Scotts Miracle-Gro (NYSE: SMG) CEO adds new phantom stock units

Rhea-AI Filing Summary

SCOTTS MIRACLE-GRO CO Chairman & CEO James Hagedorn reported new equity-related activity. On March 6, 2026 he acquired 2,396.642 phantom stock units at $0 per unit, increasing his phantom stock balance to 237,393.148 units.

Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or its cash value and is payable in cash after his employment ends. He also reported indirect holdings of 31,533.640 common shares through a 401(k) plan and a proportionate interest in 997,910 common shares held by Hagedorn Partnership, L.P. A separate J-code transaction on February 27, 2026 involved 36.010 directly held common shares at $55.54 per share, leaving him with 87,471.9828 directly held common shares.

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)
03/06/2026

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	02/27/2026		J	V	36.01	A	$55.54	87,471.9828	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
Phantom Stock	(2)	03/06/2026		A		2,396.642		(3)	(3)	Common Shares	2,396.642	(2)	237,393.148	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.

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 Hagedorn	03/09/2026
	** 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 transaction did SMG Chairman & CEO James Hagedorn report?

James Hagedorn reported receiving 2,396.642 phantom stock units at $0 per unit on March 6, 2026. This grant increased his phantom stock balance to 237,393.148 units, representing cash-settled rights tied to Scotts Miracle-Gro common shares after his employment ends.

How does phantom stock work for SMG’s James Hagedorn?

Each phantom stock unit grants James Hagedorn the right to receive either one Scotts Miracle-Gro common share or its cash value. These phantom shares are payable in cash after his employment ends, and he may transfer them into alternative investments at any time under the plan’s terms.

What indirect SMG share holdings were reported for James Hagedorn?

James Hagedorn reported 31,533.640 common shares held indirectly through a 401(k) plan and a proportionate interest in 997,910 common shares held by Hagedorn Partnership, L.P., reflecting his and certain family members’ aggregate pecuniary interests in that partnership position.

What was the J-code common share transaction reported by SMG’s CEO?

On February 27, 2026, James Hagedorn reported a J-code “other acquisition or disposition” involving 36.010 directly held SMG common shares at $55.54 per share. Following this transaction, his directly held common share position stood at 87,471.9828 shares.

How many phantom stock units does SMG’s CEO hold after the latest grant?

After the March 6, 2026 grant of 2,396.642 phantom stock units, James Hagedorn holds a total of 237,393.148 phantom stock units. Each unit represents the right to receive either one SMG common share or its cash value, payable in cash after employment ends.