What are James Hagedorn’s reported direct common share holdings in SMG after these transactions?

Following a 39.58-share “other” transaction dated May 29, 2026, James Hagedorn directly holds 88,670.3308 Scotts Miracle-Gro common shares. This entry reflects changes categorized as other acquisition or disposition, not an open-market purchase or sale of stock.

Scotts Miracle-Gro (NYSE: SMG) CEO adds phantom stock grant, updates holdings

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

SCOTTS MIRACLE-GRO CO Chairman & CEO James Hagedorn reported updated holdings and a new compensation award. He received a grant of 2,771.346 phantom stock units at a reference price of $57.132 per unit, bringing his directly held phantom stock balance to 244,177.774 units.

The filing also records an "other" transaction of 39.58 common shares on May 29, 2026, after which he directly holds 88,670.3308 common shares. Indirectly, he is attributed proportionate interests in 997,910 common shares held by Hagedorn Partnership, L.P. and 31,533.640 common shares held through a 401(k) plan. Each phantom stock unit represents the right to receive one common share or its cash value, generally payable in cash following termination of employment.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider HAGEDORN JAMES

Role Chairman & CEO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	2,771.346	$57.132	$158K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
Other	Common Shares	39.58	$50.53	$2K

Holdings After Transaction: Phantom Stock — 244,177.774 shares (Direct, null); Common Shares — 31,533.64 shares (Indirect, By 401(K) Plan); Common Shares — 88,670.331 shares (Direct, null)

Footnotes (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. 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 grant: 2,771.346 units Phantom stock balance: 244,177.774 units Direct common shares: 88,670.3308 shares +3 more

6 metrics

Phantom stock grant 2,771.346 units Grant at $57.132 per unit on June 5, 2026

Phantom stock balance 244,177.774 units Direct phantom stock holdings after grant

Direct common shares 88,670.3308 shares Direct SMG common shares after May 29, 2026 transaction

Partnership-related common shares 997,910 shares Common shares held by Hagedorn Partnership, L.P. attributed proportionately

401(k) plan common shares 31,533.640 shares Indirect common shares via 401(k) plan

Other common share transaction 39.58 shares at $50.53 Code J other acquisition or disposition on May 29, 2026

Key Terms

Phantom Stock, Exchange Act Rule 16a-1(a)(1), Hagedorn Partnership, L.P., 401(K) Plan, +1 more

5 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.

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

"Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed..."

Hagedorn Partnership, L.P. financial

"...securities of the Issuer that are held by Hagedorn Partnership, L.P., a Delaware limited partnership..."

401(K) Plan financial

"nature_of_ownership": "By 401(K) Plan""

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

06/09/2026 - 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)
	Chairman & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

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)
Common Shares	05/29/2026		J	V	39.58	A	$50.53	88,670.3308	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)
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	⁽²⁾	06/05/2026		A		2,771.346		⁽³⁾	⁽³⁾	Common Shares	2,771.346	$57.132	244,177.774	D

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.

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

3. 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	06/09/2026
	** 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 activity did SMG Chairman & CEO James Hagedorn report on this Form 4?

James Hagedorn reported a grant of phantom stock units and updated share holdings. The grant and holding entries reflect compensation awards and ownership restructuring, rather than open-market buying or selling, clarifying his current equity and phantom stock exposure to Scotts Miracle-Gro.

How many phantom stock units did James Hagedorn acquire in the latest SMG filing?

He acquired 2,771.346 phantom stock units at a reference price of $57.132 per unit. After this grant, his directly held phantom stock balance increased to 244,177.774 units, each representing the right to receive one Scotts Miracle-Gro common share or its cash value.

What indirect ownership in SMG common shares is attributed to James Hagedorn?

The filing attributes a proportionate interest in 997,910 common shares held by Hagedorn Partnership, L.P. and 31,533.640 common shares via a 401(k) plan. These positions are reported as indirect, reflecting holdings through related entities and benefit plans associated with Hagedorn.

How does SMG define the phantom stock units held by James Hagedorn?

Each phantom stock unit represents the right to receive one Scotts Miracle-Gro common share or the cash value of a share. According to the filing, phantom stock is generally payable in cash following termination of Hagedorn’s employment, and may be reallocated into alternative investments during employment.

Does the SMG Form 4 show open-market buying or selling by James Hagedorn?

The Form 4 does not report any open-market purchases or sales. It shows a grant of phantom stock units and an "other" transaction in common shares, along with updated indirect holdings, indicating compensation and structural ownership changes rather than market trades.