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Scotts Miracle-Gro (NYSE: SMG) awards CEO phantom stock grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

SCOTTS MIRACLE-GRO CO Chairman & CEO James Hagedorn received a grant of 1,226.377 phantom stock units on Common Shares at $67.95 per unit. These phantom stock units are payable in cash after his employment ends and each represents the value of one common share or its cash equivalent.

He also reported a small other transaction involving 36.583 Common Shares, leaving 88,591.5658 Common Shares held directly. Indirectly, he has a proportionate interest in 997,910 Common Shares through Hagedorn Partnership, L.P. and 31,533.6400 Common Shares through a 401(k) plan.

Positive

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Negative

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Insider HAGEDORN JAMES
Role Chairman & CEO
Type Security Shares Price Value
Grant/Award Phantom Stock 1,226.377 $67.95 $83K
holding Common Shares -- -- --
holding Common Shares -- -- --
Other Common Shares 36.583 $54.67 $2K
Holdings After Transaction: Phantom Stock — 239,899.404 shares (Direct, null); Common Shares — 31,533.64 shares (Indirect, By 401(K) Plan); Common Shares — 88,591.566 shares (Direct, null)
Footnotes (1)
  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.
Phantom stock grant 1,226.377 units Grant of phantom stock units on Common Shares
Phantom stock reference price $67.95 per unit Price per phantom stock unit on grant date
Total phantom stock after grant 239,899.4040 units Phantom stock units held directly following transaction
Direct common shares 88,591.5658 shares Common Shares held directly after J-code transaction
Indirect partnership interest 997,910.0000 shares Proportionate interest in Common Shares via Hagedorn Partnership, L.P.
Indirect 401(k) holdings 31,533.6400 shares Common Shares held indirectly by 401(k) plan
Other J-code transaction size 36.583 shares Other acquisition or disposition of Common Shares at $54.67
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..."
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…"
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares03/31/2026JV36.583A$54.6788,591.5658D
Common Shares31,533.64IBy 401(K) Plan
Common Shares997,910IHPLP(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(2)04/27/2026A1,226.377 (3) (3)Common Shares1,226.377$67.95239,899.404D
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 Hagedorn04/29/2026
** Signature of Reporting PersonDate
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 SMG Chairman & CEO James Hagedorn report in this Form 4?

James Hagedorn reported a grant of 1,226.377 phantom stock units tied to SCOTTS MIRACLE-GRO CO common shares at $67.95 per unit. He also disclosed updated direct and indirect common share holdings, including partnership and 401(k) plan interests.

What is the size and nature of the phantom stock award to SMG’s CEO?

The CEO received 1,226.377 phantom stock units at a reference price of $67.95 each. Each phantom unit represents the right to receive one common share of SCOTTS MIRACLE-GRO CO or its cash value, generally payable after employment ends.

How many SCOTTS MIRACLE-GRO CO common shares does James Hagedorn hold directly?

After the reported transactions, James Hagedorn holds 88,591.5658 SCOTTS MIRACLE-GRO CO common shares directly. This figure reflects his direct equity stake separate from phantom stock units and indirect holdings through a partnership and a 401(k) plan.

What indirect SCOTTS MIRACLE-GRO CO holdings are associated with Hagedorn via Hagedorn Partnership, L.P.?

The filing shows a proportionate interest in 997,910 common shares of SCOTTS MIRACLE-GRO CO held by Hagedorn Partnership, L.P.. This represents the aggregate interest of James Hagedorn and certain family members in the partnership’s common share holdings.

How are the SMG phantom stock units for James Hagedorn settled?

The phantom stock units are payable in cash after termination of James Hagedorn’s employment with SCOTTS MIRACLE-GRO CO. Each unit tracks the value of one common share, and he may transfer phantom stock into an alternative investment at any time.

What additional SMG holdings does James Hagedorn have through a retirement plan?

Beyond direct and partnership interests, James Hagedorn has 31,533.6400 SCOTTS MIRACLE-GRO CO common shares reported as held by a 401(k) plan. These are categorized as indirect holdings associated with his retirement savings arrangement.