Scotts (NYSE: SMG) CEO gets 1,329 phantom stock at $62.7

Rhea-AI Filing Summary

Scotts Miracle-Gro Chairman and CEO James Hagedorn received 1,329.114 phantom stock units on January 26, 2026. These units were valued at $62.7 per phantom share and are linked to Scotts Miracle-Gro common shares.

After this award, Hagedorn beneficially owns 233,802.271 phantom stock units directly. Each phantom unit represents the right to receive one common share of the company or its cash value, generally payable in cash after his employment with the company ends.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAGEDORN JAMES

(Last) (First) (Middle)

C/O THE SCOTTS MIRACLE-GRO COMPANY

14111 SCOTTSLAWN ROAD

(Street)

MARYSVILLE OH 43041

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SCOTTS MIRACLE-GRO CO [ SMG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	01/26/2026		A		1,329.114		(2)	(2)	Common Shares	1,329.114	$62.7	233,802.271	D

Explanation of Responses:

1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

2. Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his/her phantom stock into an alternative investment at any time.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for James Hagedorn	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Scotts Miracle-Gro (SMG) report for James Hagedorn in this Form 4?

The filing reports that Chairman and CEO James Hagedorn received 1,329.114 phantom stock units on January 26, 2026. These units are tied to Scotts Miracle-Gro common shares and increase his total phantom stock holdings reported in this document.

How many phantom stock units does James Hagedorn hold after this transaction in SMG?

After the reported transaction, James Hagedorn beneficially owns 233,802.271 phantom stock units directly. Each unit represents the right to receive one Scotts Miracle-Gro common share or its cash value, as described in the filing’s explanatory footnotes.

What is the value per phantom stock unit granted to the SMG CEO?

Each phantom stock unit in this grant is valued at $62.7 per unit. This valuation applies to the 1,329.114 phantom stock units awarded on January 26, 2026, as shown in the derivative securities table of the filing.

What does phantom stock mean in the Scotts Miracle-Gro Form 4 for James Hagedorn?

Each share of phantom stock represents the right to receive one common share of Scotts Miracle-Gro or the cash value of that share. According to the footnotes, these phantom shares are generally settled in cash after Hagedorn’s employment ends.

When are James Hagedorn’s phantom stock units at SMG payable?

The filing states that Hagedorn’s phantom stock units are payable in cash after his employment with Scotts Miracle-Gro ends. It also notes that he may transfer his phantom stock into an alternative investment at any time before that.

Is James Hagedorn’s ownership in this SMG Form 4 direct or indirect?

The Form 4 classifies Hagedorn’s 233,802.271 phantom stock units as held with direct ownership. There is no indication in the provided footnotes that these units are held through a separate entity or that beneficial ownership is disclaimed.