Scotts Miracle-Gro (NYSE: SMG) COO reports tax share withholding and holdings

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Scotts Miracle-Gro President and COO Nathan Eric Baxter, a more than 10% owner, reported routine changes in his holdings of Common Shares. On April 28, 2026, an F-code tax-withholding disposition of 5,897 shares at $65.38 per share was recorded to satisfy obligations by delivering shares, leaving him with 60,916.8818 Common Shares held directly.

The filing also shows a prior J-code “other” transaction on March 31, 2026 involving 91.458 shares at $54.67, after which his direct holdings stood at 66,813.8818 shares. In addition, he is reported as having an indirect interest in 36,993 Common Shares through Hagedorn Partnership, L.P., reflecting his and certain family members’ proportionate interests.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Baxter Nathan Eric

Role President and COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares	5,897	$65.38	$386K
holding	Common Shares	--	--	--
Other	Common Shares	91.458	$54.67	$5K

Holdings After Transaction: Common Shares — 60,916.882 shares (Direct, null); Common Shares — 36,993 shares (Indirect, HPLP)

Footnotes (1)

[object Object]

Key Figures

Tax-withholding shares: 5,897 Common Shares Direct holdings after April 28 transaction: 60,916.8818 Common Shares Other transaction shares: 91.458 Common Shares +3 more

6 metrics

Tax-withholding shares 5,897 Common Shares Code F disposition on April 28, 2026 at $65.38 per share

Direct holdings after April 28 transaction 60,916.8818 Common Shares Direct ownership following April 28, 2026 F-code disposition

Other transaction shares 91.458 Common Shares Code J “other” non-derivative transaction on March 31, 2026 at $54.67

Direct holdings after March 31 transaction 66,813.8818 Common Shares Direct ownership following March 31, 2026 J-code entry

Indirect partnership holdings 36,993 Common Shares Aggregate proportionate interest via Hagedorn Partnership, L.P.

Tax-withholding price $65.38 per share Price per share for April 28, 2026 F-code disposition

Key Terms

tax-withholding disposition, Exchange Act Rule 16a-1(a)(1), beneficial owner, Hagedorn Partnership, L.P., +1 more

5 terms

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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.

Hagedorn Partnership, L.P. financial

"securities of the Issuer that are held by Hagedorn Partnership, L.P., a Delaware limited partnership"

pecuniary interest financial

"family members in whose holdings he may be deemed to have a pecuniary interest"

Form 4 Insider Transactions: What Each Field Means →

04/29/2026 - 11:16 AM

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)
04/28/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/31/2026		J	V	91.458	A	$54.67	66,813.8818	D
Common Shares	04/28/2026		F		5,897	D	$65.38	60,916.8818	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	04/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Scotts Miracle-Gro (SMG) report for Nathan Eric Baxter on April 28, 2026?

Scotts Miracle-Gro reported an F-code tax-withholding disposition for President and COO Nathan Eric Baxter involving 5,897 Common Shares at $65.38 per share. This satisfied obligations by delivering shares and left him holding 60,916.8818 Common Shares directly afterward.

Is the April 28, 2026 Scotts Miracle-Gro (SMG) insider transaction an open-market sale?

The April 28, 2026 entry is coded F, indicating a tax-withholding disposition rather than an open-market sale. Shares were delivered to cover an exercise price or tax liability, so it reflects a mechanistic settlement of obligations instead of a discretionary market trade.

How many Scotts Miracle-Gro (SMG) shares does Nathan Eric Baxter hold directly after these transactions?

Following the April 28, 2026 tax-withholding disposition, Nathan Eric Baxter directly holds 60,916.8818 Common Shares. After an earlier March 31, 2026 J-code “other” transaction, his direct holdings were 66,813.8818 shares, showing the later F-code entry reduced his direct position.

What is the J-code transaction reported for Scotts Miracle-Gro (SMG) on March 31, 2026?

On March 31, 2026, a J-code transaction labeled “other acquisition or disposition” was reported for 91.458 Common Shares at $54.67. This non-derivative event changed Nathan Eric Baxter’s direct holdings to 66,813.8818 shares immediately after that transaction.

What indirect Scotts Miracle-Gro (SMG) holdings does Nathan Eric Baxter report through Hagedorn Partnership, L.P.?

The filing states that 36,993 Common Shares are held indirectly through Hagedorn Partnership, L.P. This represents the aggregate proportionate interest of Nathan Eric Baxter and certain family members in the partnership’s holdings, for Exchange Act Rule 16a-1(a)(1) beneficial ownership purposes.

Does Nathan Eric Baxter qualify as a more than 10% beneficial owner of Scotts Miracle-Gro (SMG)?

The filing notes that, under Exchange Act Rule 16a-1(a)(1), Nathan Eric Baxter may be deemed a beneficial owner of more than 10% of Scotts Miracle-Gro Common Shares. This includes his interest in shares held by Hagedorn Partnership, L.P., where he is a general partner.