Scotts Miracle-Gro (NYSE: SMG) COO logs minor share change

Rhea-AI Filing Summary

Scotts Miracle-Gro president and COO Nathan Eric Baxter reported an administrative change in his holdings of the company’s common shares. The Form 4 lists an “other transaction” involving 90.025 common shares at $55.54 per share, after which his directly held stake is shown as 66,722.4238 common shares.

The filing also updates indirect ownership information. It notes 36,993 common shares held through Hagedorn Partnership, L.P., a Delaware limited partnership where Baxter is a general partner. Under securities rules, he may be deemed a beneficial owner of a proportionate interest in those partnership-held 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Baxter Nathan Eric

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	90.025	A	$55.54	66,722.4238	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	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 does the latest Form 4 for Scotts Miracle-Gro (SMG) report about Nathan Baxter’s holdings?

The Form 4 shows Nathan Eric Baxter recorded an “other transaction” in 90.025 common shares at $55.54. After this update, his direct ownership is reported as 66,722.4238 Scotts Miracle-Gro common shares, with additional indirect holdings through a family partnership.

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

Following the reported transaction, Nathan Eric Baxter’s direct ownership is listed as 66,722.4238 Scotts Miracle-Gro common shares. This figure reflects his personal holdings only and excludes any indirect interests held through Hagedorn Partnership, L.P. or related family accounts.

What type of insider transaction is disclosed for SMG’s president and COO in this Form 4?

The filing classifies the event as an “other transaction” rather than a straightforward purchase or sale. It involves 90.025 common shares at $55.54, indicating a non-standard acquisition or disposition code J under insider reporting rules, without labeling it as a buy or sell.

How are Nathan Baxter’s indirect Scotts Miracle-Gro (SMG) holdings described in the Form 4?

The Form 4 notes an indirect interest in 36,993 common shares held by Hagedorn Partnership, L.P. Baxter is a general partner there and may be deemed a beneficial owner of a proportionate interest, including certain family members’ pecuniary interests in those partnership-held shares.

Does the SMG Form 4 indicate that Nathan Baxter is a more than 10% beneficial owner?

The filing explains that, solely for determining 10% beneficial ownership status, Baxter may be deemed to beneficially own securities held by Hagedorn Partnership, L.P. This is based on his role as a general partner and related family interests in the partnership’s common share holdings.

What role does Hagedorn Partnership, L.P. play in Nathan Baxter’s SMG share ownership?

Hagedorn Partnership, L.P. holds Scotts Miracle-Gro common shares in which Nathan Baxter and certain family members have pecuniary interests. Because he is a general partner, rules treat him as potentially beneficially owning a proportionate interest of the partnership’s 36,993 indirectly held common shares.