SMG Form 144: 56,633 Shares Proposed Sale Valued $3.59M

The Scotts Miracle-Gro Company (SMG) filed a Form 144 reporting a proposed sale of common stock.

Accepted by SEC EDGAR 09/05/2025 - 04:12 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company (SMG) filed a Form 144 reporting a proposed sale of common stock. The notice lists 56,633 shares to be sold through Merrill on 09/05/2025 with an aggregate market value of $3,586,987. The filing shows these shares were originally acquired on 06/16/1995 as a partnership contribution from Community Fund & General Partnership and paid in stock. It also discloses a sale during the past three months: the Hagedorn Partnership sold 70,000 shares on 08/04/2025 for $4,321,000. The filing includes the seller's representation that they possess no undisclosed material adverse information about the issuer.

Positive

• Disclosure completeness: The Form 144 provides broker details, sale date, share counts, and aggregate values
• Acquisition history provided: Original acquisition date (06/16/1995) and nature (partnership contribution) are disclosed

Negative

• Recent selling activity: A 70,000-share sale on 08/04/2025 for $4,321,000 indicates ongoing dispositions by related parties
• Planned sale size: 56,633 shares valued at $3,586,987 will be sold on 09/05/2025 (may affect short-term float)

Insights

Securities Analyst

TL;DR: Routine insider notice showing a modest planned sale and a recent 70,000-share sale; appears informational, not clearly material.

The Form 144 documents an intended sale of 56,633 common shares valued at $3.587 million, representing about 0.098% of the stated 57,738,577 shares outstanding. The filing also records a prior sale of 70,000 shares on 08/04/2025 for $4.321 million. From a trading-impact perspective, these sizes are small relative to the total share count and likely to be routine monetization by a holder whose position dates to 1995. The notice meets disclosure requirements and includes the standard attestation regarding material nonpublic information.

Corporate Governance Expert

TL;DR: Compliance-focused Form 144 that documents insider selling and acquisition history without raising clear governance red flags.

The filing provides acquisition provenance (partnership contribution in 1995) and details of broker, timing, and proceeds for recent sales, which supports transparency for shareholders and regulators. The seller’s representation that no undisclosed material adverse information exists is included, as required. There is evidence of prior disposition activity in August 2025, which governance reviewers will log but which does not, by itself, indicate noncompliance or material governance concerns based on the disclosed facts alone.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does SMG's Form 144 report about the proposed sale?

The Form 144 reports a proposed sale of 56,633 common shares through Merrill on 09/05/2025 with an aggregate market value of $3,586,987.

When and how were the shares to be sold acquired?

The shares were acquired on 06/16/1995 as a partnership contribution from Community Fund & General Partnership; payment was in stock.

Has there been recent selling by related parties for SMG?

Yes. The filing discloses that Hagedorn Partnership sold 70,000 shares on 08/04/2025 for $4,321,000.

What broker is handling the planned sale?

The planned sale is listed to be executed through Merrill at the address provided in the filing.

Does the filer state they have undisclosed material information?

The filer signed a representation declaring they do not know any material adverse information about the issuer that has not been publicly disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0000945527
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	SCOTTS MIRACLE-GRO CO
SEC File Number	001-11593
Address of Issuer	14111 SCOTTSLAWN ROAD MARYSVILLE OHIO 43041
Phone	9376440011
Name of Person for Whose Account the Securities are To Be Sold	Hagedorn Partnership, L.P.
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	10% Stockholder

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill 8890 Lyra Dr 5th Flrr Columbus OH 43240	56633	3586987.00	57738577	09/05/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
common	06/16/1995	Partnership Contribution	Community Fund & General Partnership			56633	06/16/1995	Stock

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Hagedorn Partnership 14111 Scottslawn MArysville OH 43041	Common	08/04/2025	70000	4321000.00

144: Remarks and Signature

Remarks
Date of Notice	09/05/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Katherine Littlefield
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)