What The Scotts Miracle-Gro Company told the SEC could break it.

All U.S. pesticide products must comply with FIFRA and be registered with the EPA and state agencies; failure to obtain/maintain registrations, cancellations, or Canadian provincial restrictions could materially affect the business.

“All pesticide products sold in the United States must comply with FIFRA and most must be registered with the U.S. EPA and similar state agencies.”

EPA's April 2024 designation of PFOA and PFOS as CERCLA hazardous substances, and broader PFAS restrictions, could have wide-ranging cross-industry impact including potential remediation liability.

“Further, in April 2024, the U.S. EPA designated two PFAS chemicals – perfluorooctanoic acid (“PFOA”) and perfluorooctanesulfonic acid (“PFOS”), including their salts and structural isomers – as hazardous substances under section 102(a) of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), which could have wide-ranging impact on companies across industries.”

Two retail customers, The Home Depot and Lowe's, together accounted for 52% of fiscal 2025 net sales and 25% of accounts receivable; loss of or reduced orders from either would materially hurt results.

“Our top two retail customers, The Home Depot and Lowe's, together accounted for 52% of our fiscal 2025 net sales and 25% of our outstanding accounts receivable as of September 30, 2025.”

Product costs are exposed to fluctuating prices of urea and other fertilizer inputs, resins, diesel, gasoline, natural gas, sphagnum peat, bark, and grass seed.

“We are subject to market risk as a result of the fluctuating prices of raw materials, including urea and other fertilizer inputs, resins, diesel, gasoline, natural gas, sphagnum peat, bark and grass seed.”

Ability to service or refinance indebtedness — including the 5.250% Senior Notes due 2026 — depends on future cash generation and credit availability, factors partly beyond the company's control.

“Our ability to make payments on or to refinance our indebtedness (including, for example, our 5.250% Senior Notes due 2026 (the “5.250% Senior Notes”)), fund planned capital expenditures and acquisitions, pay dividends and repurchase our Common Shares will depend on our ability to generate cash in the future which, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.”