SMG CEO Hagedorn acquires 1,618.451 phantom stock units at $55.81

The Scotts Miracle-Gro Company (SMG) reported an insider transaction by Chairman & CEO James Hagedorn.

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company (SMG) reported an insider transaction by Chairman & CEO James Hagedorn. On 10/28/2025, he acquired 1,618.451 phantom stock units at $55.81 per unit. Following this transaction, he beneficially owned 227,503.573 derivative securities directly.

Each phantom stock unit represents the right to receive one common share or the cash value. These units are payable in cash following termination of employment, and the holder may transfer the phantom stock into an alternative investment at any time. Hagedorn is listed as Director, 10% Owner, and Officer.

Insider Trade Summary

Grant/Award: 1,618.451 shares

Grant/Award 1 txn

Insider HAGEDORN JAMES

Role Chairman & CEO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,618.451	$55.81	$90K

Holdings After Transaction: Phantom Stock — 227,503.573 contracts (Direct)

Footnotes (2)

1. F1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.
2. F2. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SMG (SMG) disclose in this Form 4?

An insider transaction by James Hagedorn, who acquired 1,618.451 phantom stock units at $55.81 on 10/28/2025.

How many derivative securities does James Hagedorn own after the transaction?

He beneficially owned 227,503.573 derivative securities directly after the reported transaction.

What is SMG phantom stock as described here?

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

When are the phantom stock units payable?

They are payable in cash following the reporting person’s termination of employment with SMG.

Can the holder change the phantom stock investment?

Yes. The reporting person may transfer the phantom stock into an alternative investment at any time.

What roles does James Hagedorn hold at SMG?

He is a Director, 10% Owner, and Chairman & CEO.

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

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Accepted by SEC EDGAR 10/29/2025 - 01:51 PM Learn about SEC filing dates

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)
10/28/2025

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

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
Phantom Stock	(1)	10/28/2025		A		1,618.451		(2)	(2)	Common Shares	1,618.451	$55.81	227,503.573	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	10/29/2025
	** 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.