Scotts Miracle-Gro (NYSE: SMG) CEO receives new phantom stock grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HAGEDORN JAMES reported acquisition or exercise transactions in this Form 4 filing.

Scotts Miracle-Gro CEO James Hagedorn received a new compensation award in the form of phantom stock. On this Form 4, he was granted 1,272.152 phantom stock units tied to the company’s common shares at a reference value of $71.01 per unit.

Each phantom stock unit represents the right to receive one common share or its cash value. The units are payable in cash after his employment with the company ends, and he can move them into alternative investments at any time. Following this grant, his reported phantom stock balance is 245,449.926 units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HAGEDORN JAMES

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,272.152	$71.01	$90K

Holdings After Transaction: Phantom Stock — 245,449.926 shares (Direct, null)

Footnotes (1)

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

Key Figures

Phantom stock units granted: 1,272.152 units Reference value per phantom unit: $71.01 per unit Total phantom stock after grant: 245,449.926 units +2 more

5 metrics

Phantom stock units granted 1,272.152 units Grant on 2026-06-26

Reference value per phantom unit $71.01 per unit Grant price for phantom stock

Total phantom stock after grant 245,449.926 units Holdings following transaction

Underlying common shares per unit 1 share per unit Each phantom unit tracks one common share

Conversion or exercise price $0.00 Phantom stock conversion price

Key Terms

Phantom Stock, cash value thereof, payable in cash, alternative investment

4 terms

Phantom Stock financial

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

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

cash value thereof financial

"represents the right to receive one common share of Issuer or the cash value thereof."

payable in cash financial

"Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer."

alternative investment financial

"The reporting person may transfer his/her phantom stock into an alternative investment at any time."

Assets and strategies outside traditional stocks, bonds and cash, such as real estate, private equity, hedge funds, commodities, art and certain digital assets; they often have different ways of making money and different rules for buying and selling. Investors use them to change how a portfolio behaves—like adding spices to a meal to alter the flavor—because they can reduce overall risk or boost returns, but they may be harder to sell, cost more, and carry unique risks.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 01:37 PM Accepted by SEC EDGAR 06/30/2026 - 01:36 PM

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^*

HAGEDORN JAMES

(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)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	06/26/2026		A		1,272.152		⁽²⁾	⁽²⁾	Common Shares	1,272.152	$71.01	245,449.926	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	06/30/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SMG CEO James Hagedorn report on this Form 4?

James Hagedorn reported receiving a grant of 1,272.152 phantom stock units linked to Scotts Miracle-Gro common shares. This is a compensation-related award, not an open-market stock purchase or sale, and increases his reported phantom stock balance to 245,449.926 units.

What is the value reference for the SMG phantom stock granted to James Hagedorn?

Each of the 1,272.152 phantom stock units was granted at a reference value of $71.01 per unit. This value helps determine the amount of cash or common shares ultimately deliverable when the phantom stock is settled after his employment ends.

How and when will James Hagedorn’s SMG phantom stock units be paid out?

The phantom stock units are payable in cash after James Hagedorn’s employment with Scotts Miracle-Gro ends. At settlement, he is entitled to receive either one common share per unit or the cash value equivalent for each phantom stock unit held.

Can the SMG phantom stock units granted to James Hagedorn be reallocated before payout?

Yes. The filing states that James Hagedorn may transfer his phantom stock into an alternative investment at any time. Despite such transfers, each unit continues to represent the right to receive one common share of Scotts Miracle-Gro or the cash value thereof.

How large is James Hagedorn’s total phantom stock position in SMG after this grant?

After receiving 1,272.152 new phantom stock units, James Hagedorn’s total reported phantom stock position is 245,449.926 units. Each unit represents a right to one Scotts Miracle-Gro common share or its cash value, payable in cash after his employment terminates.