Good morning. Welcome to Scott's Miracle-Gro's first quarter 2026 earnings webcast. I'm Brad Shelton, Head of Investor Relations. Speaking today are Chairman and CEO Jim Hagedorn, President and Chief Operating Officer Nate Baxter, and Chief Financial Officer and Chief Accounting Officer Mark Schiwer. Jim will provide a strategic overview, Nate will provide a business update, and Mark will follow with a review of our financial results. In conjunction with our commentary today, please review our earnings release and supplemental financial presentation slides, which were published on our website at investor.scotts.com prior to this webcast. During our review, we will make forward-looking statements and discuss certain non-GAAP financial measures. Please be aware that our actual results could differ materially from what we share today. Please refer to our Form 10-K filed with the SEC for details of the full range of risk factors that could impact our results. Following the webcast, Executive Vice President and Chief of Staff Chris Hagedorn will join Jim, Nate, and Mark for an audio-only Q&A session. To listen to the Q&A, simply remain on this webcast. To participate, please join by the audio link shared in our press release. As always, today's session will be recorded. An archived version will be published on our website. For further discussion after the call, please email or call me directly.

With that, let's get started with Jim's update. Good morning, everyone.

I'm taking a slightly different approach with our call today. I'm going to focus on the strategies we're employing to drive more value for Scott's Miracle-Groove shareholders, along with a discussion around new, longer-term financial priorities we've established through 2030. Nate will take you through the progress on our plans, and Mark will close with his customer review of our first quarter results. I'm really excited to share where the business is headed. There are a lot of great things happening at Scott's right now. Our company has real superpowers, our brands, R&D, supply chain and sales, and we're investing them to greater levels from innovation, advertising and digital marketing to automation and technology. We have unique and strong retail relationships. We're working with these partners to put more marketing and consumer activation dollars into driving purchases of our high-margin branded products versus lower-margin commodities. These investments, approaching a billion dollars annually, are absolutely critical to engaging core and emerging consumers. We're delivering strong gross margin improvement through ongoing supply chain optimization and by bringing new innovation to consumers. And we're in a way better place with our capital structure. We're on a path to leverage ratio between three and three and a half times, which is our sweet spot. We're comfortable in this range because of our ability to generate strong free cash flow. Our cost of capital works really well at this level, too. Just as importantly, we're taking substantive shareholder-friendly actions that go well beyond our healthy dividend. In Q1, the Board of Directors approved a new, multi-year, $500 million share repurchase program that will begin later in 26 in a measured and disciplined manner. The ultimate goal is to get our share count to around 40 million shares. The bottom line is we are more focused than ever on being the best Scots Miracle-Gro company that we can be. We're advancing this concept at every turn, and it's having a positive impact on our results. We're on track with our key metrics and have full confidence that we'll achieve the Fiscal 26 guidance, and potentially then some. That guidance is a conservative outlook that we projected at the end of last year. And since then, we've developed more aggressive, longer-term targets to put our company solidly on a multi-year growth trajectory. That's the bigger story I want to discuss. My comments are less about the performance in this quarter and more about the future. I threw down a challenge to Nate earlier this year to deliver an incremental $1 billion in top-line sales and total EBITDA of $1 billion. I put no time frame on it. Nate came back with the framework of a plan that would have us reaching these targets around 2030 on the strength of a 5% annual top-line growth through innovation, pricing, volume, M&A, not crazy M&A, but modest tuck-ins that augment our fill-in gaps in our lawn and garden portfolio. We're now implementing these growth targets, and Nate and his operating team are putting together the building blocks that will unlock this level of growth. He'll be ready to share that plan in more detail later this fiscal year at our investor day that we're planning for the summer. Mark and Nate are also anxious to meet with strategic shareholders who want to be part of this longer-term plan and hear more about it. Achieving these longer-term goals will require a growth rate that is more ambitious than the low single-digit gains we projected in our fiscal 26 guidance and mid-range goal through 27. I can help reconcile this for you. We aren't changing our guidance, but we do believe there's a good probability that we'll outperform it. Nate's operating plan for 26 establishes a path to a more accelerated growth rate. The better our performance in 26, the easier our long-term objectives will come together. We've also built our incentive program this year on Nate's 26 operating plan, which includes strong branded sales growth and gross margin improvement that will drive higher EBITDA and lower leverage. To get a hundred percent payout on the incentive plan will require us to outperform the guidance. I'm not only super excited by this, I'm also energized by our commitment to significantly reduce our share count, starting with the first tranche of $500 million. We believe our current share price does not reflect the true value of our business, which is why our commitment to shareholder repurchases reflects our strong view of the long-term value of our company. Nate, Mark, and our Board of Directors are fully supportive. In addition, early feedback from key investors also shows support for this initiative. Upon full execution of the long-term objectives, we're looking at a potential shareholder return in excess of 50%, with a share price well north of $100. Repurchases will begin in 26, as we get our leverage ratio comfortably below 4. Reducing our share count to around 40 million shares over time will require an investment much greater than the $500 million. So this is a long-term commitment that will require future authorizations from the Board. There is also flexibility in the plan. Mark is the gatekeeper. Repurchases will be made using free cash flow and modulated to ensure we stay within our leverage targets. If we fall short of our financial plan in any given year, we'll slow the pace of repurchases. The program is a win for shareholders all the way around. Being the best Scott's Miracle-Gro also requires us to be focused on lawn and garden, free of distractions. The divestiture of Hawthorne will do just that. The pending sale of Hawthorne to Vireo growth is good for Scott's Miracle-Gro and Hawthorne. It will allow each of us to do what we do best. While we expect to close the deal this quarter, we've already removed Hawthorne from our operating financials. Classifying it as a discontinued operation is having an immediate positive effect. It has contributed to a 40 basis point improvement in gross margin and further strengthens our balance sheet. It will eliminate the impact of cannabis sector's volatility in our share price. There's a benefit to Hawthorne, too. Vireo's CEO is a guy named John Maserakis a founder of the investment firm Chicago Atlantic who is running the same play Chris and I sought to build in the cannabis space he's driving much-needed consolidation and Virio is on track to becoming a top operator with a terrific multi-state map he's treating many of the people who are part of those acquisitions as partners and retaining their expertise Virio is well capitalized and acquiring Hawthorne will allow it to expand into cultivation supply and open up more growth potential for Hawthorne. The sale of Hawthorne will be through an exchange of shares, giving us a key investment in Vireo. Chris will also join the Board of Vireo, chairing a newly formed Strategy Committee and joining the Comp, Nominating and Corporate Governance Committee. SMG will enter into customer agreements to continue providing manufacturing, R&D, transitional and other services. Looking at the bigger picture, it's clear we found a good home for Hawthorne while further strengthening the most powerful lawn and garden franchise in a category that's growing. Despite our delivering consistent, positive performance quarter after quarter, we've not seen it show up in the stock price. There is one upside to being undervalued. It gives us even greater opportunities to buy more shares back and deliver improved results for long-term investors. We are not so much focused on quarterly results as we are on disciplined achievement of the milestones that will enable us to realize our financial goals. I hope everyone in this call is excited about what you're hearing today. We're at an inflection point. We're done looking in the rearview mirror. We have an aggressive, offensively driven plan for the future. And we're very confident about that future, and it's absolutely on the side of creating more value for our shareholders.

Next up is Nate. Welcome, everyone.

Jim laid out our strategy and financial priorities, and when it comes to delivering them, I view this as a three-stage approach to execution. The first involves our work to achieve the fiscal 2026 guidance. The second is what we're doing to accomplish our midterm financial priorities through fiscal 27. And the third is the plan we're building for the longer-term goal of a billion in top-line sales growth and a billion in EBITDA. The message today is we're on track to deliver the 26 guidance and the midterm priorities. And as Jim said, we see opportunities to outperform, but as you know, our season is just getting started. As for the aggressive longer-term priorities, my team and I are developing a comprehensive plan that we'll share by our next Investor Day. This morning, I'm going to talk mostly about Fiscal 26, which is the building block to our mid- and long-term plans. Our growth algorithm is focused on these key areas. First, incremental listings, including new product introductions across all our categories. second e-commerce gains across our retailer base third growth in our high margin branded products and fourth pricing the path to achieving our targets is centered on the consumer period despite being the lawn and garden market leader we have a clear opportunity to grow household penetration in some of our biggest categories it's as low as 10% at the same time our demographics are shifting our core consumer is the baby boomer and Gen Xer, but is evolving rapidly to the emerging millennial and Gen Zers. The best news is the lawn and garden consumer is healthy and engaged in the category. Our products fit nicely in the space of small, affordable projects around the home. Consumers are increasingly spending time on their lawns and in their gardens, not just for the aesthetics, but for their physical and mental well-being too. All of this speaks to our opportunity. We must engage with a broader and more diverse group of consumers. You can expect us to increase household penetration and encourage greater frequency in the use of our products. We'll focus on expanding the channels in which we reach consumers. We're going to drive product development to expand our portfolio and include more organic, natural, and biological solutions. We're going to adapt our marketing to engage emerging consumers and enhance their experience. And we'll seek M&A through strategic tuck-in acquisitions that can fill gaps or build out our portfolio. We're progressing in each of these areas. We have ramped up innovation across our categories. In Lawns, a new granular turf builder lawn food with a formulation emphasizing safety for kids and pets will launch this quarter. We're also bringing to market the 10-minute lawn care program, an updated line of ready-to-spray liquid fertilizers that feature a new applicator tailored for ease of use. Expansion of our successful Miracle-Gro Organics line is also underway. And with Ortho, this month we introduced an indoor light trap for flying insects and new ant trap products. This builds on the success of last summer's Mosquito Kill and Prevent product launch. Frequency of purchase is also critical. We are doing more to educate consumers on the value of multiple feedings for both lawns and gardens. We've spoken in past calls how this effort boosted consumer takeaway with lawn fertilizers in 2025, and there is more to go get. We're taking a similar approach with indoor gardening to encourage gardening as a year-round activity. This is supported by our new Green Thumb indoor marketing campaign that launched in Q1 in conjunction with a new line of indoor gardening products. We've seen positive results with this effort. As for M&A, we are intent on finding innovative, unique brands that resonate with consumers. And our initial focus is on licensing or distribution agreements to explore partnerships and test product strategies. Any tuck and M&A we complete will be margin accretive and have no negative impact on leverage. Beginning in fiscal 27, we will be the exclusive national distributor, manufacturer, and marketer of black cow products. This product line is led by black cow manure and organic soils. It's going to augment our Miracle-Gro organic line by appealing to a whole new consumer. Black Cow is a premium soil amendment product used primarily by gardeners who like to curate their own soils. Line reviews start next month with retailers. We have also entered into an agreement to become the primary representative for Murphy's Naturals. This partnership provides us access to a high-quality team focused on innovation in natural insect repellents and will help enhance the current R&D, brand work, and products we offer in the naturals and organic space. Channel expansion continues to be a focus. Do it for me is an opportunity here. We are not interested in what we did in the past with the Scotts Lawn Service, however, we have the potential to be a key supplier of the best and most effective products for small and medium sized professional lawn and garden service providers. We are testing this concept in two markets this spring to gauge our full potential in this space. Looking at the online channel, more consumers across all age groups are turning to digital and e-commerce to learn about products, engage with companies, and ultimately make purchases. In Q1, we launched a robust digital platform where we consolidated all brands under ScottsMiracleGrow.com with AI-driven consumer guidance, educational content, and e-commerce capabilities, as well as the ability to offer loyalty programs in the future. With this enhanced website, we are better able to partner with our retailers as they look to sell more of our products online. It's one of the many ways we're enhancing the consumer experience. Overlaying all our initiatives is our ongoing work to drive down operating costs and optimize our organization while increasing investments in our franchise. This has contributed to the outstanding job the team has done on improving gross margin. We have budgeted an incremental $30 million in CapEx this year for a total of $130 million. We're planning Marysville plant upgrades to support fertilizer innovation. We're going to increase automation across our supply chain, expanding the capacity of our growing media network to stay ahead of growing demand and our branded soils business, and implementing transformational AI and technology company-wide. On the brand side, we'll continue to increase investment to the tune of $25 million this year, focusing on key areas such as media digital and R&D this incremental spend is enabled by the transformation work we completed last year coupled with thoughtful reallocation of resources to focus on our priorities some of this will include authentic marketing campaigns geared towards the growing Hispanic population in addition we recently secured the naming rights to the Columbus Crew soccer stadium providing great brand recognition for major league soccer season and upcoming world cup events soccer is one of the fastest growing sports and its fans are a key demographic for us as you can see we are making progress on multiple fronts and are on track to our guidance our 26 plan is solid and will serve as the stepping stone to the bigger financial goals we have the best brands in a unique category and we're looking forward to bringing more consumers into the wonderful world of lawns gardens and green spaces i'm most excited about the momentum we're building. I see many more good things happening for our company and shareholders as our season gets underway and the year unfolds.

Here's Mark with the financial details. Thank you and hello everyone.

Jim and Nate provided a great overview of our strategy and all the work we are doing to successfully execute upon it. We are making strong and consistent progress as we focus on actions that drive long-term value creation. We are off to a good start and optimistic for the year. We continue to strengthen our capital structure, advance our financial priorities, and invest in the growth of our core lawn and garden business. The new multi-year share repurchase program demonstrates our commitment to shareholder friendly actions that go beyond our robust quarterly dividend. The repurchases will be executed in a measured manner to ensure alignment with our capital allocation strategy, our focus on leverage reduction and the guidance we established for fiscal 26. We anticipate a phased approach with the repurchases expected to begin in late 2026 and increasing over time as we further reduce our leverage ratio to be in line with our financial goal of below three and a half times. With this background I'll move to our performance starting with the divestiture of our Hawthorne business. With our board's commitment and a pending sale transaction Starting this first fiscal quarter, we are classifying Hawthorne as a discontinued operation. We have removed Hawthorne from our ongoing operations and are reporting it separately as a single line item in the P&L called Loss from Discontinued Operations Net of Tax. The prior first quarter result of operations have been updated to reflect this as well. We plan to recast the financial results to reflect Hawthorne as a discontinued operation for each of the quarterly periods in Fiscal 24 and 25. This will occur within the next few weeks and will help with your financial modeling and comparisons when you look at the performance of our consumer business for these past two years. As part of the transaction, Virial Growth will acquire Hawthorne in exchange for its equity. And moving forward, this equity will be reported as a minority investment in our financial statements. In connection with the classification of Hawthorne as discontinued operation, we took a pre-tax asset impairment charge of $105 million, recorded within the laws from discontinued operations, representing the excess of Hawthorne's carrying value over its estimated selling price. Looking at our top-line sales this quarter, total company net sales, which exclude Hawthorne, were $354.4 million. U.S. consumer sales of $328.5 million were ahead of expectations, due to changes in the timing of early season load-in with certain customers. Our first quarter represents around 10% of our full-year sales, and mostly reflects load-in activities tied to the upcoming spring and summer lawn and garden season. We expect retailers to increase these load-in activities as we draw closer to the POS curve, and in fact, retailer shipments in January picked up at a record pace, making it one of the highest January shipment months ever. Moving to POS, I want to call out and update this quarter to our reporting of U.S. consumer POS activity to align more closely with our go-forward focus of driving growth in our branded product sales, broadening our customer base, and growing in e-commerce. We listened to your feedback and have taken steps to improve the clarity of our POS data that we will use consistently in the future. Starting this quarter, we are providing a robust and comprehensive view of POS by expanding reporting from our previously reported three largest customers to include POS data from 15 of our largest customers, including e-commerce. Reported POS will be for branded products only, excluding mulch, private label, and commodity items. In addition, POS by key business categories of lawns, gardens, and controls has been added to our supplemental financial presentation slides, posted on the website earlier this morning. This updated measure is more directionally aligned with our shipment activity and represents over 80% of our total U.S. consumer sales activity. Under this new reporting approach, our fiscal 25 POS dollars were up 2%, closely mirroring our plus 1% in U.S. consumer sales. POS for the first quarter, which is less than 10% of our full fiscal year, was slightly down at 1% in both dollars and units compared to the first quarter of fiscal 25. For context, the first quarter we just reported was comping against one of our strongest first quarters on record last year. Additionally, much of the fall season in calendar 25 was pulled forward due to favorable weather conditions and this showed up in our strong POS in August and September of fiscal 25. Also, during the first quarter of fiscal 26 you're starting to see POS dollars and units move more in line with one another compared to recent years due to a shift in our mix strategy. We expect this trend to continue. Some of the POS bright spots in Q1 included gardens and Roundup. Nate explained the opportunities we see in indoor gardening and this began to play out in Q1. POS and indoor gardening was up 7.7 percent in dollars and up 9 percent in units. In addition, Roundup saw strong consumer demand and was up 24 percent in dollars and 27 percent in units. We also saw good growth year over year in spreaders, weed, and insect control products. E-commerce was again a strong growth area, as we continued to drive substantial gains primarily through our retailer e-commerce sites. For the quarter, e-commerce POS dollars for our branded products were up 12%, and units were up 17%. Branded product e-commerce sales represented 14% of our overall POS in Q1, a 150 basis point increase over prior year. Gross margin expansion is a financial priority, and for the quarter, we delivered a gap gross margin rate of 25%, up 90 basis points over prior year. The non-GAAP adjusted gross margin rate was 25.4%, compared with 24.5% a year ago. The improvement was primarily driven by ongoing supply chain cost efficiencies, coupled with our planned pricing actions. Moving down the P&L, SG&A for the quarter decreased 7% to $106 million, the result of equity compensation decreases that were partially offset by an increase in media and marketing to support our brands. Looking at the non-GAAP-adjusted EBITDA for the quarter, it was $3 million ahead of our expectations due to the timing shift of U.S. consumer sales tied to seasonal load-in activities of our retail partners. Below the line, interest expense continued to fall from lower debt balances and interest rates. Interest expense was $27.2 million, down 20% from the first quarter of Fiscal 25. We also reduced leverage nearly a half a turn, ending the quarter at 4.03 times net debt to adjusted EBITDA, compared with 4.52 times in the first quarter of Fiscal 25. This was a result of continued deployment of free cash flow to debt reduction and improved EBITDA. Regarding free cash flow, it was favorable by $78 million in the quarter due to timing of accruals and our continued focus on working capital management, including further supply chain optimization and automation, making us more nimble during the seasonal inventory build. As for the bottom line, we delivered improvement here too. We typically report a loss in our first fiscal quarter. This quarter, the gap net loss from continuing operations was $47.8 million. or $0.83 per share versus $66.1 million or $1.15 per share in prior year. The non-GAAP adjusted loss for the first quarter was $44.6 million or $0.77 per share versus $50.2 million or $0.88 per share in prior year. Overall, we are pleased with our first quarter performance and have full confidence in our Fiscal 26 financial guidance, which includes U.S. consumer net sales growth of low single digits, non-GAAP adjusted gross margin rate of at least 32%, and non-GAAP adjusted earnings from continuing operations per share range of $4.15 to $4.35 per share, non-GAAP adjusted EBITDA growth of mid-single digits, and free cash flow of $275 million, driving leverage ratio down to the high threes. As we continue to deliver upon the key elements of our mid-range plan through Fiscal 27, we are shifting our sights to the long-term growth prospects for our company. Jim addressed the financial priorities through Fiscal 2030, and you can expect us to share more details related to these priorities and the plan at an Investor Day event we are planning this summer.

Thank you, and I will now turn it over to the operator.

To ask a question on the phone line, you will need to press star 11 on your telephone and wait for your name to be in the end. To withdraw your question, simply press star 11 again. As a reminder, in the consideration of time, please limit yourself to one question and one follow-up. Please stand by for our first question. Now, first question coming from the line of Peter Crum from UPS. Your line is now open.

Great. Thank you, Operator. Good morning, everybody. Maybe just going back to some of the original commentary around the work the team has been doing, and I know we're going to get a lot more details at the Investor Day this summer, but just the high degree of confidence that you can outperform the guidance this year, can you maybe just talk about what's driving that or where you have increased confidence and visibility, sales, margin, both? You sounded quite optimistic, so just any color, I think, would be helpful.

Sure. Good to talk to you, Peter. This is Mark Schauer. I'll start with some of the bottom line confidence, and then I'll let Jim and Nate speak to some of the top line as they see it, as they work with the operators. You'll see in the gross margin line, obviously, we announced the hopper and divestiture. So that, as Jim alluded to, provided 40 basis points of benefit on a full-year basis. In addition, given our track record and some of our planning as we've gotten further into the year, we feel comfortable as we navigate that that we should be able to outperform So I feel as we guide further in the year, we'll give our customary update after the second quarter, and we can provide a little more refined guidance around call it margin. You did also see some good performance on interest expense down below the line as folks are navigating and managing cash flow really well. So I feel really good about how the team is navigating free cash flow on that side. And then just from my perspective on the finance side, on the top line, you know, as far as consensus and where we landed versus sales and what we've talked about on the last quarter call, you know, sales from retailers, it's a big load in quarter for the quarter, and And we saw really good positive momentum there as we navigated the quarter. Maybe that exceeded some of our expectations initially at year end.

And I'll just add real quickly, Peter, you know, between the innovation we're bringing to market and the focus that we have in partnership with our retailers on the branded products, there's a lot of bullishness about the season. So we're, I think, all those things together.

And, you know, look, I would just throw in there from my point of view that when we put sort of the guidance together, and this is not unusual for us. It's really before our business plans are being finalized, and we're through the process of the work we do with our retailers. So I think that they were pretty conservative numbers, and I think that's what you guys would expect. I think everybody's saying under-promise, over-deliver. But between the guidance we gave and Nate's operating numbers, there's quite a big difference. And so, Nate, I think, is feeling confident that, you know, we are at least better than the Shire put together, which is kind of a safety plan. And so, I think so far, so good. And again, the part which is that at the consensus, and this goes to, I think, mostly confidence in the numbers we built an incentive plan that was approved by the board recently that is you know the guidance numbers would not pay out at 100% and I think that's important to just know where the management team is because the incentive does matter and so I think there's a lot of confidence I think if sales were who's here but is not talking at the moment but if they were talking they would say we've got excellent programs in place for the

year and I think the operating part of the business is being very well managed great thank you so much I'm gonna pass it on thank you now next question coming from the lineup Chris Carey with Wells Fargo Securities Elon is now open hey Good morning, everybody.

Good morning, Chris.

Okay, so I guess I sense some positive early signs of, you know, retailer shipments both in the quarter and perhaps even quarter to date. I believe the year is set up to be a bit more back-up-weighted from a growth standpoint. Can you just give us a sense of whether the early activity has evolved your view about, you know, the phasing through the year, the timing of inventory loads, or are these just weeks too small to read too much into and you're kind of still thinking the same thing? Maybe just give us a sense of how your thought process on the cadence, you know, has evolved through the year. And I guess that's really about your ability to kind of shift the retailers and retailers' receptivity.

Chris, I would just throw out that it's no joke that the direction that I'm leading is going to be less focused on the quarters. And, you know, I think it's a really, you know, honestly shitty way to run a business. And I know, I think everybody would probably say that knows our business and knows just generally public companies would say, don't let the quarterly results drive you guys and make you nuts. And part of what I'm trying to get the operating team is to say, look, let's go for our milestones. And so I think the answer is, Mark will answer it, but I think the answer is yes, it's evolving and back to a more traditional kind of pattern. than we had. But you get snow in the Northeast and a lot of parking lots in the Northeast are going to be full. It'll probably delay deliveries. And I think the answer is it doesn't mean anything. And so I think the answer is yes, you're seeing evolution in it and maybe it's just back to kind of a more tradition. Mark and I talked about this yesterday, it's like, what are you seeing on these patterns? You know, because I think Mark had sort of said, I think it'll get back to kind of 50-50. And you know, I said, is that, do you see that really happening? And he's like, well, kind of. But I think the thing is, we're looking for the fiscal year and making the sort of milestones zones that we need to get to to make, like I'm going to say, our plan work. And so I think generally the answer is yes, but what I don't want to do is get all freaked out over the fact that there's just no doubt that you'll see deviation, and a lot of it depending on weather.

Chris, just as a follow-up to what Jim said, I think going into the year when we We talked the year end, we kind of had talked about effectively like a 2% shift in sales from call it second half to first half. And I'd say we don't have a ton more data, you know, the first quarter is a small part of the quarter. But, you know, could I see it being a little bit less than that? I think it could be potentially like a 1% shift, you know, first, second half to first so it could could be a little bit less than our expectation just you know again we're trying to navigate a few years being out from COVID now and sales patterns but the retailers are really supportive of us we have strong shelf space and support and and so that that that is very much the case and so I I think could it be less than what we had talked about at year-end I think it could be but I think there'll still be a little bit of a shift yeah just you You know, we ended last fiscal year in a really good place with retailer inventories,

where we were down, call it 5%. So I think this just signals a little bit of optimism from retailers, you know, making sure they have the inventory they need as we get ready for spring. I mean, you've talked to the retailers. You know, you've been out there, like, how are they feeling about this? Good, good. And I think even some of them commented, you know, we loaded in a little more than we thought guns. And I think, you know.

Thank you. Our next question coming from the line of Andrew Carter with CFO, Yolanus Malvin.

Hey, thank you, good morning. Sorry messing with the mute button. So if I understand it correctly, if you want to add a billion dollars from 2025 to the business, and you think about where 26 will land, which will be a good base of branded, I'm getting like kind of a 6-6 kind of CAGR from 27 through, or 26 through 30, who knows my math right, but in my right range and that would be kind of an acceleration, or at least a performance at the high end of what you expect a branded business to do this year. And how reliant is that on M&A? How reliant is some of these initiatives to be successful such as Do It For Me, and well as the e-commerce initiative?

So, I would look at it this way. So, first of all, a lot of the initiatives we talked about really won't be accretive until 27 and beyond. So, the M&A and some of the Do It For Me and Pro. What we are leaning into now is the e-commerce. And, you know, we saw – Mark talked about it in his prepared remarks, but, you know, we saw – call it sort of flat to negative 1% growth. Overall, most of that was brick-and-mortar, but we saw double-digit growth in e-com. And from a market share perspective, while we were flat in brick-and-mortar, we saw almost two points of gain in e-com. So, Jim said it, you know, it's about 5%, and that's really the path we have to get And I think the sum, you know, my operating plan for 26, as Jim said, is more aggressive. We can talk more when we do the investor day, you know, later this year, but we definitely have a plan we're willing to talk through with you guys.

Andrew, as a follow-up, Mark Shiver here, you are right. You're in the ballpark as far as growth rates go. And, you know, on the finance side, as I kind of look at the building blocks, as we set up this year for 26, pricing is a building block, volume growth is a building block, and then innovation or new product listings are a building block. So if I was to break down that, call it 5%, 6% of incremental sales growth, you know, those three would be big components of that. We are introducing the tuck-in M&A as well as part of that, so that would be a part of that growth. I think some of the partnerships we're looking at, I think it's safe to assume they would add probably a point of sales growth in the future as we navigate those partnerships and really like those businesses in the future. So those are probably the four biggest blocks. Depending on the year, you may see some of them outperform, and then underlying it all obviously would be the e-com growth that you've been seeing the past, call it six quarters of our financial results.

The second question, I know that getting back to share purchase this year, you outlined 40 million shares, which would be down 30% from where you are right now. I want to make sure I understand that the commitment to that and if that's flexible, like if the right M&A target came, that that would be off the table. And I assume, I'm not sure how that would be treated given the trust ownership, but would the trust participate in that? I mean, it might hurt the dynamics here. The trust moved up to, you know, 37%. So how are you thinking about all those things?

Yeah, you know, I put $40 million in, you know, in this. So it is a long-term commitment. I frankly had a bigger percentage reduction in the share count in mind, but I thought this was a good sort of moderate to long-term target that I think people could get their head around and it sounded good to me. I think the limited partnership, not of trust, but the limited partnership would probably ride somewhere in the middle with probably a little bit of liquidity selling into it, but majority accreting through that. So I think that's what you're likely to see. And then, you know, I – you know, it's where I am in my career. You know, I've got to look to my partner that's sitting to my right side, Nate, and say, dude, I do not want you getting amnesia on this ship. I don't want you deciding – like, to me, this is a really good strategy for us. You know, if you look at the investment we're making in the business, it's like three to one investment in the business relative to the repurchase, okay? So I think a lot of people have said, are you sure you're investing sufficiently behind the business? And the answer is absolutely. Nate's comfortable with that. He's got to drive these numbers. I think Mark's comfortable with it. I'm comfortable. But, you know, I got to say, I have been the sort of architect of a lot of the M&A activity. And I think while putting scots together and sort of consolidating the United States lawn and garden market has been a good one for us, I think a lot of the other stuff, you know, which would have been billions of dollars, course, maybe it would have been better than doing this then. And I think for where we are right now, this is a super simple, easy to understand, not challenging. It's a big deal for me to tell Shywer, you got the keys on this, and if you become uncomfortable, you can delay or stop. And I don't want people to sort of get, you know, I'm not going to use the word distracted, but to become convinced that some giant M&A deal is going to be the answer to it. I think that we like this company, and I think we think investing in this company. And if we have to do M&A, like big M&A, billion-plus M&A, we'll do it in this company. And there's no integration risk. We can do it. We can maintain our leverage. So, you know, I'm not going to say never, because I think in sort of Air Force multiple choice tests, the answer was don't ever answer that one. That's definitely a trick. So I'm not sure the answer is never, but I did make Nate promise me, like, you're not going to forget this commitment. You agree.

No, and I look, I think, and I am not worried about reinvestment in the business. Like Jim said, 75% of that cash flow will be supporting growth in the business.

And just, by the way, I called Nate at 5 in the morning, so it's like a big rum, and he was like in the dark, and I sort of said, here's what I'm thinking, and within 10 seconds he said, I'm in. And so that really is kind of how this whole thing started, is calling Nate, getting his view, and it was just that quick. I'm in.

We developed it. we brought the board in and people are people are pretty happy with this so my view is this is our plan we're sticking with it Andrew what do you think well I mean I think that it sounds like got a nice opportunity cost filter for M&A now with a billion dollar share to purchase commitment that's my first blush forces us to be really careful and I think I said in my prepared remarks you know So consumer-friendly, tuck-in, the silk apps are allowed to just expand adjacent, and, you know, we will not allow them to be decretive in any way. So I think it's a really smart approach.

Thanks. I'll pass it on. Our next question. Coming from the line of Joseph Alta Bell with Raymond James Hill and his mouth.

Thanks. Good morning. A couple questions on the e-com business. I think you mentioned, you know, it was up nicely double digits. this quarter. And I think you said it was 14% of overall POS. How big can that business be? And I guess maybe more importantly, what's the margin delta between e-commerce and brick and mortar?

Well, look, I think the business can be huge. The lifts have occurred across all of our retailers. I think that's an important point to make. They're really leaning into it. Very little of it comes from direct consumer. So I think, you know, Joe, from a cost, I mean, And look, the retailers obviously are highly competitive in trying to figure out how to continue to lower their costs, but we see less than five, you know, percentage points delta in some of the margins, and they're getting better, you know, every quarter. So as the big guys and, you know, who they are sort of invest in their infrastructure, we're riding along, and I think, you know, we're just seeing explosive growth, and it's not in just exclusive e-comm, it's also in our traditional brick-and-mortar partners. We see a lot of opportunity. It'll be a big percentage of that billion will come from e-comm, you know, from various retail partners.

Look, I think that the e-comm – you know, if you look at – I was at a top-to-top with Nate and, you know, e-commerce came up and Nate said, we're under-penetrated. We've got to get to a level of market share in e-com that we have in brick and mortar. And nobody argued the point, but if you just use that and say our share is the same in e-commerce that it is in, and this is true across retailer sites everywhere, it is a gigantic opportunity.

More than half of that number.

So, I mean, that's the part. Now, what's the challenge to Nate and his operating team? A lot of those SKUs are different, you know, their packaging is different, and so it's a lot of work. I mean, we've talked about, I mean, part of this is our own fault, you know, to some extent, which is where we are, where we're under-penetrated, that means other kind of hobos are over-penetrated. And that's a little hard to take. And I think in a world where brick-and-mortar was growing fast enough that, you know, it just was not a great – listen, we're simpletons here, I think, in some ways. You know, if you look at grocery, you look at e-commerce, we were doing incredible work in brick-and-mortar, and we have fabulous partnerships with big retailers, and they are absolutely you know our best friends and they're building out this this this stuff too but there's a lot of work for us to say we let's just say deserve to have market shares in e-commerce that we have in conventional retail and that's going to require change in Nate's organization and a level of entrepreneurship that says we're going to get quite a bit more scrappy and it's because otherwise you know it's just like everything else we've talked about whether it's grocery or e-com like if you want to succeed there you have to have products and market and talk to people who were shopping there very helpful maybe if I could follow up on that you know obviously we're here in late January but how are how are your retail partners thinking about the lawn and garden category this spring, given all the affordability issues and pressures on the consumer right now?

Well, look, I spent a lot of time with our retail partners, I think everybody's feeling bullish. I mean, it's the same story. It's a big part back into the stores and online, and I think they absolutely see those investments as worth it. I know Josh, you want to make a comment on that?

Yeah, Josh Meals. I'm sorry. Yeah, Josh Meals here. I would say retail partners are very bullish on Lawn and Garden. To reiterate Nate's point, they see it as a traffic driver into the store or as a traffic driver to their e-commerce. In financial times like this, relatively unburdened by small projects, paint, Lawn and Garden tend to overperform and that's where our retailers are leaning in to drive that traffic and that conversion for both in-store and online.

Got it. Thank you.

Thank you. And our next question comes from the lineup. Jonathan Matsuziski with Jeffries. You line is now open.

Great. Good morning and thanks for taking my questions. My first one was on supply chain. You've outlined a multi-faceted plan here, you know, everything from automation to more capacity and skew rationalization. Any way to rank order some of these things as we think about kind of the biggest opportunity for cost savings and gross margin ahead? That's my first question.

Thanks, Jonathan. You know, look, I think they're all important. I think if you look at the performance we delivered in the last year, I think, you know, our team is pretty confident they can continue. As you recall, we over-delivered. I think we ended up with $100 million out of supply chain, including commodities last we've got 50 million to go in my original challenge there'll probably be another challenge coming I it's a little bit of everything everywhere so remember the way we approach for example efficiency in our plants you know a lot of these plants are 50 years old and the equipment is nearly that old the way Josh sort of manages that is when we have to replace a line a bagging line it's going to be a more modern obviously line that has probably at least a 20 to 30% improvement in throughput so it's really the sum of a lot of small changes some of the bigger areas are automation in our distribution center I think you know you know we've been on a journey so we'll continue to deliver results there and then you know our tech transformation I mean we are in the process of completely reimagining all of our business processes it's part of our ERP migration but it's more than that it's including how do we reduce the number of touches on any given project whether it's a finance project or a marketing one so I don't know if I can rank order them for you but what I can say is I have a lot of confidence that these initiatives are going to continue to to help drive the bottom line and Jonathan this is Mark Schauer the other the other components of improving gross margin at the COGS line are going to be continue to be fixed cost leverage as we as we automate and get more efficient in our factories we should be able to push more products through those both

distribution locations and factories, so we should get fixed cost leverage benefits going up and then innovation as we look to continue to do costs out in our products and continue to make them stronger, better, all that. So I would say those two things also are part of that journey.

That's helpful. And then just a quick follow-up here, you know, pro-penetration continues to rise at your key retail partners. Just curious, you know, what are you doing different to collaborate with the big retail partners of yours to, you know, move Scots to the consideration sets of more of their pro customers versus DIY? Presumably, this would be something in addition to the DIFM efforts you're pursuing in those pilot markets you mentioned.

Yeah, Jonathan, I mean, I don't want to get into specifics, but clearly our big retail partners have big pro initiatives, and I would say the way we're addressing that is product development, you know, looking at larger sizes, more value to bring to the pro side of the But as you point out, it's a multi-pronged approach. We'll work with retail partners. We'll also work directly with small and medium-sized businesses. But at the end of the day, again, we're agnostic of where they get our product. So we just want to make it available on channels that makes it easy for those pros and do-it-for-me businesses to thrive. And so it'll be pretty broad. I think I'll leave it there. We'll probably have more to talk about this summer when we do our investor day in that space. Thank you.

Thank you. Our next question coming from the line of William Reuter with Bank of America, Elon Snellman.

Hi. I just have two. So the first, Mark, when you were discussing M&A, you mentioned 1% growth. So is that to say that that 5% annual growth target includes about 1% annually?

That's correct. Yeah, that would be out in the, not this year, but it'd be focused on 27 and beyond.

Got it. And then when we've been discussing the incremental $50 million of cost savings, In one of the most recent answers, we talked about the $50 million that we still have. It seems like some of those are investments that are in the CapEx line. Will CapEx remain elevated in future years, or is the elevated CapEx really related to the $50 million of cost savings that we're targeting this year, and then we'll move back towards maybe $100 million or lower?

We're still building out, I would say, our five-year roadmap as far as long-term plan, But I would expect our CapEx to remain elevated at, call it, $130 million in 27 and beyond as we look to automate not only our factories but also our back office activities. But in the near term, as what I'm seeing in the business and what we're working on, I would say for the next several years, that's correct.

Plus, there's the ERP component over the next, call it, two to three years.

Got it. That makes sense. Okay, all right, that's all for me.

Yep. Thank you. Now, the last questioner will come from the lineup, Jakob Moushevev from J.P. Morgan. Your line is now open.

This is actually Carla Casella from J.P. Morgan. Just your thoughts in terms of the longer-term capital structure, and you mentioned your leverage target, but how do you say are you going to address the 2026 maturity?

Sure. Hello, Carla. This is Mark Shiver. So the 2026 maturities, we plan to – you saw on our balance sheet they move to current. Our expectation is we would leverage our free cash flow generation that we generate over the summer that's built into our $275 million free cash flow plan, along with access to our revolver to pay those off later this summer as they start to come due. So we'll do that in the summertime and leverage, again, free cash flow and then access to our revolving revolver.

Okay, great. And then you mentioned you're going to post financials excluding Hawthorne, but can you just give us a goalpost for what EBITDA was last year with Hawthorne? I'm kind of backing into like 100, or sorry, 530, does that sound like the right range?

Yeah, so last year we had adjusted EBITDA with Hawthorne of $581 million. We're still working through the finalization of the recast, but I would expect it to probably decrease by approximately $11 million when you back out the Hawthorne. So, call it around $570 million from EBITDA perspective for the 25, fiscal 25 recasted number. And we'll provide you the 24 number in those materials as well, but that would be the 25 number.

Okay.

Yep.

Thank you. And that's the time we have for our Q&A session. Ladies and gentlemen, this concludes today's conference call. Thank you for your participation and you may now disconnect