Scotts Miracle-Gro (SMG) CEO reports 16,677-share insider disposition

Rhea-AI Filing Summary

Scotts Miracle-Gro Chairman and CEO James Hagedorn reported a disposition of 16,677 Common Shares of SCOTTS MIRACLE-GRO on February 3, 2026 at $63.69 per share under transaction code F. After this transaction, he directly holds 87,435.9728 Common Shares.

He also reports indirect holdings of 31,533.64 Common Shares through a 401(k) plan and 997,910 Common Shares indirectly through Hagedorn Partnership, L.P. The filing states he may be deemed a more than 10% beneficial owner based on his proportionate interest in this partnership.

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
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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 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)
02/03/2026

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	02/03/2026		F		16,677	D	$63.69	87,435.9728	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	02/05/2026
	** 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.

FAQ

What insider transaction did James Hagedorn report for SMG?

James Hagedorn reported disposing of 16,677 Common Shares of Scotts Miracle-Gro on February 3, 2026 at $63.69 per share under transaction code F. This is a Form 4 filing reflecting a non-derivative transaction in company stock.

How many Scotts Miracle-Gro shares does James Hagedorn hold after this Form 4?

Following the reported transaction, James Hagedorn directly holds 87,435.9728 Common Shares of Scotts Miracle-Gro. The Form 4 also lists additional indirect holdings through a 401(k) plan and a limited partnership associated with him and certain family members.

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

The filing shows 31,533.64 Common Shares held indirectly through a 401(k) plan and 997,910 Common Shares held indirectly through Hagedorn Partnership, L.P.. These positions are reported as indirect beneficial ownership interests in Scotts Miracle-Gro stock.

Why is James Hagedorn considered a more than 10% owner of SMG?

Under Exchange Act Rule 16a-1(a)(1), he may be deemed a more than 10% beneficial owner based on securities held by Hagedorn Partnership, L.P.. The Form 4 explains this reflects his aggregate proportionate interest and certain family members’ pecuniary interests in that partnership.

What does transaction code F mean in the SMG Form 4 filing?

Transaction code F identifies the reported move as a disposition of shares related to an existing equity position, rather than an open-market purchase. In this case, it covers the 16,677 Common Shares of Scotts Miracle-Gro disposed of at $63.69 per share.

Who signed the Scotts Miracle-Gro Form 4 for James Hagedorn?

The Form 4 was signed by /s/ Kathy L. Uttley acting as attorney-in-fact for James Hagedorn on February 5, 2026. This indicates the filing was submitted under a power of attorney arrangement on behalf of the reporting person.