SMG Form 4: James Hagedorn Acquires 41.1015 Shares for $48.66

Rhea-AI Filing Summary

James Hagedorn, Chairman & CEO of Scotts Miracle-Gro Co (SMG), reported a transaction on Form 4 showing an acquisition on 09/30/2025 of 41.1015 common shares at a price of $48.66. Following the reported transaction the filing lists 79,911.6198 shares as directly beneficially owned. The Form 4 also discloses indirect holdings of 29,413.378 shares held through a 401(k) plan and 997,910 shares held by Hagedorn Partnership, L.P., of which the reporting person is a general partner. The filing explains the partnership holdings may cause the reporting person to be deemed a beneficial owner of more than 10% of the issuer's common shares. The form is signed by an attorney-in-fact on behalf of the reporting person with a signature date of 10/03/2025.

Positive

• Insider acquisition disclosed: 41.1015 shares purchased at $48.66
• Detailed ownership disclosure including indirect holdings of 997,910 and 29,413.378 shares

Negative

• None.

Insights

Corporate Governance Expert

Insider purchase and large indirect stake explicitly disclosed.

The filing records an acquisition of 41.1015 shares at $48.66, which is a small, disclosed open-market purchase by the company's Chairman & CEO. The report also documents significant indirect ownership: 997,910 shares via Hagedorn Partnership, L.P. and 29,413.378 shares via a 401(k) plan.

These disclosed holdings and the statement that the partnership may make him a >10% owner are governance-relevant facts for investors tracking insider alignment and control structure.

Securities Compliance Expert

Form 4 disclosure follows Section 16 reporting requirements for the transaction.

The Form 4 lists the transaction date 09/30/2025, transaction code and price $48.66, and shows the signature by an attorney-in-fact dated 10/03/2025. The filing contains the required explanation about deemed beneficial ownership through the partnership.

This submission appears to supply the specific data points Section 16 requires: transaction details, post-transaction holdings, and explanatory note about indirect ownership.

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

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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).

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)
09/30/2025

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	09/30/2025		J	V	41.1015	A	$48.66	79,911.6198	D
Common Shares								29,413.378	I	By 401(K) Plan
Common Shares								997,910	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 James Hagedorn	10/03/2025
	** 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.

FAQ

What transaction did James Hagedorn report on Form 4 for SMG?

The Form 4 reports an acquisition on 09/30/2025 of 41.1015 common shares at a price of $48.66.

How many SMG shares does James Hagedorn beneficially own after the reported transaction?

The filing lists 79,911.6198 shares as directly beneficially owned following the reported transaction.

Does James Hagedorn report any indirect holdings of SMG shares?

Yes. The Form 4 discloses 29,413.378 shares via a 401(k) plan and 997,910 shares held by Hagedorn Partnership, L.P.

Does the filing indicate James Hagedorn may be a >10% owner of SMG?

Yes. The filing explains that, solely for Section 16 purposes, he may be deemed to be a beneficial owner of more than 10% of the company due to partnership holdings.

When was the Form 4 signed and filed?

The signature by an attorney-in-fact is dated 10/03/2025 and the reported transaction date is 09/30/2025.