Scotts Miracle-Gro CEO Hagedorn Adds SMG Shares in Form 4 Filing

The Scotts Miracle-Gro Company Chairman and CEO James Hagedorn, who is also a director and more than 10% owner of SCOTTS MIRACLE-GRO CO (SMG), reported a small change in his holdings.

Accepted by SEC EDGAR 12/02/2025 - 07:42 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company Chairman and CEO James Hagedorn, who is also a director and more than 10% owner of SCOTTS MIRACLE-GRO CO (SMG), reported a small change in his holdings. On 11/28/2025, a transaction coded "J" added 43.253 common shares at a price of $46.24 per share to his directly held position.

After this transaction, Hagedorn beneficially owned 103,135.0688 common shares directly, plus 31,533.64 common shares held through a 401(k) plan and 997,910 common shares indirectly through Hagedorn Partnership, L.P., reflecting his proportionate and family-related interests. No derivative securities were reported in this filing.

Insider Trade Summary

Other: 43.253 shares

Other 1 txn

Insider HAGEDORN JAMES

Role Chairman & CEO

Type	Security	Shares	Price	Value
Other	Common Shares	43.253	$46.24	$2K
Holding	Common Shares	--	--	--
Holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 103,135.0688 shares (Direct); Common Shares — 31,533.64 shares (Indirect, By 401(K) Plan); Common Shares — 997,910 shares (Indirect, HPLP)

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.

FAQ

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What insider transaction did SMG Chairman and CEO James Hagedorn report?

On 11/28/2025, James Hagedorn reported a transaction coded "J" involving the acquisition of 43.253 common shares of Scotts Miracle-Gro (SMG) at a price of $46.24 per share.

How many SMG shares does James Hagedorn own directly after this Form 4 filing?

Following the reported transaction, James Hagedorn beneficially owned 103,135.0688 SMG common shares directly.

What indirect holdings of SMG shares does James Hagedorn report?

James Hagedorn reports 31,533.64 SMG common shares held through a 401(k) plan and 997,910 SMG common shares held indirectly through Hagedorn Partnership, L.P., representing his and certain family members' proportionate interests.

What is James Hagedorn’s relationship to Scotts Miracle-Gro (SMG)?

James Hagedorn is reported as a Director, a 10% Owner, and an Officer of Scotts Miracle-Gro, serving as Chairman & CEO.

Were any derivative securities reported in this SMG Form 4 filing?

No. The section for derivative securities shows no transactions, indicating that no derivative securities were reported in this filing.

What does the note about Hagedorn Partnership, L.P. mean for SMG share ownership?

The filing explains that, solely for determining whether James Hagedorn is a more than 10% beneficial owner, he may be deemed the beneficial owner of SMG securities held by Hagedorn Partnership, L.P., a limited partnership where he is a general partner, based on his and certain family members' proportionate interests.

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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^*

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)
11/28/2025

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	11/28/2025		J	V	43.253	A	$46.24	103,135.0688	D
Common Shares								31,533.64	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	12/02/2025
	** 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.