Scotts Miracle-Gro (NYSE: SMG) COO reports minor restructuring of share ownership

Rhea-AI Filing Summary

SCOTTS MIRACLE-GRO CO President and COO Nathan Eric Baxter, who is also a more than 10% owner, reported a small "other" transaction in company common shares. On May 29, 2026, a Form 4 entry classified as "other acquisition or disposition" covered 98.951 common shares at $50.53 per share, updating his direct holdings to 61,113.7948 common shares. A separate entry records 36,993 common shares held indirectly through Hagedorn Partnership, L.P., reflecting the aggregate proportionate interest of Baxter and certain family members in that partnership. The filing reflects routine ownership reporting and entity-related restructuring rather than an open-market purchase or sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Baxter Nathan Eric

Role President and COO

Type	Security	Shares	Price	Value
Other	Common Shares	98.951	$50.53	$5K
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 61,113.795 shares (Direct, null); Common Shares — 36,993 shares (Indirect, HPLP)

Footnotes (1)

1. [object Object]

Key Figures

Restructuring shares: 98.951 common shares Restructuring price: $50.53 per share Direct holdings after transaction: 61,113.7948 common shares +1 more

4 metrics

Restructuring shares 98.951 common shares J-code other acquisition or disposition on May 29, 2026

Restructuring price $50.53 per share Price associated with 98.951 common shares

Direct holdings after transaction 61,113.7948 common shares Total direct shares following J-code transaction

Indirect partnership-related holdings 36,993 common shares Indirect interest via Hagedorn Partnership, L.P.

Key Terms

Exchange Act Rule 16a-1(a)(1), beneficial owner, pecuniary interest, Hagedorn Partnership, L.P., +1 more

5 terms

Exchange Act Rule 16a-1(a)(1) regulatory

"Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed..."

beneficial owner financial

"may be deemed, solely for purposes of determining whether he is a beneficial owner of more than 10%..."

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"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..."

Other acquisition or disposition financial

"transaction_code_description": "Other acquisition or disposition""

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Form 4 Insider Transactions: What Each Field Means →

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^*

Baxter Nathan Eric

(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)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	05/29/2026		J	V	98.951	A	$50.53	61,113.7948	D
Common Shares								36,993	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

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 Nathan E. Baxter	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did SMG executive Nathan Eric Baxter report on May 29, 2026?

Nathan Eric Baxter reported an "other acquisition or disposition" of 98.951 common shares of Scotts Miracle-Gro at $50.53 per share. The Form 4 classifies this as a restructuring-type event, not an open-market buy or sell transaction.

How many Scotts Miracle-Gro (SMG) shares does Nathan Eric Baxter hold directly after this Form 4?

After the reported transaction, Nathan Eric Baxter holds 61,113.7948 Scotts Miracle-Gro common shares directly. This figure comes from the Form 4’s "total shares following transaction" field for his direct ownership line item.

What indirect holdings in SMG does Nathan Eric Baxter report through Hagedorn Partnership, L.P.?

The Form 4 shows 36,993 common shares of Scotts Miracle-Gro held indirectly through Hagedorn Partnership, L.P.. This represents the aggregate proportionate interest of Baxter and certain family members in the partnership’s common share holdings.

Does the SMG Form 4 show Nathan Eric Baxter buying or selling shares on the market?

The filing does not show any open-market buys or sells. It records a "J" code transaction described as "other acquisition or disposition" and a holding entry, indicating ownership restructuring and reporting rather than typical market trading.

Why is Hagedorn Partnership, L.P. mentioned in Nathan Eric Baxter’s SMG Form 4?

Hagedorn Partnership, L.P. is disclosed because some SMG common shares are held through this partnership. Under Exchange Act Rule 16a-1(a)(1), Baxter may be deemed a beneficial owner of a proportionate interest in those shares for 10% ownership reporting purposes.