Scotts Miracle-Gro Insider Update: Hagedorn logs 1,301 phantom units

Rhea-AI Filing Summary

On 07/28/2025 Scotts Miracle-Gro (SMG) Chairman & CEO James Hagedorn filed a Form 4 reporting one derivative transaction.

• Security: Phantom stock units representing the cash value of one SMG common share each.
• Quantity acquired: 1,301.236 units (transaction code “A”).
• Reference price: $69.42 per unit.
• Post-transaction balance: 220,543.082 phantom stock units held directly.
• Payout terms: Units settle in cash after employment ends; the holder may switch to other investments at any time.

No non-derivative common shares were bought or sold, so the public float is unchanged. The filing records deferred-compensation accrual rather than open-market trading and therefore has limited direct market impact.

Positive

• Accrual of 1,301 additional phantom stock units increases the CEO’s deferred equity-linked exposure, modestly aligning incentives with shareholders.

Negative

• No actual common shares were purchased; the transaction does not add insider ownership of tradable stock or tighten SMG’s public float.

Insights

Securities Analyst

TL;DR: CEO credited with 1,301 phantom units; purely deferred pay, no common-share change, thus neutral signal for SMG investors.

The Form 4 shows routine compensation activity: James Hagedorn received 1,301.236 phantom stock units valued at $69.42, lifting his total to 220,543.082 units. Because phantom stock settles in cash and can be reallocated at the executive’s discretion, it neither affects share count nor represents an open-market purchase. Investors should view the event as administrative—confirming continued accrual of long-term incentive value rather than indicating bullish or bearish sentiment. Overall impact on SMG’s investment thesis is neutral.

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).

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)
07/28/2025

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)	07/28/2025		A		1,301.236		(2)	(2)	Common Shares	1,301.236	$69.42	220,543.082	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	07/29/2025
	** 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 activity did SMG report on 07/28/2025?

Chairman & CEO James Hagedorn was credited with 1,301.236 phantom stock units according to the Form 4 filing.

How many phantom stock units does James Hagedorn now hold in total?

After the transaction, he beneficially owns 220,543.082 phantom stock units.

What was the reference price for the phantom stock units?

The units were valued at $69.42 each on the transaction date.

Do phantom stock units impact SMG's share count?

No. Phantom stock settles in cash and does not alter the number of outstanding SMG common shares.

When are the phantom stock units payable to the executive?

They are paid out after termination of employment, although the executive may transfer them into other investments at any time.