STOCK TITAN
  1. Home
  2. Sec-filings
  3. SMG
  4. [Form 4] SCOTTS MIRACLE-GRO CO Insider Trading Activity

Scotts Miracle-Gro (SMG) Form 4 — Baxter Discloses Direct and Indirect Holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nathan Eric Baxter, President and COO and a director of Scotts Miracle-Gro Company (SMG), filed a Form 4 reporting transactions dated 09/05/2025. The filing shows a non-derivative acquisition with codes listed as J and V, a quantity shown as 19.5915 A at a price of $62.5085. Following the reported transactions the filing shows 50,728.1148 (listed with a “D” in the form) as the amount of securities beneficially owned, and separately discloses 36,993 held indirectly through Hagedorn Partnership, L.P. The form includes an explanatory note that the reporting person may be deemed to beneficially own Partnership-held shares under Rule 16a-1(a)(1). The Form 4 is signed by an attorney-in-fact on 09/30/2025.

Positive

  • Insider acquisition disclosed, indicating purchase activity by a senior executive at a reported price of $62.5085
  • Direct and indirect holdings explicitly disclosed, including attribution through Hagedorn Partnership, L.P., which improves transparency

Negative

  • Ambiguity in reported quantity format (e.g., "19.5915 A" and "50,728.1148 D") may require clarification for precise share counts
  • Form does not state whether the acquisition is part of a program (e.g., Rule 10b5-1) or the economic rationale for the purchase

Insights

TL;DR: Insider reported a small non-derivative acquisition and disclosed indirect holdings via a family partnership; no earnings or debt items reported.

The filing documents an individual officer/director transaction on 09/05/2025 showing a non-derivative purchase entry with codes "J" and "V", an indicated quantity of "19.5915 A" at $62.5085, and post-transaction beneficial ownership figures of 50,728.1148 and 36,993 held indirectly through Hagedorn Partnership, L.P. The explanatory footnote cites Rule 16a-1(a)(1) to explain deemed beneficial ownership via the partnership. From an investor-disclosure perspective, this is a routine Section 16 filing documenting insider activity and ownership structure; it does not by itself disclose operational or financial performance impacts.

TL;DR: Governance disclosure is standard: insider purchase and partnership attribution are disclosed; no governance red flags visible.

The Form 4 identifies Nathan E. Baxter as President and COO and as a director, and properly reports both direct transaction details and indirect holdings through Hagedorn Partnership, L.P. The explanatory note clarifies the basis for attributing partnership-held shares to the reporting person. The form is signed via attorney-in-fact and contains required elements for Section 16 reporting. There is no information here indicating a change in control, related-party transaction beyond the permitted partnership disclosure, or other governance concerns.

Insider Baxter Nathan Eric
Role President and COO
Type Security Shares Price Value
Other Common Shares 19.592 $62.5085 $1K
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 50,728.115 shares (Direct); Common Shares — 36,993 shares (Indirect, HPLP)
Footnotes (1)
  1. [object Object]
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Baxter Nathan Eric
(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)
Director X 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025
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
Common Shares 09/05/2025 J V 19.5915 A $62.5085 50,728.1148 D
Common Shares 36,993 I HPLP(1)
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
Explanation of Responses:
1. Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed, solely for purposes of determining whether he is a beneficial owner of more than 10% of the common shares of the Issuer ("Common Shares"), to be the beneficial owner of the securities of the Issuer that are held by Hagedorn Partnership, L.P., a Delaware limited partnership in which the reporting person is a general partner (the "Partnership"). Represents the aggregate proportionate interest of the reporting person and those family members in whose holdings he may be deemed to have a pecuniary interest, in Common Shares held by the Partnership.
Remarks:
/s/ Kathy L. Uttley as attorney-in-fact for Nathan E. Baxter 09/30/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Nathan E. Baxter report on the Form 4 for SMG?

The Form 4 reports a non-derivative acquisition dated 09/05/2025 with an indicated quantity of 19.5915 A at a price of $62.5085.

How many Scotts Miracle-Gro (SMG) shares does Baxter report beneficially owning after the transaction?

The filing shows 50,728.1148 as the amount of securities beneficially owned following the reported transactions and separately discloses 36,993 held indirectly through Hagedorn Partnership, L.P.

What is the nature of the indirect ownership disclosed on the Form 4?

The filing states the indirect ownership is through Hagedorn Partnership, L.P. and cites Exchange Act Rule 16a-1(a)(1) as the basis for deemed beneficial ownership attribution.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Kathy L. Uttley as attorney-in-fact for Nathan E. Baxter on 09/30/2025.

Does the Form 4 disclose any derivative securities or option exercises?

No derivative securities or option exercises are reported in Table II; the filing only shows non-derivative security activity in Table I.