Scotts Miracle-Gro CEO Baxter gets 23,872-share grant

Reported positions include an indirect interest through Hagedorn Partnership, L.P., alongside 102,315 directly held shares.

Available on EDGAR 10/30/2026 - 01:19 PM EDT Accepted by SEC EDGAR 10/30/2026 - 01:18 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Scotts Miracle-Gro Co. (SMG) reports that President and CEO Nathan Eric Baxter, who is also identified as a director and 10% owner, acquired 23,872 common shares through a grant on October 28, 2026. His directly held position following the grant was 102,315 shares. Baxter also reported an indirect interest of 36,993 common shares through Hagedorn Partnership, L.P.; the footnote describes this as the aggregate proportionate interest of Baxter and family members in Partnership-held shares.

Insider Trade Summary

Grant/Award: 23,872 shares

Grant/Award 1 txn

Insider Baxter Nathan Eric

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	23,872	$0.00	$0.00
Holding	Common Shares F1	--	--	--

Holdings After Transaction: Common Shares — 102,314.5948 shares (Direct); Common Shares — 36,993 shares (Indirect, HPLP)

Holdings Before and After: Common Shares, 78,442.5948 to 102,314.5948 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Common shares acquired by grant: 23,872 shares Direct common shares following grant: 102,315 shares Indirect common shares through Hagedorn Partnership, L.P.: 36,993 shares

3 metrics

Common shares acquired by grant 23,872 shares October 28, 2026

Direct common shares following grant 102,315 shares Reported after the October 28, 2026 grant

Indirect common shares through Hagedorn Partnership, L.P. 36,993 shares Reported holding; footnote describes an aggregate proportionate interest

Key Terms

Rule 16a-1(a)(1), beneficial owner, pecuniary interest, general partner

4 terms

Rule 16a-1(a)(1) regulatory

"Pursuant to Exchange Act Rule 16a-1(a)(1)"

beneficial owner regulatory

"beneficial owner of more than 10% of the common shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"may be deemed to have a pecuniary interest"

general partner financial

"in which the reporting person is a general partner"

A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.

FAQ

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

How many SMG shares did CEO Nathan Eric Baxter receive?

Nathan Eric Baxter acquired 23,872 common shares through a grant on October 28, 2026. He was identified as Scotts Miracle-Gro's President and CEO, director and 10% owner, and his resulting directly held position was 102,315 shares.

What are Nathan Eric Baxter's indirect SMG holdings?

The reported indirect interest is 36,993 common shares through Hagedorn Partnership, L.P. The footnote describes this as the aggregate proportionate interest of Baxter and family members in Partnership-held shares, and says he may be deemed a beneficial owner solely for determining whether he exceeds the 10% ownership threshold.

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

Form 4 Insider Transactions: What Each Field Means →

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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).

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^*

Baxter Nathan Eric

(Last) (First) (Middle)

C/O THE SCOTTS MIRACLE-GRO COMPANY

14111 SCOTTSLAWN ROAD

(Street)

MARYSVILLE OHIO 43041

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026

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

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

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

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	10/28/2026		A		23,872	A	$0	102,314.5948	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	10/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)