Scotts Miracle-Gro (NYSE: SMG) CEO discloses 1,595.606 phantom stock units

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company Chairman and CEO James Hagedorn reported a compensation-related transaction involving phantom stock tied to the company’s common shares. On 11/26/2025, he acquired 1,595.606 phantom stock units at a reference price of $56.61 per unit. Each phantom share represents the right to receive one common share of Scotts Miracle-Gro or the cash value of a share.

The phantom stock is payable in cash after his employment with the company ends, and he may transfer these units into an alternative investment at any time. Following this transaction, Hagedorn beneficially owned 229,099.179 derivative securities directly, reflecting his ongoing equity-linked stake in the company.

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

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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)
11/26/2025

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

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)	11/26/2025		A		1,595.606		(2)	(2)	Common Shares	1,595.606	$56.61	229,099.179	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	12/01/2025
	** 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 transaction did Scotts Miracle-Gro (SMG) report in this Form 4?

The filing reports that Chairman and CEO James Hagedorn acquired 1,595.606 shares of phantom stock tied to Scotts Miracle-Gro common shares on 11/26/2025.

What is the nature of the phantom stock reported by SMG’s CEO?

Each share of phantom stock represents the right to receive one Scotts Miracle-Gro common share or the cash value of one share, providing equity-linked compensation.

When will the Scotts Miracle-Gro (SMG) phantom stock be paid out?

The phantom stock units are payable in cash following the termination of James Hagedorn’s employment with Scotts Miracle-Gro.

Can the Scotts Miracle-Gro CEO change his phantom stock investment?

Yes. The filing states that the reporting person may transfer his phantom stock into an alternative investment at any time.

How many derivative securities does the Scotts Miracle-Gro CEO hold after this transaction?

After the reported transaction, James Hagedorn beneficially owned 229,099.179 derivative securities directly.

What was the reference price for the Scotts Miracle-Gro phantom stock units?

The phantom stock units were reported at a price of $56.61 per unit.

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

James Hagedorn is reported as a Director, 10% owner, and Officer, serving as Chairman and CEO of Scotts Miracle-Gro.