Scotts Miracle-Gro (SMG) CEO gains 1,563.94 phantom stock units

Rhea-AI Filing Summary

Scotts Miracle-Gro Company insider James Hagedorn, who serves as Chairman, CEO, director and a 10% owner, reported receiving new phantom stock units tied to the company’s common shares. On 12/26/2025, he acquired 1,563.94 phantom stock units at $57.76 per unit. Each phantom stock unit represents the right to receive either one common share or the cash value of a share.

Following this grant, Hagedorn beneficially owns 233,414.769 phantom stock units on a direct basis. These units are payable in cash after his employment with the company ends, and he may transfer the phantom stock into an alternative investment at any time, according to the disclosure.

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
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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)
12/26/2025

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)	12/26/2025		A		1,563.94		(2)	(2)	Common Shares	1,563.94	$57.76	233,414.769	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	12/29/2025
	** 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.

FAQ

What insider transaction did Scotts Miracle-Gro (SMG) report?

Scotts Miracle-Gro reported that James Hagedorn received 1,563.94 phantom stock units on 12/26/2025, each tied to one common share or its cash value.

Who is the reporting person in this Scotts Miracle-Gro (SMG) Form 4?

The reporting person is James Hagedorn, who is a director, 10% owner, and Chairman & CEO of Scotts Miracle-Gro Company.

How many phantom stock units does James Hagedorn now hold at Scotts Miracle-Gro (SMG)?

After the reported transaction, James Hagedorn beneficially owns 233,414.769 phantom stock units on a direct basis.

What does each Scotts Miracle-Gro phantom stock unit represent for James Hagedorn?

Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or the cash value of one common share.

When are Scotts Miracle-Gro phantom stock units payable to James Hagedorn?

The phantom stock units are payable in cash following the termination of James Hagedorn’s employment with Scotts Miracle-Gro.

Can James Hagedorn change his investment in Scotts Miracle-Gro phantom stock?

Yes. The disclosure states that he may transfer his phantom stock into an alternative investment at any time.