Scotts Miracle-Gro (SMG) CEO Hagedorn logs new 142,315-share option grant

Rhea-AI Filing Summary

Scotts Miracle-Gro Chairman & CEO James Hagedorn, also a director and more than 10% owner, reported equity-related changes in his holdings. On January 30, 2026, he received a stock option grant for 142,315 common shares with an exercise price of $64.22 per share, expiring between January 30, 2029 and January 30, 2036. He also acquired 38.513 common shares at $51.93 per share, bringing his directly held common shares to 104,112.9728. In addition, he reported indirect holdings of 31,533.64 common shares through a 401(k) plan and 997,910 common shares through Hagedorn Partnership, L.P., reflecting his proportionate and family 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

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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)
01/30/2026

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
Common Shares	01/30/2026		J	V	38.513	A	$51.93	104,112.9728	D
Common Shares								31,533.64	I	By 401(K) Plan
Common Shares								997,910	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
Stock Option (right to buy)	$64.22	01/30/2026		A		142,315		01/30/2029	01/30/2036	Common Shares	142,315	$0	142,315	D

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 James Hagedorn	02/03/2026
	** 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.

FAQ

What insider transactions did SMG Chairman James Hagedorn report?

James Hagedorn reported a new stock option grant and a small share acquisition. He received options for 142,315 common shares at $64.22 and bought 38.513 common shares at $51.93, modestly increasing his direct equity exposure to Scotts Miracle-Gro.

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

James Hagedorn directly holds 104,112.9728 common shares after the reported transaction. The Form 4 shows a small acquisition of 38.513 shares at $51.93 each, which raised his direct common share balance to 104,112.9728 as of January 30, 2026.

What stock option grant did James Hagedorn receive from Scotts Miracle-Gro?

Hagedorn received a stock option for 142,315 Scotts Miracle-Gro common shares. The options have an exercise price of $64.22 per share and are exercisable through dates between January 30, 2029 and January 30, 2036, representing a long-dated equity incentive.

What indirect holdings of SMG common shares does James Hagedorn report?

Hagedorn reports indirect ownership through a 401(k) plan and a partnership. The Form 4 lists 31,533.64 common shares held via a 401(k) plan and 997,910 common shares attributed to Hagedorn Partnership, L.P., reflecting his and certain family pecuniary interests.

Why is James Hagedorn considered a more than 10% owner of SMG?

He may be deemed a more than 10% owner due to partnership holdings. Under Exchange Act Rule 16a-1(a)(1), he may be treated as beneficially owning common shares held by Hagedorn Partnership, L.P., a Delaware limited partnership where he is a general partner.

What does transaction code "A" mean in James Hagedorn’s SMG Form 4?

Transaction code "A" indicates an acquisition of derivative securities. In this filing, it refers to the grant of stock options for 142,315 common shares at a $64.22 exercise price, giving Hagedorn the right to buy shares in the future under specified terms.