Scotts Miracle-Gro (NYSE: SMG) CEO details stock, phantom units and ownership

Rhea-AI Filing Summary

Scotts Miracle-Gro Company Chairman and CEO James Hagedorn, a director and more than 10% owner, reported several equity transactions in company common shares. On January 2, 2026, 941.612 phantom stock units were settled for the same number of common shares, and 42.377 shares were disposed of, typically reflecting shares withheld to cover obligations. A prior credit of 41.391 common shares on December 31, 2025, is also reported.

Following these transactions, Hagedorn beneficially owned 104,116.8368 common shares directly, 31,533.64 shares through a 401(k) plan, and 997,910 shares indirectly through Hagedorn Partnership, L.P. He also continued to hold 232,473.157 phantom stock units, each economically equivalent to one common share, which are payable in cash following termination of employment or may be moved into alternative investments.

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)
01/02/2026

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	12/31/2025		J	V	41.391	A	$48.32	103,176.4598	D
Common Shares	01/02/2026		M		940.377	A	(1)	104,116.8368	D
Common Shares	01/02/2026		F		42.377	D	$59.376	104,074.4598	D
Common Shares								31,533.64	I	By 401(K) Plan
Common Shares								997,910	I	HPLP(2)

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	(3)	01/02/2026		M			941.612	(4)	(4)	Common Shares	941.612	$0	232,473.157	D

Explanation of Responses:

1. Each phantom stock unit was the economic equivalent of one share of Issuer's common shares. On January 2, 2026, the reporting person's phantom stock units were settled for an equal number of shares of Issuer's common shares.

2. 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.

3. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

4. 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	01/06/2026
	** 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).
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FAQ

What insider transactions did Scotts Miracle-Gro (SMG) CEO James Hagedorn report?

James Hagedorn reported settlement of 941.612 phantom stock units into common shares and the disposition of 42.377 common shares on January 2, 2026, along with a credit of 41.391 common shares on December 31, 2025.

How many Scotts Miracle-Gro (SMG) shares does James Hagedorn own directly after these transactions?

After the reported transactions, James Hagedorn beneficially owned 104,116.8368 Scotts Miracle-Gro common shares directly.

What indirect holdings in Scotts Miracle-Gro (SMG) does James Hagedorn report?

Hagedorn reported indirect ownership of 31,533.64 common shares through a 401(k) plan and 997,910 common shares through Hagedorn Partnership, L.P.

What are the phantom stock units reported by the Scotts Miracle-Gro (SMG) CEO?

Each phantom stock unit is the economic equivalent of one common share. On January 2, 2026, 941.612 units were settled into the same number of common shares, and Hagedorn continued to hold 232,473.157 phantom stock units.

How and when are Scotts Miracle-Gro (SMG) phantom stock units payable to James Hagedorn?

The phantom stock units are payable in cash following termination of Hagedorn's employment with the company, and he may transfer them into an alternative investment at any time.

Why is James Hagedorn considered a more than 10% owner of Scotts Miracle-Gro (SMG)?

Under Exchange Act Rule 16a-1(a)(1), Hagedorn may be deemed a more than 10% beneficial owner because of his proportionate interest in common shares held by Hagedorn Partnership, L.P., where he is a general partner.