What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-11-27 compared with 2023-11-28 · 128 added, 117 removed, 279 unchanged (47% of the section changed)

Central Garden & Pet Company (“Central”) is a market leader in the pet and garden industries in the United States.

For over 40 years, Central has proudly nurtured happy and healthy homes by bringing innovative and trusted solutions to consumers and customers.

For over 40 years, Central has marketed innovative and trusted solutions helping lawns grow greener, gardens bloom bigger, pets live healthier, and communities grow stronger.

We manage our operations through two reportable segments:

Pet and Garden.

Our Pet segment includes dog and cat supplies such as dog treats and chews, toys, pet beds and containment, grooming products, waste management and training pads;

supplies for aquatics, small animals, reptiles and pet birds including toys, cages and habitats, bedding, food and supplements;

Our Pet segment includes dog and cat supplies such as treats and chews, toys, beds and containment, grooming products, waste management and training pads;

supplies for aquatics, small animals, reptiles and pet birds including toys, enclosures and habitats, bedding, food and supplements;

products for equine and livestock, animal and household health and insect control products;

live fish and small animals as well as outdoor cushions.

These products are sold under brands such as Aqueon ® , Cadet ® , Comfort Zone ® , Farnam ® , Four Paws ® , K&H Pet Products ® ( “ K&H ” ), Kaytee ® , Nylabone ® and Zilla ® .

These products are sold under brands such as Aqueon ® , Cadet ® , C&S ®, Comfort Zone ® , Farnam ® , Four Paws ® , Kaytee ® , Nylabone ® and Zilla ® .

Our Garden segment includes lawn and garden consumables such as grass seed;

7 unchanged sentences

Our objective is to grow net sales, operating income and cash flows by developing new products, increasing market share, acquiring businesses and working in partnership with our customers to grow the categories in which we participate.

We run our business with a long-term perspective, and we believe the successful delivery of our strategy will enable us to create long-term value for all our stakeholders.

We run our business with a long-term perspective, and we believe the successful delivery of our strategy will enable us to create sustainable value for all our stakeholders.

To achieve our objective, we plan to capitalize on our competitive strengths and favorable industry trends by executing on five key strategic pillars to drive long-term growth.

4 unchanged sentences

We recognize that consumers are increasingly researching, as well as buying products online and we continue to advance our digital capabilities.

We have seen promising early marketing campaign results driving accelerated growth and share gains across several brands, including our Pennington “ FlipTheTurf ” and Zilla “ Rep Yourself ” campaigns.

We have seen promising marketing campaign results driving accelerated growth and share gains across several brands, including our Farnam “Everything for the Ride” and Zilla “Rep Yourself” campaigns.

Win with Winning Customers and Channels

11 unchanged sentences

We are building out our portfolio in attractive, broadly defined pet and garden markets.

We are supplementing our organic growth with acquisitions and joint ventures.

Our M&A priorities are to build scale in our core pet and garden categories, enter priority adjacencies and enhance key capabilities, for example in digital and eCommerce.

We intend to strengthen our portfolio with organic growth and acquisitions.

Our M&A priorities are to build scale in our core pet and garden categories, enter priority adjacencies and enhance key capabilities, including digital and eCommerce capabilities.

We generally seek growth and margin accretive, brand-focused companies with talented management teams.

We are also committed to divesting businesses where we cannot find a path to profitability and have done so in the past.

For example, we sold our distribution business into the independent garden channel in 2023.

For example, we acquired TDBBS, LLC ("TDBBS") in 2023, a business in the attractive pet treat segment with strong eCommerce capabilities.

We are also committed to divesting businesses where we cannot find a path to sustainable profitability.

For instance, in 2023 we sold our low-margin distribution business into the independent garden channel.

Central Ventures, our venture fund which we established in 2020, further supports our M&A strategy.

4 unchanged sentences

We believe we have not only the opportunity but also the responsibility to make a difference and drive positive change.

Our Central Impact strategy - focused on protecting our planet, cultivating our communities and empowering our employees - is our commitment and approach to corporate sustainability.

Our Central Impact program - focused on protecting our planet, cultivating our communities, and empowering our employees - is our commitment and approach to corporate sustainability.

Reduce Cost to Improve Margins and Fuel Growth

Optimizing our supply chain footprint is a priority as we seek to become more efficient and cost-effective.

Having the right facilities in the right locations is critical to lowering costs and enabling our businesses to meet the demands of our existing and new customers.

Optimizing our supply chain footprint is a priority as we seek to become more efficient and cost-effective while enabling our businesses to meet the demands of our existing and new customers.

We have already consolidated some of our dog and cat treat and toy businesses and numerous garden manufacturing facilities.

We combined our outdoor cushion business with our pet bed business given the synergies in sourcing, manufacturing and innovation, and recently closed a pet bedding facility.

In addition to the short-term actions we have taken in recent quarters to cut costs, we are advancing our plans to more significantly simplify our business and improve our efficiency across the organization by rationalizing our footprint, streamlining our portfolio, and improving our cost structure.

The focus of our Cost and Simplicity program is on a number of key areas, including procurement, logistics, manufacturing, portfolio optimization and administrative costs.

Further, we combined our outdoor cushion business with our pet bed business given the synergies in sourcing, manufacturing and innovation.

We are making progress toward significantly simplifying our business and improving our efficiency across the organization by rationalizing our footprint, streamlining our portfolio, and improving our cost structure.

Our Cost and Simplicity program spans procurement, logistics, manufacturing, portfolio optimization and administrative costs.

We expect to reduce complexity, which means fewer SKUs, fewer plants and fewer distribution centers.

We further expect lower cost of goods sold through lower logistics costs and better procurement, lower administrative costs through scale, leverage and efficiency, and a gradual shift in focus to our higher margin, higher growth potential branded pet and garden consumer products.

For example, we have closed several pet and garden manufacturing and distribution facilities, recently consolidated four garden distribution locations into a new fulfillment center and are in the process of exiting our pottery business.

Strengthen Our Entrepreneurial Business Unit-Led Growth Culture

Our values, created by leaders across the Company, are the cornerstone of our culture, and they are at the root of every decision we make – we call them “The Central Way.” We believe having a strong set of values provides a foundation for employees and strengthens how we all work together.

Our values, established by leaders across the organization, are the cornerstone of our culture, and they are at the root of every decision we make – we call them “The Central Way.” We believe having a strong set of values provides a foundation for employees and strengthens how we all work together.

They comprise six simple values:

“We do the right thing.” “We strive to be the best.” “We are entrepreneurial.” “We win together.” “We grow every day.” and “We are passionate.”

We believe one of the reasons our employees work at Central is because they love the pet and garden categories, and that creates a passionate and effective team.

We strive to make Central a great place to work that embraces diversity and inclusion.

In fiscal 2023, we introduced the Women in Leadership Council, a collective of senior female leaders from across Central brought together to help advance women at Central.

The Council has established four committees that are dedicated to making progress across key areas that align with our diversity & inclusion strategy.

These key areas are mentorship, leadership development, retention & recruiting and employee education.

Employee well-being is a key part of creating a sustainable business and a passionate and effective team.

We strive to achieve this by focusing on occupational health & safety, diversity & inclusion, and learning & development.

For example, in fiscal 2023, we implemented our global health and safety policy across the organization, promoting our mission to prevent all injuries.

Also, in fiscal 2023, the Women in Leadership Council, comprised of female leaders from across the organization, held its inaugural virtual summit, themed "Women are Central to Growth".

In fiscal 2024, the Council held its first in-person summit, themed "We Rise by Lifting Others" enabling Central's women leaders to network and shape the Council's initiatives for impactful outcomes.

We expanded the

Council's membership to include a greater representation of our female leadership and added a new Women's Leadership Track to our 2024 Mentorship Program.

Competitive Strengths

3 unchanged sentences

pet supplies market and the lawn and garden consumables market.

We have a diversified portfolio of brands in both segments, many of which are among the leading brands in their respective market categories, ranging from Kaytee in pet bird and small animal, Nylabone in dog toys, Cadet in dog treats and chews, Four Paws in waste management and grooming, K&H in heated pet products, Aqueon in aquatics and Farnam in equine to Pennington in wild bird products, grass seed and fertilizer, Ferry-Morse in packet seed and Amdro in controls.

We have a diversified portfolio of brands in both segments, many of which are among the leading brands in their respective market categories, ranging from Aqueon in aquatics, Cadet in dog treats and chews, Farnam in equine, Four Paws in waste management and grooming, K&H in heated pet products, Kaytee in pet bird and small animal, and Nylabone in dog toys and treats to Amdro in controls, Ferry-Morse in packet seed and Pennington in wild bird products, grass seed and fertilizer.

The majority of our brands have been marketed and sold for more than 40 years.

7 unchanged sentences

These acquisitions have successfully expanded the breadth of our pet and garden portfolios.

Most recently, in early November 2023, we acquired TDBBS, LLC, a provider of premium natural dog chews and treats.

The addition of TDBBS will expand our portfolio with bully and collagen sticks, bones and jerky, add scale to our dog and cat business and enhance our eCommerce and digital capabilities.

Most recently, in November 2023, we acquired TDBBS, a provider of premium natural dog chews and treats.

The addition of TDBBS expanded our portfolio with bully and collagen sticks, bones and jerky, added scale to our dog and cat business and enhance our eCommerce and digital capabilities.

We are a patient and disciplined value buyer, typically focused on opportunities that build scale in our core pet and garden categories or in priority adjacencies, with a recent emphasis on those that enhance key capabilities, for example in digital and eCommerce.

2 unchanged sentences

We have been successful in growing our acquisitions organically after acquiring them into our portfolio.

We continually review our businesses to ensure they meet expectations and have implemented strategies to reverse sub-par performance when necessary.

We continually review our businesses to ensure they meet expectations and have implemented strategies to reverse sub-par performance or take other appropriate action when necessary.

Strong Relationships with Retailers

3 unchanged sentences

Independent retailers value our high level of customer service and broad array of premium branded products.

We believe these strengths have assisted us in becoming one of the largest pet supplies vendors to Costco, Walmart and Petco, among the largest lawn and garden consumables vendors to Home Depot, Walmart and Lowe’s, in the food, drug and mass merchandise channels, and a leading supplier to independent pet retailers in the United States.

In fiscal 2023, Bell Nursery was named Outdoor Garden Partner of the Year by the Home Depot after having been awarded the Home Depot Environmental Partner of the Year in fiscal 2022, recognizing Bell Nursery’s commitment to sustainability.

In fiscal 2022, Petco recognized Central as the Companion Animal Vendor of the Year, and Pet Supplies Plus acknowledged one of our leaders with the prestigious Lifetime Achievement Award at their annual Suppliers Awards meeting.

Our pet distribution business was awarded the 2022 Distributor of the Year Award by Petsense by Tractor Supply.

Walmart, our largest customer, represented approximately 16% of our total company net sales in fiscal 2023 and 17% in fiscal 2022.

Home Depot, our second largest customer, represented approximately 16% of our total company net sales in both fiscal 2023 and 2022.

Lowe's, Costco and Petco are also significant customers, and together with Walmart and Home Depot, they accounted for approximately 52% of our net sales in fiscal 2023 and and 51% in fiscal 2022.

We believe these strengths have assisted us in becoming one of the largest pet supplies vendors to Costco, Amazon and Walmart, and a leading supplier to independent pet retailers in the United States and among the largest lawn and garden consumables vendors to Home Depot, Walmart and Lowe’s.

In addition, we are a leading pet and lawn and garden supplier for the food, drug and mass merchandise channels.

Home Depot, our largest customer, represented approximately 17% of our total company net sales in fiscal 2024 and 16% in fiscal 2023.

Walmart, our second largest customer, represented approximately 16% of our total net sales in fiscal 2024 and 16% in fiscal 2023.

Costco, Lowe's and Amazon are also significant customers, and together with Home Depot and Walmart, they accounted for approximately 54% of our net sales in fiscal 2024 and 52% in fiscal 2023.

Leading Manufacturing, Sales and Distribution Network

2 unchanged sentences

We are a leading supplier to independent specialty retailers for the pet supplies market and to select national retailers for the lawn and garden consumables market.

Our sales and distribution facilities are strategically placed across the United States to allow us to service both our mass market customers, as well as independent pet specialty retail stores, serving traditional brick-and-mortar but increasingly also omnichannel and pure-play retailers selling only through the internet.

omnichannel and pure-play retailers selling only through the internet.

In addition, we operate facilities in China, Canada, the United Kingdom and Mexico.

14 unchanged sentences

The pet supplies segment includes:

dog and cat treats and chews, toys, pet beds and containment, grooming products, waste management and training pads;

supplies for aquatics, small animals, reptiles and pet birds including toys, cages and habitats, bedding, food and supplements;

dog and cat treats and chews, toys, beds and containment, grooming products, waste management and training pads;

supplies for aquatics, small animals, reptiles and pet birds including toys, enclosures and habitats, bedding, food and supplements;

products for equine and livestock, animal and household health and insect control products;

7 unchanged sentences

The pet food and supplies industry retail channel is composed of a wide range of retailers, from national chains like Petco and PetSmart to approximately 5,900 independent/non-chain pet stores in addition to mass-market, farm & feed stores, online and other retailers.

In the last decade, independent pet stores have suffered not only from growing online competition, but also competition from mass-market retailers expanding their pet offerings with services and private label products.

Following a surge in online ordering for at-home delivery or curbside pickup during the pandemic, eCommerce growth has somewhat moderated today but continues to outpace brick-and-mortar.

To counter the success of online retailers, brick-and-mortar based retailers are continuing to add veterinary and non-medical services to their offerings, such as grooming, boarding, and training, attempting to drive in-store traffic and increase profitability.

Pure play online players have grown to be an increasingly significant share of pet retail, by capitalizing on the shift to omni shopping driven by the pandemic.

Continued growth is expected to come from digitally-savvy, native eCommerce shoppers aging into prime pet ownership years and projected to spend significantly more than previous generations.

Traditional mass-market and pet specialty brick & mortar have ramped up their eCommerce and omnichannel capabilities in the last five years to remain competitive and minimize attrition.

Independent pet stores continue to suffer from the expanded competition in offerings and capabilities from online, mass-market, and pet chain retailers.

Long-Term Pet Industry Characteristics

During the Covid-19 pandemic, the pet supplies market benefited from the addition of millions of pets, the heightened focus on wellness among pet owners, the rush of online shopping and adaptability of consumers, marketers, retailers and service providers to meet every pet's healthcare needs.

Long term, we believe the U.S.

pet supplies market will continue to grow due to favorable trends tracking within the pet industry, including demographics, health and wellness, humanization and premiumization.

For the first time, pet ownership is split equally between younger generations (Gen Z and Millennials) and older generations (Gen X and Baby Boomers), with the younger generations spending more on their pet in the past year.

pet supplies market will continue to grow due to favorable trends tracking within the pet industry, including the demographics shift to younger shoppers, humanization and premiumization, and health and wellness.

Pet ownership is now split equally between younger generations (Gen Z and Millennials) and older generations (Gen X and Baby Boomers), with the younger generations spending more on their pet in the past year.

A 2024 Packaged Facts survey found that across generations, the majority of pet owners depend on their pets intensely for companionship, affection, fun and mental and physical health benefits.

The same survey found that approximately 95% of U.S.

pet owners view their pet as family, and pets are interwoven into the lifestyles and daily routines of pet parents.

Moreover, the majority of pet owners agree that they look for products to improve their pet's health and well-being.

pet owners view their pet as family.

Moreover, younger adults see pets as companions and a precursor to

parenthood, and pets are interwoven into all aspects of life.

This motivates the majority of pet owners to look for products that promote overall health and well-being.

Branded Pet Products

Our principal pet supplies categories are dog and cat supplies, dog treats and chews;

Our principal pet supplies categories are dog and cat supplies, treats and chews;

aquatics and reptile supplies, small animal and pet bird supplies, animal health products as well as live fish and small animals.

Our Nylabone brand is one of the leading brands in dog toys and treats, Kaytee in pet birds and small animal, Farnam in equine, Aqueon in aquatics and Comfort Zone in cat calming.

Among our leading brands are:

Nylabone in dog toys and treats, Kaytee in pet birds and small animal, Farnam in equine, C&S in suet, Aqueon in aquatics and Comfort Zone in cat calming.

In addition, we operate our Arden Companies ® outdoor cushion business in the Pet segment due to synergies in sourcing, manufacturing and innovation with our pet bed business.

We continuously seek to introduce new products, both as complementary extensions of existing product lines and in new product categories.

In fiscal 2024, Nylabone extended its Gourmet Style line with new shapes and flavors.

Cadet announced an all new line of rawhide alternatives and added new flavors to it premium treats.

Paw Love debuted a new line of natural dog chews called Simply Smoked.

In fiscal 2023, our Nylabone brand launched a new collection of play toys for imaginative fun as well as four new product lines that include a variety of chew toys and chew treats.

4 unchanged sentences

And our Cadet brand introduced a unique line of all-natural, highly palatable, and digestible long-lasting chews called Bully Hide.

In fiscal 2022, we launched Nylabone Gourmet Style chew toys, which are uniquely crafted with enticing gourmet treats, and an exciting combination of flavor bits roasted throughout.

Over the last two years, many of our pet products have won industry awards.

In fiscal 2023, our Nylabone brand was selected as a finalist in the 2022 Pet Product News Editors’ Choice Awards for its Gourmet Style chew toys.

Aqueon won “Health Focused Product of the Year” and “Waste Innovation of the Year” in the 2023 Pet Innovation Awards in addition to “Runner Up” at the SuperZoo New Product Showcase.

In fiscal 2022, Field + Forest™ by Kaytee Hay Bale was selected as an Editor’s Choice Winner by Pet Product News, Nylabone won Chew Toy Product of the Year award, Kaytee NutriSoft™ was selected as winner of the Bird Food Product of the Year award, and Vetrolin ® Ba th was selected as winner of the Shampoo Product of the Year award in the 2022 Pet Independent Innovation Awards.

At SuperZoo 2022, Aqueon S tick’ems™ and Zilla Rapid Sense™ Décor wo n first place in the New Product Showcase award in the Aquatics and Herptile category.

Our dog and cat category, featuring brands such as Cadet, Four Paws, Healthy Edibles ® , K&H, Mikki, Nylabone, Nubz ® , NutriDent ® among others, is an industry leader in manufacturing and marketing premium edible and non-edible chews, interactive toys, grooming supplies and pet beds, pet containment, training and waste management solutions.

In fiscal 2023, Nylabone was selected as a finalist in the 2022 Pet Product News Editors’ Choice Awards for its Gourmet Style chew toys.

We are an industry leader in premium edible and non-edible chews, supplements, interactive toys, grooming supplies, beds and containment, training and waste management solutions featuring the brands Best Bully Sticks, Cadet, Four Paws, Healthy Edibles ® , K&H, Healthy Promise TM , Nylabone, Nubz ® , and Paw Love ® among others.

Small Animal and Bird Supplies.

We are a leading manufacturer of supplies and pet food for small animals, pet birds and wild birds.

We offer a full range of products including species specific diets, treats, habitats, bedding, hay and toys under brands such as Kaytee, Critter Trail, C&S Products ® , and Field+Forest by Kaytee.

Many of our branded wild bird mixes are treated with a proprietary blend of vitamins and minerals.

We are a leading manufacturer of supplies and food for small animals, pet birds and wild birds.

We offer a full range of products including species specific diets, treats, habitats, bedding, hay and toys under the Kaytee brand.

Our Kaytee small animal and pet bird food mixes are fortified with a proprietary blend of vitamins and minerals.

We also offer a complete portfolio of Kaytee wild bird food and C&S suet products for backyard birding.

Our brands are some of the most widely recognized and trusted brands for birds and small animals.

9 unchanged sentences

Aquatics and Reptile Supplies.

We are a leading supplier of aquariums and terrariums as well as related fixtures and stands, water conditioners and supplements, water pumps and filters, sophisticated lighting systems and accessories featuring the brands Aqueon, Blagdon ® , Coralife ® , Interpet ® and Zilla.

We are a leading manufacturer of aquariums and terrariums as well as related fixtures and stands, water conditioners and supplements, water pumps and filters, sophisticated lighting systems and accessories under the brands Aqueon, Blagdon ® , Coralife ® , Interpet ® and Zilla.

Live Fish and Small Animals .

4 unchanged sentences

Pet Sales and Distribution Network

Our domestic sales and distribution network exists to promote both our proprietary brands and third-party brands.

Our domestic sales and distribution network promotes both our proprietary brands and third-party brands.

It provides value-added service to over 10,000 retailers, many of which are independent specialty stores with fewer than 10 locations, and over 6,000 veterinary offices.

This includes acquisition and maintenance of premium shelf placement, prompt product replenishment, customization of retailer programs, quick response to changing customer and retailer preferences, rapid deployment and feedback for new products and immediate exposure for acquired brands.

The combination of brands in the network that are supplied in single shipments enables our independent customers to work with us on a cost-effective basis to meet their pet supplies requirements.

The combination of brands in the network that are supplied in single shipments enables our independent customers to collaborate with us on a cost-effective basis to meet their pet supplies requirements.

We also operate a sales and logistics facility in the United Kingdom.

Pet Sales and Marketing

Our sales strategy is multi-tiered and designed to capture maximum market share with retailers.

Our sales strategy is multi-tiered and designed to maximize market share with retailers.

Our customers include retailers, such as club, regional and national specialty pet stores, independent pet retailers, food, drug and mass stores, as well as the eCommerce channel.

We also serve the professional market with insect control and health and wellness products for use by veterinarians, municipalities, farmers and equine product suppliers.

Costco Wholesale accounted for approximately 13% of our Pet segment's net sales in fiscal 2023, and 11% in fiscal 2022.

Walmart, Petco, Amazon and Kroger are also significant customers.

Costco accounted for approximately 14% of our Pet segment's net sales in fiscal 2024, and 13% in fiscal 2023.

Amazon, Walmart, Petco and Kroger are also significant customers.

To optimize our product placement and visibility in retail stores, our focused sales resources are segmented as follows:

8 unchanged sentences

We continue to invest in talent, innovation, brand building, digital capabilities and eCommerce as these play a critical role in our ambition to lead in the pet segment.

Over the last two years we have received a number of awards for marketing.

For example, in fiscal 2022, Kaytee won two packaging design awards from Graphic Design USA for Kaytee NutriSoft and Field + Forest by Kaytee.

In fiscal 2024, Farnam partnered with country music trio The Castellows to debut the brands' new logo to be used across all point of sale and marketing, including a new Amazon storefront.

At the 2024 Global Pet Expo, D&D Commodities took third place in best in show for its Wild Delight Squirrel Away Zero-Waste bird feed and our Reptifauna bioactive plants won second place in the Reptile best in show category.

Barkworthies' new floor display won first place in the point of purchase category at SuperZoo.

Pet Competition

1 unchanged sentence

Our branded pet products compete against national and regional branded products and private label products produced by various suppliers.

Our largest competitors in the product categories we participate in are Mars, Inc., Spectrum Brands and the J.M.

Our largest competitors in the product categories in which we participate are Mars, Inc., Spectrum Brands and the J.M.

The Pet segment competes primarily on the basis of brand recognition, innovation, upscale packaging, quality and service.

3 unchanged sentences

We are a leader in the consumer lawn and garden consumables market in the United States and offer both premium and value-oriented branded products.

We also produce numerous private label brands.

In addition, our Garden segment operates a manufacturing, sales and distribution network that strategically supports our brands with select national retailers.

We also produce numerous private label products for key customers.

In addition, our Garden segment operates a sales and distribution network that strategically supports our brands.

Garden Industry Background

The garden industry includes consumables such as grass and other seeds, fertilizer, controls, live goods, wild bird products as well as soil and mulch, and durables such as landscaping and decorative products including pottery, outdoor furniture, water features, lighting, arches and trellises.

The garden industry includes consumables such as grass and other seeds, fertilizer, controls, live plants, wild bird products as well as soil and mulch, and durables such as landscaping and decorative products including pottery, outdoor furniture, water features, lighting, arches and trellises.

The total lawn and garden consumables industry in the United States is estimated by Packaged Facts, the Freedonia Group, Numerator and internal estimates to be approximately $31 billion in annual retail sales in 2024, including grass and other seeds, fertilizer, controls, live goods, wild bird products as well as soil and mulch.

3 unchanged sentences

Long-Term Garden Industry Characteristics

Building off of trends that grew in prominence during the COVID-19 pandemic – including a surge in garden activity, increased use of outdoor spaces for entertainment, staycation and do-it-yourself lawn maintenance – the Freedonia Group expects the industry sales for 2023 to remain above 2019 pre-pandemic levels.

Gardening and outdoor recreation continue to be popular among many consumers and lifestyle changes and shifts in demographics are creating new opportunities in gardening.

Transitioning from COVID highs to a new normal level, the lawn and garden industry has experienced volatility driven by supply chain challenges, unpredictable weather patterns, and retailer destocking initiatives.

Based on estimates of Freedonia Group, we expect the

industry sales for 2024 to remain above 2019 pre-pandemic levels.

Gardening, lawn care, and outdoor recreation continue to be popular among many consumers.

Lifestyle changes and shifts in demographics are creating new opportunities in gardening, including convenience through easy-to-use products and smaller package sizes, premiumization, customization, urbanization, and sustainability as well as transforming large grass spaces into planned gardens intended to be easier to maintain.

Millennials and Gen Z’s have high engagement and participation in gardening and house plant ownership.

Interest in outdoor living is particularly high among millennials, the nation's largest group of gardeners.

Representing 29% of all gardeners, millennials are increasingly interested in gardening as a leisure pursuit.

We believe this trend bodes well for live plants, pot and planters and garden consumables.

According to the Freedonia Group, 55% of people who grow plants, refer to their plants as “babies” or have called themselves a “plant parent”.

Gardeners who use this term are more likely to spend more money on their “plant babies” by investing in more attractive pots or planters, looking for unique plant varieties, or buying specialty tools or high-end consumables to care for them.

Branded Lawn and Garden Products

Our principal lawn and garden consumables product lines are grass seed, wild bird products, lawn and garden care products including fertilizers, insect control products, live plants and packet seed.

Our principal lawn and garden consumables product lines are grass seed, wild bird products, lawn and garden care products including fertilizers, insect control products, live plants and packet seed to help consumers grow their lawns greener and gardens bloom bigger.

Our Pennington brand is one of the largest in grass seed, wild bird feed and birding accessories.

Ferry-Morse is a leader in vegetable, herb and flower packet seed, and our Amdro brand is a leading portfolio of control products.

We continuously seek to introduce new products, both as complementary extensions of existing product lines and in new product categories.

In fiscal 2023, our Ferry-Morse brand introduced more than 40 different Plantlings™ Garden Starter Kits, curated bundles of Plantlings that complement each other and take the guesswork out of planning and buying.

In fiscal 2022, we launched Pennington Smart Patch lawn products, ideal for patching bare lawn spots and thinning areas.

We are a leading marketer, producer and distributor of numerous varieties and mixtures of cool and warm season grass seed for both the residential and professional markets, as well as forage and wildlife seed mixtures.

We continuously introduce new products, both as complementary extensions of existing product lines and in new product categories.

In fiscal 2024, Ferry-Morse introduced its Colossal Seed collection that will grow vegetables at least double the average size and expanded the line of organic seeds, which now features more than 100 organic vegetables, fruit and herb see varieties.

In fiscal 2023,Ferry-Morse introduced more than 40 different Plantlings™ Garden Starter Kits, curated bundles of Plantlings that complement each other and take the guesswork out of planning and buying.

We are a leading manufacturer of numerous varieties and mixtures of cool and warm season grass seed for both the residential and professional markets, as well as forage and wildlife seed mixtures.

We sell these products under the Pennington brand along with several sub-brands including Lawn Booster, One Step Complete ® , Rackmaster ® , Slopemaster ® , Smart Seed, Smart Patch, The Rebels ® and other brand names.

1 unchanged sentence

The Pennington grass seed manufacturing facilities are some of the largest and most modern seed coating and conditioning facilities in the industry.

We are the leading producer, marketer and distributor of wild bird feed, bird feeders, bird houses and other birding accessories.

We are the leading producer of wild bird feed.

These products are sold under the Pennington, 3-D ® Pet Products and Wild Delight ® brands.

1 unchanged sentence

For example, our Pennington brand feed mixes are enriched with Bird-Kote ® , our exclusive process which literally seals each seed with a nutritious coating containing vitamins and minerals that are beneficial to the health of wild birds.

We also manufacture bird feeders, bird houses and other birding accessories.

Fertilizer and Controls.

We are a leading producer, marketer and distributor of soil supplements and stimulants.

We manufacture several lines of lawn and garden fertilizers and soil supplements in granular and liquid form under the Alaska ® Fish Fertilizer, Ironite ® , Pennington, Pro Care ® and Superthrive ® brand names and other private and controlled labels.

We also produce, market and distribute lawn and garden weed, moss, insect and pest control products.

We are a leading manufacturer of soil supplements and stimulants.

We produce several lines of lawn and garden fertilizers and soil supplements in granular and liquid form under the Alaska ® Fish Fertilizer, Ironite ® , Pennington, Pro Care ® and Superthrive ® brand names and other private and controlled labels.

We also manufacture lawn and garden weed, moss, insect and pest control products.

We sell these products under brands such as Amdro, Corry’s ® , Daconil ® , IMAGE ® , Knockout™, Lilly Miller ® , Moss Out ® , Over-N-Out ® , Rootboost™ and Sevin, as well as other private and controlled labels.

With Bell Nursery and Hopewell Nursery, we are the primary supplier of superior quality flowers, trees, shrubs and other plants to Home Depot in the Northeast and mid-Atlantic regions, producing and shipping tens of millions of annuals and perennials each year, also offering items we do not grow, such as orchids and indoor plants.

With Bell Nursery, we are the primary supplier of superior quality flowers, trees, shrubs and other plants to Home Depot in the Northeast and mid-Atlantic regions, producing and shipping tens of millions of annuals, perennials and indoor plants each year, also offering items we do not grow, such as orchids.

We are a leading provider of vegetable, herb and flower packet seeds and seed starters.

1 unchanged sentence

Garden Sales and Distribution Network

Our sales and distribution network exists primarily to promote our proprietary brands and provides us with key access to select national retail chains for our branded products, acquisition and maintenance of premium shelf placement, prompt product replenishment, customization of retailer programs, quick responses to changing customer and retailer preferences, rapid deployment and feedback for new products, market intelligence and potential acquisition targets.

Our sales and distribution network promotes our proprietary brands and provides us with key access to select national retail chains for our branded products, acquisition and maintenance of premium shelf placement, prompt product replenishment, customization of retailer programs, quick responses to changing customer and retailer preferences, rapid deployment and feedback for new products, market intelligence and potential acquisition targets.

The network also sells other manufacturers’ brands of lawn and garden supplies and combines these products with our branded products into single shipments enabling select national retail chains to deal with us on a cost-effective basis to meet their lawn and garden supplies requirements.

2 unchanged sentences

The marketing strategy for our value products is focused on promotion of the quality and efficacy of our value brands at a lower cost relative to premium brands.

In 2024, we refreshed our Amdro brand with new eye-catching packaging graphics and optimized product claims that are simple and relevant to consumers.

Our customers include retailers, such as home improvement centers, food, drug and mass merchants, and professional end users.

Sales to Home Depot represented approximately 38% and 35%, sales to Walmart represented approximately 27% and 24% and sales to Lowe’s represented approximately 15% and 14% of our Garden segment’s net sales in fiscal 2024 and 2023, respectively.

To maximize our product placement and visibility in retail stores, we market our products through the following four complementary strategies:

• dedicated sales forces represent our combined brand groups;

To maximize our product placement and visibility in retail stores, we market our products through

• dedicated sales forces representing our combined brand groups;

• a retail sales and logistics network, which provides in-store training and merchandising for our customers, especially during the prime spring and summer seasons;

1 unchanged sentence

• selected independent distributors who sell our brands.

We continue to invest in talent, digital capabilities and eCommerce as these play a critical role in our ambition to lead in the Garden segment.

We continue to invest in talent, digital capabilities and eCommerce as these play a critical role in our ambition to grow our business and lead in the Garden segment.

Garden Competition

11 unchanged sentences

Sources and Availability of Raw Materials

We purchase most of our raw materials from multiple suppliers.

We obtain one of the raw materials used to manufacture (S)-Methoprene from a single source of supply.

We purchase most of our raw materials from multiple suppliers but obtain one of the raw materials used to manufacture (S)-Methoprene from a single source of supply.

We maintain an inventory of this raw material (in addition to our (S)-Methoprene inventory) to reduce the possibility of interruption in the availability of (S)-Methoprene, since a prolonged delay in obtaining (S)-Methoprene or this raw material could result in a temporary delay in product shipments and have an adverse effect on our Pet segment’s financial results.

The key ingredients in our fertilizer and insect and weed control products are commodity and specialty chemicals, including urea, potash, phosphates, herbicides, insecticides and fungicides.

The prices of these raw materials are susceptible to fluctuations due to supply and demand trends, inflation, and government regulations.

We continuously monitor and evaluate our supplier network for quality, cost, and manufacturing capacity.

The principal raw materials required for our bird feed are bulk commodity grains, including millet, milo and sunflower seeds, which are generally purchased from large national commodity companies and local grain cooperatives.

9 unchanged sentences

Human Capital Management

We believe one of the reasons Central employees are part of our organization is because they are passionate about the pet and garden industries.

Every Central Team member and every job is important to our success and helping us to achieve our purpose.

5 unchanged sentences

We believe that attracting, developing and retaining a diverse and inclusive workforce is important to our continued success.

Women serve in several senior leadership roles, holding 39% of leadership positions (defined as Managers, Directors and Senior leaders (Vice President and above), including Interim Chief Executive Officer, General Counsel and Secretary, Senior Vice President Supply Chain, Senior Vice President Pet Consumer Marketing, Vice President Digital Marketing & Commerce, Vice President Investor Relations & Corporate Sustainability, Vice President Real Estate, President & General Manager Segrest, General Manager Health & Wellness and Vice President Pet Sales.

Women represent 40% of our non-seasonal employees, and one of our key priorities is to amplify opportunities for women.

Women serve in several senior leadership roles, holding 33% of leadership positions (defined as Managers, Directors and Senior leaders (Vice President and above), including our General Counsel & Secretary, Interim Senior Vice President of Human Resources, Senior Vice President Pet Consumer Marketing, Vice President Digital Marketing & Commerce, Vice President Investor Relations & Corporate Sustainability, Vice President Risk Management and Real Estate, Vice President Tax, Vice President eCommerce Sales, President Segrest, General Manager Health & Wellness and Vice President Pet Sales.

We recognize that financial stability is a critical component to our employees’ well-being.

1 unchanged sentence

In addition, we provide a discretionary annual 401k employer contribution and a bonus program for eligible employees, which is based on the success of our businesses as measured by designated performance metrics and individual performance contributions.

Another component of our overall compensation program is long-term equity, which is offered through annual and individual grants.

Another component of our overall compensation program is long-term equity, which is offered to eligible employees through annual and individual grants.

We use such long-term equity grants as a means of attracting and retaining key employees to reward performance and to give these employees a vested interest in the success of the Company.

1 unchanged sentence

Developing our employees so that they can assume key roles within Central is an important strategic priority for us.

We offer a variety of programs and resources to train and enhance the skill set of our workforce, including a mentoring program and subsidizing college and advanced degrees for eligible employees.

We offer a variety of programs and resources to train and enhance the skill set of our workforce, including a robust online learning platform with a wide variety of course offerings, a mentoring program and a tuition reimbursement program that subsidizes college and advanced degrees for eligible employees.

We also engage in regular discussions around succession planning and talent development at all levels of the Company.

Our Board has frequent contact with business leaders within the organization and participates actively in the succession planning process.

Our Chief People Officer reports directly to the Interim Chief Executive Officer and works with management to evaluate internal talent for future leadership positions within the organization on an ongoing basis.

Our Interim Senior Vice President of Human Resources reports directly to the Chief Executive Officer and works with management to evaluate internal talent for future leadership positions within the organization on an ongoing basis.

In evaluating potential acquisitions, an important consideration is the quality of the management team of the target company and our ability to obtain sufficient assurance that such management will remain with Central as needed if and after we acquire the business.

1 unchanged sentence

In the ongoing push for progress, we set new annual safety targets and invest in our operational capabilities.

We have improved our recordable incident rate for four consecutive years and in fiscal 2023, we were able to improve it by 20% compared to fiscal 2022.

While we have improved our recordable incident rate by 10% on average over the last four years, the recordable incident rate was slightly higher in fiscal 2024 compared to the prior year.

Regulatory Considerations

1 unchanged sentence

Such regulations are often complex and are subject to change.

For example, in the United States, all pesticides must be registered with the United States Environmental Protection Agency (“EPA”), in addition to individual state and/or foreign agency registrations before they can be sold.

Fertilizer products are also subject to state Department of Agriculture registration and foreign labeling regulations.

Grass and other seeds are also subject to state, federal and foreign labeling regulations.

For example, in the United States, all pesticides must be registered with the United States Environmental Protection Agency (“EPA”), in addition to individual state registrations before they can be sold.

Fertilizer products are also subject to state Department of Agriculture registration regulations.

Grass and other seeds are also subject to state and federal labeling regulations.

Prior to any international sales, all foreign agency requirements for shipment and labeling must be met.

The Food Quality Protection Act (“FQPA”) establishes a standard for food-use pesticides, which is a reasonable certainty that no harm will result from the cumulative effect of pesticide exposures.

Under this Act, the EPA is evaluating the cumulative risks from dietary and non-dietary exposures to pesticides.

The pesticides in our products, which are also used on foods, are evaluated by the EPA as part of this non-dietary exposure risk assessment.

Any pesticides in our products that are approved to be used on foods are evaluated by the EPA as part of this non-dietary exposure risk assessment.

In addition, the use of certain pesticide and fertilizer products is regulated by various local, state, federal and foreign environmental and public health agencies.

1 unchanged sentence

Various federal, state and local laws, including the federal Food Safety Modernization Act (“FSMA”), also regulate pet food products and give regulatory authorities the power to recall or require re-labeling of products.

Several new FSMA regulations became effective in recent years.

Several new FSMA regulations have become effective in recent years.

Various local, state, federal and foreign environmental laws also impose obligations on various entities to clean up contaminated properties or to pay for the cost of such remediation, often upon parties that did not actually cause the contamination.

1 unchanged sentence

Environmental, Social and Governance

The long-term profitability of our business requires us to do our part to protect the planet, care for the local areas we serve, and provide our Central employees a safe, healthy and rewarding workplace.

The long-term profitability of our business requires us to do our part to protect the planet, care for the local areas we serve, and provide our employees a safe, healthy and rewarding workplace.

Corporate sustainability is embedded throughout our long-term enterprise roadmap and brought to life through our Central Impact strategy.

We demonstrated our commitment to corporate sustainability by publishing our first Central Impact report in fiscal 2022.

This inaugural report provides detailed information on our Central Impact strategy, our focus areas - protecting our planet, cultivating our communities and empowering our employees, and we have set goals in 10 critical areas - energy & greenhouse gases, water, waste, biodiversity, philanthropy, employee volunteering, product stewardship, health & safety, diversity & inclusion, learning & development - and our progress and examples of our commitment in action.

Our 2022-2023 Impact Report provides additional information about our commitment to and progress to protect our planet, cultivate our communities and empower our employees.

The report can be found on our website www.central.com.

In fiscal 2024, Nylabone was accredited by the Pet Sustainability Coalition (PSC) as a sustainably led and measured business that drives positive impact for pets, people, and the planet.

In fiscal 2023, Central was recognized for its efforts in promoting eco-conscious procurement practices by ODP Business Solutions.

3 unchanged sentences

Brown 83 Chairman of the Board

Mary Beth Springer 58 Interim Chief Executive Officer

Niko Lahanas 56 Chief Executive Officer

Hanson 59 President, Pet Consumer Products

Nicholas Lahanas 55 Senior Vice President, Chief Financial Officer

Brad Smith 58 Chief Financial Officer

Walker 66 President, Garden Consumer Products

8 unchanged sentences

in manufacturing, engineering and data processing.

Mary Beth Springer.

Springer became our Interim Chief Executive Officer in October 2020.

She has served on our Board of Directors for the past 10 years and acted as the Lead Independent Director for the last three years.

Springer currently also serves as an

independent director for Amy’s Kitchen, a privately held organic food company.

She spent over 20 years at The Clorox Company in roles of increasing responsibility, finalizing her time with Clorox as Executive Vice President and General Manager.

Nicholas "Niko" Lahanas .

Lahanas became our Chief Executive Officer in September 2024.

He served as Chief Financial officer from May 2017 until September 2024, Senior Vice President of Finance and Chief Financial Officer of our Pet segment from April 2014 to May 2017, and Vice President of Corporate Financial Planning & Analysis from October 2011 to March 2014.

Lahanas was the Director of Business Performance from March 2008 to October 2011, where his primary focus was on business unit profitability, and was a Finance Manager from October 2006 to March 2008 in our Garden segment.

Prior to joining Central, he worked in private equity and investment banking for over eight years.

Hanson became our President of Pet Consumer Products in August 2019 after serving as a board member during portions of 2018 and 2019.

1 unchanged sentence

Beginning in 2013, Mr.

Hanson consulted for consumer products companies in the areas of strategy, operations and mergers and acquisitions.

Hanson consulted for consumer products companies in the areas of strategy, operations, mergers, and acquisitions.

Prior to that, he had over 16 years of experience at ConAgra, where he served in a variety of senior-level roles including President of its Frozen Foods Division from 2008 to 2012 and Senior Vice President in Sales from 2006 to 2008.

Nicholas "Niko" Lahanas .

Lahanas became our Chief Financial Officer in May 2017.

He served as Senior Vice President of Finance and Chief Financial Officer of our Pet segment from April 2014 to May 2017 and Vice President of Corporate Financial Planning & Analysis from October 2011 to March 2014.

Prior to joining Central, he worked in private equity and investment banking.

Bradley "Brad" Smith .

Smith became our Chief Financial Officer in September 2024.

He joined Central in 2017 as Chief Financial Officer of our Pet Segment.

Before joining Central, Mr.

Smith worked at the Delhaize Group (now Ahold Delhaize), where he served 12 years in finance roles of increasing responsibility, including Chief Financial Officer of their European operations.

Prior to Delhaize Group, he spent 11 years at Arthur Andersen.

Walker became our President of Garden Consumer Products in 2017 and has responsibility for Central's branded garden business including sales, marketing operations, the controls and fertilizer, grass seed and vendor partner business units, as well as the retail sales & service team.

5 unchanged sentences

From 2018-2022, she served as General Counsel & Secretary for Ferrara Candy Company where she oversaw all legal and compliance matters for the company.

From 2002 to 2018, Ms.

From 2002 to 2018,

McCarthy held several key legal roles at Colgate-Palmolive Company, including four years as General Counsel of Hill’s Pet Nutrition, Inc., Colgate’s global pet food division.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business