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Scotts Miracle-Gro CEO granted 41,353 shares

James Hagedorn, Chairman, CEO and more-than-10% owner of Scotts Miracle-Gro, received a grant of 41,353 common shares on November 13, 2025.

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

James Hagedorn, Chairman, CEO and more-than-10% owner of Scotts Miracle-Gro, received a grant of 41,353 common shares on November 13, 2025. On the same date, 18,216 shares were withheld to satisfy tax liabilities at $58.40 per share. After these transactions he holds 103,091.8158 common shares directly, plus indirect interests in 31,533.640 shares via a 401(k) plan and 997,910 shares through Hagedorn Partnership, L.P., reflecting his and certain family members’ proportionate interests.

Positive

  • None.

Negative

  • None.
Insider HAGEDORN JAMES
Role Chairman & CEO
Type Security Shares Price Value
Grant/Award Common Shares 41,353 $0.00 $0.00
Exercise Price or Tax Liability Common Shares 18,216 $58.40 $1.06M
holding Common Shares -- -- --
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 103,091.8158 shares (Direct); Common Shares — 31,533.64 shares (Indirect, By 401(K) Plan); Common Shares — 997,910 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.
Share grant 41,353 common shares Non-derivative grant on November 13, 2025
Tax withholding shares 18,216 common shares Shares delivered to satisfy tax liabilities
Tax withholding price $58.40 per share Value used for tax-withholding disposition
Direct holdings after transaction 103,091.8158 common shares Post-transaction direct ownership
Indirect 401(k) holdings 31,533.640 common shares Held indirectly via 401(k) plan
Indirect partnership holdings 997,910 common shares Interests through Hagedorn Partnership, L.P.
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 financial
"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..."
401(K) Plan financial
"nature_of_ownership" : "By 401(K) Plan""
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
Hagedorn Partnership, L.P. financial
"securities of the Issuer that are held by Hagedorn Partnership, L.P., a Delaware limited partnership..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

James Hagedorn received 41,353 common shares as a grant on November 13, 2025, and 18,216 shares were withheld to satisfy tax liabilities at $58.40 per share. The report also updates his direct and indirect post-transaction share holdings.

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

Following the reported grant and tax withholding, James Hagedorn directly holds 103,091.8158 common shares. This figure represents his post-transaction direct ownership and is reported alongside his additional indirect interests through a 401(k) plan and a family partnership.

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

James Hagedorn reports indirect interests in 31,533.640 common shares via a 401(k) plan and 997,910 common shares through Hagedorn Partnership, L.P. The partnership amount reflects his and certain family members’ aggregate proportionate interests in those shares.

How is Hagedorn Partnership, L.P. described in relation to Scotts Miracle-Gro (SMG) shares?

Hagedorn Partnership, L.P. is described as a Delaware limited partnership in which James Hagedorn is a general partner. He may be deemed a more-than-10% beneficial owner of Scotts Miracle-Gro based on the partnership’s holdings and related family interests.

What regulatory standard is cited for James Hagedorn’s beneficial ownership in Scotts Miracle-Gro (SMG)?

The disclosure cites Exchange Act Rule 16a-1(a)(1) in describing how James Hagedorn may be deemed a more-than-10% beneficial owner of Scotts Miracle-Gro, based on securities held by Hagedorn Partnership, L.P. and related family interests.

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

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Learn about SEC filing dates
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.

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