SMG insider Form 4 shows 41,353-share award and tax share sale

Rhea-AI Filing Summary

Scotts Miracle-Gro (SMG) Chairman & CEO, who is also a director and more than 10% owner, reported changes in his ownership of common shares. On 11/13/2025, he acquired 41,353 common shares at a stated price of $0, which typically reflects a stock award or similar non-cash grant. On the same date, he disposed of 18,216 common shares at $58.4 per share in a transaction coded “F,” indicating shares were withheld, commonly for taxes on an award.

Following these transactions, he directly held 121,307.8158 common shares and additional indirect holdings, including 31,533.64 common shares through a 401(k) plan and 997,910 common shares through Hagedorn Partnership, L.P., in which he is a general partner. For purposes of determining 10% ownership, he may be deemed a beneficial owner of shares held by this partnership.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider HAGEDORN JAMES

Role Chairman & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	41,353	$0.00	--
Tax Withholding	Common Shares	18,216	$58.40	$1.06M
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 121,307.816 shares (Direct); Common Shares — 31,533.64 shares (Indirect, By 401(K) Plan)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

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)
11/13/2025

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	11/13/2025		A		41,353	A	$0	121,307.8158	D
Common Shares	11/13/2025		F		18,216	D	$58.4	103,091.8158	D
Common Shares								31,533.64	I	By 401(K) Plan
Common Shares								997,910	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 James Hagedorn	11/17/2025
	** 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 insider transactions did SMG's Chairman & CEO report on this Form 4?

The Chairman & CEO of Scotts Miracle-Gro (SMG) reported acquiring 41,353 common shares at $0 and disposing of 18,216 common shares at $58.4 per share on 11/13/2025.

How many SMG shares does the reporting person own directly after the reported transactions?

After the reported transactions, the reporting person directly owns 121,307.8158 common shares of Scotts Miracle-Gro.

What indirect holdings of SMG shares does the reporting person have?

The reporting person has 31,533.64 common shares indirectly through a 401(k) plan and 997,910 common shares indirectly through Hagedorn Partnership, L.P.

Why is the reporting person considered a more than 10% owner of SMG?

Under Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed a more than 10% beneficial owner because he is a general partner of Hagedorn Partnership, L.P., which holds common shares, and he and certain family members have proportionate interests in those shares.

What does transaction code "F" mean for the SMG Form 4 entry?

Transaction code "F" on the Form 4 indicates a disposition of 18,216 common shares in connection with the payment of taxes, typically shares withheld upon vesting or exercise of an equity award.

Is the SMG Form 4 filed by one reporting person or multiple people?

The filing is indicated as a Form filed by One Reporting Person for Scotts Miracle-Gro (SMG).

What roles does the reporting person hold at Scotts Miracle-Gro (SMG)?

The reporting person is a Director, a more than 10% Owner, and an Officer serving as Chairman & CEO of Scotts Miracle-Gro.