STOCK TITAN

[Form 4] The Scotts Miracle-Gro Company Insider Trading Activity

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Form 4 highlights: On 07/25/2025, President & COO Nathan E. Baxter—classified as a director, officer and >10 % owner—reported an acquisition of 86.8206 common shares of The Scotts Miracle-Gro Co. (SMG) at $57.59 per share under transaction code “J” (other, non-open-market). Following the transaction, Baxter’s direct holdings rise to 50,689.5047 shares; he also maintains 36,993 shares indirectly through Hagedorn Partnership L.P., where he is a general partner.

No derivative securities were involved and there were no dispositions. The filing notes that Baxter may be deemed a 10 % beneficial owner solely because of his proportional interest in the partnership. With total direct + indirect ownership of roughly 87.7 k shares, Baxter retains significant exposure to SMG’s equity.

Investor take-away: The purchase is modest (<0.2 % of his total stake) and administrative in nature, so market impact should be limited. Nonetheless, the direction of the trade is additive—slightly reinforcing management’s alignment with shareholders—but not large enough to be a strong bullish signal.

Positive

  • Insider increased direct ownership, signaling continued alignment with shareholders.
  • No shares were sold, avoiding potential negative perception of insider confidence.

Negative

  • Acquisition size is immaterial (<0.2 % of total holdings), limiting signaling power.
  • Transaction code “J” may indicate an administrative transfer rather than a discretionary open-market buy, reducing informational value.

Insights

TL;DR – Tiny insider add; immaterial but directionally positive.

Baxter’s 87-share acquisition adds roughly $5 k to a position already exceeding $5 m, suggesting routine equity maintenance rather than conviction buying. Transaction code J often reflects administrative transfers, limiting informational value. Because no shares were sold and holdings remain above the 10 % threshold, governance alignment is preserved. From a portfolio perspective, the event is not impactful to SMG’s fundamental outlook or valuation, but it does avoid negative sentiment that might accompany insider selling.

Insider Baxter Nathan Eric
Role President and COO
Type Security Shares Price Value
Other Common Shares 86.8206 $57.59 $5K
holding Common Shares -- -- --
Holdings After Transaction: Common Shares — 50,689.5047 shares (Direct); Common Shares — 36,993 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.

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

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FAQ

What did SMG insider Nathan E. Baxter report on his latest Form 4?

He acquired 86.8206 common shares at $57.59 on 07/25/2025 and now owns 50,689.5047 shares directly.

How many Scotts Miracle-Gro shares does Baxter hold after the transaction?

He holds 50,689.5047 shares directly and 36,993 shares indirectly via Hagedorn Partnership L.P.

What is transaction code “J” in a Form 4 filing?

Code “J” denotes other, non-open-market transactions such as transfers or administrative adjustments.

Does Baxter remain a 10 % owner of SMG after this filing?

Yes. His combined direct and indirect holdings still exceed 10 % of outstanding shares for reporting purposes.

Were any derivative securities reported in this Form 4?

No. Table II shows zero derivative transactions during the period.
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*
Baxter Nathan Eric

(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)
Director X 10% Owner
X Officer (give title below) Other (specify below)
President and COO
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025
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 07/25/2025 J V 86.8206 A $57.59 50,689.5047 D
Common Shares 36,993 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 Nathan E. Baxter 08/08/2025
** 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.