How is Hagedorn Partnership, L.P. related to Nathan Eric Baxter’s SCOTTS MIRACLE-GRO (SMG) holdings?

Hagedorn Partnership, L.P. holds SCOTTS MIRACLE-GRO common shares in which Nathan Eric Baxter and certain family members have a proportionate interest. Under Rule 16a-1(a)(1), he may be deemed a beneficial owner of these 36,993 shares solely for 10% ownership determination purposes.

SCOTTS MIRACLE-GRO (SMG) COO Baxter logs small J-code share restructuring

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SCOTTS MIRACLE-GRO CO President and COO Nathan Eric Baxter, who may be deemed a more-than-10% beneficial owner, reported an administrative ownership change involving the company’s common shares. The Form 4 shows an “other” transaction (code J) on Common Shares covering 97.962 shares at $51.04 per share, which is characterized as an “other acquisition or disposition” rather than a market buy or sell.

After this change, Baxter directly holds 61,014.8438 common shares. He is also treated, solely for 10% ownership testing purposes, as having an indirect interest in 36,993 common shares held by Hagedorn Partnership, L.P., a family limited partnership where he is a general partner. The filing frames this as a proportionate family and partnership interest, indicating a routine restructuring of how shares are held rather than a directional trade.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Baxter Nathan Eric

Role President and COO

Type	Security	Shares	Price	Value
Other	Common Shares	97.962	$51.04	$5K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 61,014.844 shares (Direct, null); Common Shares — 36,993 shares (Indirect, HPLP)

Footnotes (1)

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Key Figures

J-code shares affected: 97.962 shares Implied transaction price: $51.04 per share Direct holdings after transaction: 61,014.8438 shares +2 more

5 metrics

J-code shares affected 97.962 shares Other acquisition or disposition of Common Shares

Implied transaction price $51.04 per share Price for the 97.962 J-code Common Shares

Direct holdings after transaction 61,014.8438 shares Common Shares held directly following Form 4 event

Indirect partnership interest 36,993 shares Proportionate interest via Hagedorn Partnership, L.P.

Restructuring shares total 97.962 shares Shares classified as restructuring in transactionSummary

Key Terms

Exchange Act Rule 16a-1(a)(1), beneficial owner, pecuniary interest, limited partnership, +1 more

5 terms

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

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

beneficial owner financial

"may be deemed, solely for purposes of determining whether he is a beneficial owner of more than 10%..."

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

"those family members in whose holdings he may be deemed to have a pecuniary interest..."

limited partnership financial

"Hagedorn Partnership, L.P., a Delaware limited partnership in which the reporting person is a general partner..."

A limited partnership is a legal business structure with two types of partners: at least one general partner who runs the business and bears full legal responsibility, and one or more limited partners who contribute money, share profits, and have liability capped at their investment. For investors, it matters because it separates control from financial exposure — like putting money into a store without managing it — and affects how returns, risks, taxes and transferability of ownership are handled.

Common Shares financial

"beneficial owner of the securities of the Issuer that are held by Hagedorn Partnership, L.P., ... in Common Shares held..."

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 10:06 AM

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)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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	04/30/2026		J	V	97.962	A	$51.04	61,014.8438	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)
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)

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	05/28/2026
	** 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 did SCOTTS MIRACLE-GRO (SMG) executive Nathan Eric Baxter report on this Form 4?

Nathan Eric Baxter reported an “other” transaction in SCOTTS MIRACLE-GRO common shares, involving 97.962 shares coded J at $51.04 per share. This is categorized as an administrative ownership change rather than a traditional open-market purchase or sale.

How many SCOTTS MIRACLE-GRO (SMG) shares does Nathan Eric Baxter hold after the reported transaction?

After the reported transaction, Nathan Eric Baxter directly holds 61,014.8438 SCOTTS MIRACLE-GRO common shares. The filing also shows an indirect interest in 36,993 additional common shares through Hagedorn Partnership, L.P., where he is a general partner.

What does the J transaction code mean in the SCOTTS MIRACLE-GRO (SMG) Form 4?

The J transaction code in this Form 4 is described as an “other acquisition or disposition” of SCOTTS MIRACLE-GRO common shares. It typically reflects a non-market event such as an internal transfer or restructuring, not a straightforward buy or sell in the open market.

Did Nathan Eric Baxter buy or sell SCOTTS MIRACLE-GRO (SMG) shares on the open market in this filing?

This Form 4 does not show an open-market buy or sell by Nathan Eric Baxter. Instead, it reports an “other” transaction coded J, indicating an ownership restructuring event, and a holding entry, with no transactions classified as traditional purchases or sales.

Why is Nathan Eric Baxter considered a more-than-10% owner of SCOTTS MIRACLE-GRO (SMG)?

Nathan Eric Baxter may be deemed a more-than-10% beneficial owner because his proportionate interest in shares held by Hagedorn Partnership, L.P., combined with his own holdings, counts for 10% calculations under Exchange Act Rule 16a-1(a)(1), specifically for determining beneficial ownership thresholds.