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Scotts Miracle-Gro CEO disposes 12K shares for taxes

SCOTTS MIRACLE-GRO’s CEO reported shares withheld to cover exercise price or taxes and detailed his direct and partnership-related holdings.

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

SCOTTS MIRACLE-GRO CO (SMG) director, President and CEO Nathan Eric Baxter reported a Form 4 transaction involving common shares. On September 5, 2026, 12,023 common shares were delivered or withheld at $57.53 per share to pay an option exercise price or tax liability, leaving 78,442.5948 common shares held directly. He also reports an indirect holding representing a proportionate interest in 36,993 common shares through Hagedorn Partnership, L.P., in which he is a general partner and in which certain family members also hold interests. No Rule 10b5-1 trading plan is indicated.

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Insider Baxter Nathan Eric
Role President and CEO
Type Security Shares Price Value
Exercise Price or Tax Liability Common Shares 12,023 $57.53 $692K
holding Common Shares F1 -- -- --
Holdings After Transaction: Common Shares — 78,442.5948 shares (Direct); Common Shares — 36,993 shares (Indirect, HPLP)
Footnotes (1)
  1. F1. 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.
Shares delivered/withheld for exercise price or tax 12,023 common shares Payment of exercise price or tax liability on September 5, 2026
Per-share value for code F transaction $57.53 per share Value used for 12,023 common shares on September 5, 2026
Direct common shares following transaction 78,442.5948 common shares Direct holdings after September 5, 2026 transaction
Indirect common shares via Hagedorn Partnership, L.P. 36,993 common shares Aggregate proportionate interest reported as indirect ownership
Exercise price or tax liability transactions in this filing 1 transaction, 12,023 shares Summary of code F transactions reported
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 regulatory
"may be deemed, solely for purposes of determining whether he is a beneficial owner"
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
"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"

FAQ

What insider transaction did SMG’s CEO Nathan Eric Baxter report on this Form 4?

Nathan Eric Baxter reported that 12,023 common shares of SCOTTS MIRACLE-GRO CO were delivered or withheld on September 5, 2026 to pay an option exercise price or tax liability, at a reported value of $57.53 per share.

How many SCOTTS MIRACLE-GRO (SMG) shares does the CEO hold directly after this transaction?

After the September 5, 2026 transaction, Nathan Eric Baxter directly holds 78,442.5948 common shares of SCOTTS MIRACLE-GRO CO, as reported in the Form 4 filing.

What does the code F mean in the SMG CEO’s Form 4 transaction?

Transaction code F indicates payment of an option exercise price or tax liability by delivering or withholding securities. Here, 12,023 SMG common shares were used in this way at a reported value of $57.53 per share.

What indirect holdings in SMG shares does the CEO report through Hagedorn Partnership, L.P.?

Nathan Eric Baxter reports an indirect proportionate interest in 36,993 common shares of SCOTTS MIRACLE-GRO CO held by Hagedorn Partnership, L.P., a Delaware limited partnership in which he is a general partner and in which certain family members hold interests.

Is the SMG CEO’s reported ownership considered above 10% under the Exchange Act?

The footnote states that, under Exchange Act Rule 16a-1(a)(1), Nathan Eric Baxter may be deemed a beneficial owner of more than 10% of SMG common shares, based on securities held by Hagedorn Partnership, L.P., solely for purposes of that determination.

Was the SMG CEO’s September 5, 2026 transaction under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox as not affirmed, and there is no footnote stating that the September 5, 2026 transaction was made under a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares09/05/2026F12,023D$57.5378,442.5948D
Common Shares36,993IHPLP(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. Baxter09/09/2026
** Signature of Reporting PersonDate
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)

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