Scotts Miracle-Gro (SMG) CEO awarded 3,000 phantom stock units as deferred pay

Rhea-AI Filing Summary

HAGEDORN JAMES reported acquisition or exercise transactions in this Form 4 filing.

Scotts Miracle-Gro Chairman & CEO James Hagedorn received a grant of 3,000.370 phantom stock units tied to common shares. The grant is valued at $65.11 per unit and increases his phantom stock holdings to 240,393.518 units. Each phantom unit represents the right to receive one common share or its cash value, generally payable in cash after his employment with the company ends.

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 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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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)
			Code	V	Amount	(A) or (D)	Price

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	(1)	03/26/2026		A		3,000.37		(2)	(2)	Common Shares	3,000.37	$65.11	240,393.518	D

Explanation of Responses:

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

2. 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	03/27/2026
	** 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)

FAQ

What insider transaction did Scotts Miracle-Gro (SMG) report for James Hagedorn?

Scotts Miracle-Gro reported that Chairman & CEO James Hagedorn received 3,000.370 phantom stock units. These units are a form of deferred compensation linked to the company’s common shares, rather than an open-market stock purchase or sale.

What is the size and value of James Hagedorn’s new phantom stock grant at SMG?

James Hagedorn was granted 3,000.370 phantom stock units at a reference value of $65.11 per unit. The grant increases his total phantom stock holdings to 240,393.518 units, representing additional deferred compensation tied to Scotts Miracle-Gro’s common shares.

How do the phantom stock units granted to SMG’s CEO work?

Each phantom stock unit granted to the CEO represents the right to receive one Scotts Miracle-Gro common share or its cash value. The units are generally paid out in cash after his employment ends, functioning as long-term, share-linked compensation rather than immediate stock ownership.

When will James Hagedorn receive payment for his Scotts Miracle-Gro phantom stock?

The phantom stock units are payable in cash after James Hagedorn’s employment with Scotts Miracle-Gro terminates. Until then, the units track the value of the company’s common shares, providing deferred, share-based compensation instead of current cash or stock.

Can Scotts Miracle-Gro’s CEO change his phantom stock investment allocation?

Yes. The filing states that James Hagedorn may transfer his phantom stock into an alternative investment at any time. This means he can reallocate the value of these deferred compensation units without triggering a standard stock market transaction.