Scotts Miracle-Gro (NYSE: SMG) CEO reports small share acquisition

Rhea-AI Filing Summary

Scotts Miracle-Gro director, President and CEO Nathan Eric Baxter reported an other acquisition of 88.417 common shares on 2026-07-31 at $56.55 per share. After this transaction he held 90,465.5948 common shares directly and reported an indirect proportionate interest in 36,993 shares held through Hagedorn Partnership, L.P. under Exchange Act Rule 16a-1(a)(1).

Insider Trade Summary

Net Buyer: 88.417 shares

Net Buy 2 txns

Insider Baxter Nathan Eric

Role President and CEO

Type	Security	Shares	Price	Value
Other	Common Shares	88.417	$56.55	$5K
holding	Common Shares F1	--	--	--

Holdings After Transaction: Common Shares — 90,465.5948 shares (Direct); Common Shares — 36,993 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.

Key Figures

Shares acquired: 88.4170 shares Transaction price per share: $56.5500 per share Direct holdings after transaction: 90,465.5948 shares +1 more

4 metrics

Shares acquired 88.4170 shares Other acquisition of common shares on 2026-07-31

Transaction price per share $56.5500 per share Price for 88.417 common shares acquired on 2026-07-31

Direct holdings after transaction 90,465.5948 shares Direct common share ownership by Nathan Eric Baxter after the acquisition

Indirect beneficial interest 36,993.0000 shares Proportionate interest in common shares held by Hagedorn Partnership, L.P.

Key Terms

Exchange Act Rule 16a-1(a)(1), beneficial owner, pecuniary interest, Hagedorn Partnership, L.P.

4 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 regulatory

"may be deemed, solely for purposes of determining whether he is a beneficial owner"

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

"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"

Hagedorn Partnership, L.P. financial

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

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/05/2026 - 12:01 PM Accepted by SEC EDGAR 08/05/2026 - 12:00 PM Learn about SEC filing dates

FAQ

What insider transaction did Nathan Eric Baxter report for SMG?

Nathan Eric Baxter reported an other acquisition of 88.417 common shares of Scotts Miracle-Gro on 2026-07-31 at a price of $56.55 per share, classified under transaction code J as an other acquisition or disposition event.

How many Scotts Miracle-Gro shares does Baxter hold directly after this Form 4?

Following the reported transaction, Nathan Eric Baxter directly holds 90,465.5948 common shares of Scotts Miracle-Gro. This figure reflects his post-transaction direct ownership as of 2026-07-31 in the company’s common shares.

What is Baxter’s indirect ownership in SMG through Hagedorn Partnership, L.P.?

Baxter reports an indirect proportionate interest in 36,993 common shares held by Hagedorn Partnership, L.P.. Under Exchange Act Rule 16a-1(a)(1), this represents his and certain family members’ pecuniary interests in the partnership’s Scotts Miracle-Gro holdings.

Was Baxter’s SMG share transaction made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox was not selected, meaning the reported transactions were not executed pursuant to a Rule 10b5-1 trading plan but instead reported as discretionary or non-plan activity.

What was the price paid per Scotts Miracle-Gro share in Baxter’s acquisition?

The reported other acquisition of Scotts Miracle-Gro common shares was priced at $56.55 per share. This per-share price applies to the 88.417 common shares acquired on 2026-07-31 in the non-derivative transaction.

How does the Form 4 describe Baxter’s beneficial ownership status relative to 10% in SMG?

Under Exchange Act Rule 16a-1(a)(1), Baxter may be deemed a beneficial owner of more than 10% of common shares, including proportionate interests in shares held by Hagedorn Partnership, L.P., where he is a general partner and has pecuniary interests.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/31/2026		J	V	88.417	A	$56.55	90,465.5948	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)
				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 Nathan E. Baxter	08/05/2026
	** 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)