Scotts Miracle-Gro president receives 59,298 stock options

Scotts Miracle-Gro President and COO Nathan Eric Baxter, who is also reported as a more than 10% owner, reported new equity awards and updated holdings.

Accepted by SEC EDGAR 02/03/2026 - 07:23 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Scotts Miracle-Gro President and COO Nathan Eric Baxter, who is also reported as a more than 10% owner, reported new equity awards and updated holdings. On January 30, 2026, he received a stock option for 59,298 common shares at an exercise price of $64.22 per share, expiring between January 30, 2029 and January 30, 2036.

The filing also shows a transaction coded "J" for 96.284 common shares at a price of $51.93 per share, after which Baxter directly held 66,632.3988 common shares. In addition, 36,993 common shares are reported as indirectly owned through Hagedorn Partnership, L.P., where he is a general partner and may be deemed to have a proportionate beneficial interest under the SEC’s Rule 16a-1(a)(1).

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Baxter Nathan Eric

Role President and COO

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (right to buy)	59,298	$0.00	$0.00
Other	Common Shares	96.284	$51.93	$5K
Holding	Common Shares	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 59,298 contracts (Direct); Common Shares — 66,632.3988 shares (Direct); Common Shares — 36,993 shares (Indirect, HPLP)

Holdings Before and After: Stock Option (right to buy), 0 to 59,298 contracts (Direct)

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.

FAQ

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What did Scotts Miracle-Gro (SMG) executive Nathan Eric Baxter report in this Form 4?

Nathan Eric Baxter reported receiving a stock option for 59,298 Scotts Miracle-Gro common shares and a separate transaction involving 96.284 common shares. The filing also updates his direct and indirect ownership positions following these equity-related changes.

How many Scotts Miracle-Gro stock options did Nathan Eric Baxter receive?

He received a stock option covering 59,298 Scotts Miracle-Gro common shares. The option has an exercise price of $64.22 per share and is scheduled to expire on January 30, 2036, with exercisability starting January 30, 2029.

What common share transaction did Nathan Eric Baxter report on January 30, 2026?

He reported a transaction coded "J" for 96.284 Scotts Miracle-Gro common shares at a price of $51.93 per share. After this transaction, his directly held common share balance increased to 66,632.3988 shares, according to the filing.

What are Nathan Eric Baxter’s direct and indirect SMG share holdings after the reported transactions?

Following the reported transactions, he directly held 66,632.3988 Scotts Miracle-Gro common shares. The filing also lists 36,993 common shares as indirectly owned through Hagedorn Partnership, L.P., reflecting his proportionate beneficial interest in that partnership’s holdings.

How is Hagedorn Partnership, L.P. related to Nathan Eric Baxter’s Scotts Miracle-Gro ownership?

Hagedorn Partnership, L.P. holds Scotts Miracle-Gro common shares in which Baxter has a proportionate beneficial interest. As a general partner, he may be deemed a beneficial owner of these shares under Exchange Act Rule 16a-1(a)(1), solely for 10% ownership determination purposes.

What roles does Nathan Eric Baxter hold at Scotts Miracle-Gro (SMG)?

Nathan Eric Baxter is identified as President and Chief Operating Officer of Scotts Miracle-Gro and is also classified as a more than 10% owner. These roles are disclosed in the Form 4, along with his updated equity and share ownership information.

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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 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)
01/30/2026

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	01/30/2026		J	V	96.284	A	$51.93	66,632.3988	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
Stock Option (right to buy)	$64.22	01/30/2026		A		59,298		01/30/2029	01/30/2036	Common Shares	59,298	$0	59,298	D

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	02/03/2026
	** 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.