTING ACTIVITIES   
Proceeds from sale of long-lived assets 17.0   — 
Investments in property, plant and equipment (94.6)  (97.4)
Net cash disposed of on sale of business (35.0)  (2.5)
Other investing, net (13.3)  (12.2)
        Net cash used in investing activities (125.9)  (112.1)
FINANCING ACTIVITIES   
Borrowings under revolving and bank lines of credit and term loans 1,460.1   702.7 
Repayments under revolving and bank lines of credit and term loans (1,290.8)  (824.8)
Repayment of 5.250% Senior Notes (250.0)  — 
Financing and issuance fees (8.9)  — 
Dividends paid (154.8)  (154.3)
Purchase of Common Shares (37.7)  (18.4)
Cash received from exercise of stock options 5.6   11.9 
Other financing, net 0.1   (11.1)
        Net cash used in financing activities (276.4)  (294.0)
Effect of exchange rate changes on cash 0.1   (0.2)
Net decrease in cash and cash equivalents, including cash and cash equivalents classified within current assets held for sale (29.2)  (35.0)
Less: Net decrease in cash and cash equivalents classified within current assets held for sale (3.8)  (5.4)
Net decrease in cash and cash equivalents (25.4)  (29.6)
Cash and cash equivalents at beginning of year 32.8   62.4 
Cash and cash equivalents at end of year$7.4  $32.8 



THE SCOTTS MIRACLE-GRO COMPANY

Reconciliation of Non-GAAP Disclosure Items (3) (4)

(In millions, except per share data)

(Unaudited)
 
      
  Three Months Ended September 30, 2026 Three Months Ended September 30, 2025 
  As

Reported

(GAAP)
 Non-

GAAP

Adjustments
Adjusted

(Non-

GAAP)
 As

Reported

(GAAP)
 Non-

GAAP

Adjustments
Adjusted

(Non-

GAAP)
 
Gross margin $(2.1) $— $(2.1) $16.3  $(1.5)$17.7  
Gross margin as a % of sales  (0.7)%  (0.7)% 4.8 %  5.2 %
Selling, general and administrative  144.0   (13.5) 130.4   127.7   —  127.7  
Loss from operations  (143.0)  (11.7) (131.3)  (123.8)  (10.8) (113.0) 
Loss from operations as a % of sales  (47.2)%  (43.3)% (36.4)%

  (33.2)%

Equity in loss of unconsolidated affiliates  (8.6)  —  (8.6)  (12.3)  (3.8) (8.5) 
Loss from continuing operations before income taxes  (178.9)  (10.7) (168.2)  (164.2)  (14.6) (149.6) 
Income tax benefit from continuing operations  (54.7)  (11.9) (42.8)  (36.9)  (1.2) (35.7) 
Net loss from continuing operations  (124.2)  1.1  (125.4)  (127.3)  (13.4) (113.9) 
Diluted net loss per common share from continuing operations  (2.14)  0.02  (2.16)  (2.21)  (0.24) (1.97) 



Calculation of Adjusted EBITDA (3): Three Months Ended

September 30, 2026
 Three Months Ended

September 30, 2025
Net loss (GAAP) $(121.9) $(151.8)
Income tax benefit from continuing operations  (54.7)  (36.9)
(Income) loss from discontinued operations, net of tax  (2.3)  24.5 
Interest expense  26.1   26.8 
Depreciation  16.0   14.6 
Amortization  0.7   0.7 
Impairment, restructuring and other  (1.8)  10.8 
IT transformation costs  13.5   — 
Equity in loss of unconsolidated affiliates  8.6   12.3 
Unrealized gains on non-core equity and other investments  (0.9)  — 
Interest income  (0.1)  — 
Share-based compensation expense  10.1   12.9 
Adjusted EBITDA (Non-GAAP) $(106.7) $(86.1)
     
Note: See accompanying footnotes for details related to the use of non-GAAP measures and the adjustments to arrive at the non-GAAP measures.
The sum of the components may not equal due to rounding.



THE SCOTTS MIRACLE-GRO COMPANY

Reconciliation of Non-GAAP Disclosure Items (3) (4)

(In millions, except per share data)

(Unaudited)
     
  Twelve Months Ended September 30, 2026 Twelve Months Ended September 30, 2025
  As

Reported

(GAAP)
Non-

GAAP

Adjustments
Adjusted

(Non-

GAAP)
 As

Reported

(GAAP)
Non-

GAAP

Adjustments
Adjusted

(Non-

GAAP)
Gross margin $1,063.0 $(2.5)$1,065.4  $1,019.6 $(10.1)$1,029.7 
Gross margin as a % of sales  32.3%  32.4%  31.3%  31.6%
Selling, general and administrative  594.7  (13.5) 581.2   563.8  —  563.8 
Income from operations  406.7  (65.2) 471.9   402.0  (45.3) 447.3 
Income from operations as a % of sales  12.4%  14.3%  12.3%  13.7%
Equity in income (loss) of unconsolidated affiliates  3.0  —  3.0   (2.8) (3.8) 1.0 
Income from continuing operations before income taxes  278.0  (79.9) 357.9   264.9  (49.2) 314.1 
Income tax expense from continuing operations  83.1  (10.0) 93.0   82.8  (8.3) 91.1 
Net income from continuing operations  194.9  (69.9) 264.8   182.1  (40.9) 223.0 
Diluted net income per common share from continuing operations  3.30  (1.18) 4.48   3.10  (0.70) 3.80 



Calculation of Adjusted EBITDA (3): Twelve Months Ended

September 30, 2026
 Twelve Months Ended

September 30, 2025
Net income (GAAP) $103.9  $145.2
Income tax expense from continuing operations  83.1   82.8
Loss from discontinued operations, net of tax  91.0   36.9
Interest expense  112.6   129.0
Depreciation  62.4   58.6
Amortization  2.7   2.7
Impairment, restructuring and other  51.6   45.3
IT transformation costs  13.5   —
Equity in (income) loss of unconsolidated affiliates  (3.0)  2.8
Unrealized losses on non-core equity and other investments  14.7   —
Interest income  (0.3)  —
Share-based compensation expense  47.7   66.4
Adjusted EBITDA (Non-GAAP) $579.9  $569.7
     
Note: See accompanying footnotes for details related to the use of non-GAAP measures and the adjustments to arrive at the non-GAAP measures.
The sum of the components may not equal due to rounding.



THE SCOTTS MIRACLE-GRO COMPANY

Reconciliation of Non-GAAP Disclosure Items (3) (4)

(In millions)

(Unaudited)
   
  Year Ended September 30,
   2026   2025 
Calculation of free cash flow (3):    
Net cash provided by operating activities (GAAP) $373.0  $371.3 
Investments in property, plant and equipment  (94.6)  (97.4)
Free cash flow (Non-GAAP) $278.4  $273.9 
     
Note: See accompanying footnotes for details related to the use of non-GAAP measures and the adjustments to arrive at the non-GAAP measures.



THE SCOTTS MIRACLE-GRO COMPANY

Footnotes to Preceding Financial Statements
  
(1)Basic net income (loss) per common share amounts are calculated by dividing net income (loss) from continuing operations and discontinued operations by the weighted average number of common shares outstanding during the period. 

(2)Diluted net income (loss) per common share amounts are calculated by dividing net income (loss) from continuing operations and discontinued operations by the weighted average number of common shares, plus all potential dilutive securities (common stock options, performance shares, performance units, restricted stock and restricted stock units) outstanding during the period.

(3) Reconciliation of Non-GAAP Measures



Use of Non-GAAP Measures

To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), the Company uses non-GAAP financial measures. The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in the tables above. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than the Company, limiting the usefulness of those measures for comparative purposes.

In addition to GAAP measures, management uses these non-GAAP financial measures to evaluate the Company’s performance, engage in financial and operational planning, determine incentive compensation and monitor compliance with the financial covenants contained in the Company’s borrowing agreements because it believes that these non-GAAP financial measures provide additional perspective on and, in some circumstances are more closely correlated to, the performance of the Company’s underlying, ongoing business.

Management believes that these non-GAAP financial measures are useful to investors in their assessment of operating performance and the valuation of the Company. In addition, these non-GAAP financial measures address questions routinely received from analysts and investors and, in order to ensure that all investors have access to the same data, management has determined that it is appropriate to make this data available to all investors. Non-GAAP financial measures exclude the impact of certain items (as further described below) and provide supplemental information regarding operating performance. By disclosing these non-GAAP financial measures, management intends to provide investors with a supplemental comparison of operating results and trends for the periods presented. Management believes these non-GAAP financial measures are also useful to investors as such measures allow investors to evaluate performance using the same metrics that management uses to evaluate past performance and prospects for future performance. Management views free cash flow as an important measure because it is one factor used in determining the amount of cash available for dividends and discretionary investment.

Exclusions from Non-GAAP Financial Measures

Non-GAAP financial measures reflect adjustments based on the following items:

The tax effect for each of the items listed above is determined using the tax rate and other tax attributes applicable to the item and the jurisdiction(s) in which the item is recorded.

Definitions of Non-GAAP Financial Measures

The reconciliations of non-GAAP disclosure items include the following financial measures that are not calculated in accordance with GAAP:

Adjusted gross margin: Gross margin excluding impairment, restructuring and other charges / recoveries.

Adjusted selling, general and administrative: Selling, general and administrative excluding IT transformation costs.

Adjusted income (loss) from operations: Income (loss) from operations excluding impairment, restructuring and other charges / recoveries and IT transformation costs.

Adjusted equity in income (loss) of unconsolidated affiliates: Equity in income / loss of unconsolidated affiliates excluding impairment charges.

Adjusted income (loss) from continuing operations before income taxes: Income (loss) from continuing operations before income taxes excluding impairment, restructuring and other charges / recoveries, IT transformation costs, unrealized gains and losses on non-core equity and other investments, costs related to refinancing and certain other non-operating income / expense items.

Adjusted income tax expense (benefit) from continuing operations: Income tax expense (benefit) from continuing operations excluding the tax effect of impairment, restructuring and other charges / recoveries, IT transformation costs, unrealized gains and losses on non-core equity and other investments, costs related to refinancing and certain other non-operating income / expense items.

Adjusted net income (loss) from continuing operations: Net income (loss) from continuing operations excluding impairment, restructuring and other charges / recoveries, IT transformation costs, unrealized gains and losses on non-core equity and other investments, costs related to refinancing and certain other non-operating income / expense items, each net of tax.

Adjusted diluted net income (loss) per common share from continuing operations: Diluted net income (loss) per common share from continuing operations excluding impairment, restructuring and other charges / recoveries, IT transformation costs, unrealized gains and losses on non-core equity and other investments, costs related to refinancing and certain other non-operating income / expense items, each net of tax.

Adjusted EBITDA: Net income (loss) before interest, taxes, depreciation and amortization as well as certain other items such as discontinued operations, the impact of the cumulative effect of changes in accounting, costs associated with debt refinancing and other non-recurring or non-cash items affecting net income (loss). A form of Adjusted EBITDA is used in agreements governing the Company’s outstanding indebtedness for debt covenant compliance purposes. Adjusted EBITDA as used in those agreements includes additional adjustments to the Adjusted EBITDA presented in the reconciliations above which may decrease or increase Adjusted EBITDA for purposes of the Company’s financial covenants.

Free cash flow: Net cash provided by (used in) operating activities reduced by investments in property, plant and equipment.

For the three and twelve months ended September 30, 2026, the following items were adjusted, in accordance with the definitions above, to arrive at the non-GAAP financial measures:

THE SCOTTS MIRACLE-GRO COMPANY

Footnotes to Preceding Financial Statements
     
  Three Months Ended

September 30, 2026
 Twelve Months Ended

September 30, 2026
External consulting fees (a) $6.7 $6.7
IT project personnel costs (b)  0.4  0.4
Other (c)  6.4  6.4
Total $13.5 $13.5



(a)Comprised of third-party consulting fees incurred to assist in the project management, system architecture design, data cleansing and end-to-end systems integration of this transformative investment. The Company relies on external consultants for specialized technical capabilities, software configuration expertise, and program governance required exclusively for system deployment that the Company does not maintain internally. These costs are incremental to the Company’s normal IT costs and will not be incurred following implementation.
(b)Comprised of incremental labor costs associated with internal IT project management teams dedicated exclusively to the system implementations. Given the magnitude and transformative nature of the implementations planned, the necessary project management costs are incremental to historical levels of spend. These costs are directly and exclusively attributable to the implementation phase of the project and are not representative of the costs expected after the implementation activities are substantially complete.
(c)Comprised of various other expenses directly associated with the new system implementations, primarily including costs associated with software and other third-party diagnostic tools utilized for scoping and visioning of the project.
  

For the three and twelve months ended September 30, 2025, the following items were adjusted, in accordance with the definitions above, to arrive at the non-GAAP financial measures:

Forward Looking Non-GAAP Measures

In this release, the Company presents certain forward-looking non-GAAP measures. The Company does not provide outlook on a GAAP basis because changes in the items that the Company excludes from GAAP to calculate the comparable non-GAAP measure, described above, can be dependent on future events that are less capable of being controlled or reliably predicted by management and are not part of the Company’s routine operating activities. Additionally, due to their unpredictability, management does not forecast many of the excluded items for internal use and therefore cannot create or rely on a GAAP outlook without unreasonable efforts. The occurrence, timing and amount of any of the items excluded from GAAP to calculate non-GAAP could significantly impact the Company’s GAAP results. As a result, the Company does not provide a reconciliation of forward-looking non-GAAP measures to GAAP measures, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K.

(4)During the three months ended December 27, 2025, the Company determined that the Hawthorne business met the criteria to be classified as held for sale, and classified the related assets and liabilities as held for sale on the Condensed Consolidated Balance Sheets for all periods presented. Effective in its first quarter of fiscal 2026, the Company classified its results of operations for all periods presented to reflect the Hawthorne business as a discontinued operation. The Company completed the divestiture of its Hawthorne business in North America on April 8, 2026.


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