SMG Form 4: Hagedorn Partnership Discloses 56,633-Share Sale on 09/05/2025

Rhea-AI Filing Summary

Hagedorn Partnership, L.P., a director and reported 10% owner of The Scotts Miracle-Gro Company (SMG), reported multiple sales of common stock on 09/05/2025. The Form 4 shows three sale transactions totaling 56,633 shares: 41,979 shares at a weighted average price of $62.73, 11,806 shares at $63.69, and 2,848 shares at $64.52. After these sales the reported beneficial holdings remained above 13.2 million shares as held by the Hagedorn Partnership.

The filing states the shares are held indirectly by the Hagedorn Partnership and names the partnership's general partners, who disclaim beneficial ownership except for pecuniary interest. The Form 4 was signed by an attorney-in-fact on behalf of the partnership on 09/08/2025. Detailed per-trade breakdowns are available upon request per the filing.

Positive

• Transparent disclosure of three open-market sales with weighted-average prices and an offer to provide per-trade detail upon request
• Substantial retained holding: the Hagedorn Partnership still reports more than 13.2 million shares after the transactions

Negative

• Insider sales totaling 56,633 shares on 09/05/2025, which represent a reduction in the reported position
• No 10b5-1 plan indicated in the provided content, so timing appears to be ad hoc rather than pursuant to a disclosed written plan

Insights

Financial Analyst

TL;DR: Insider sales of 56,633 SMG shares were disclosed; the partnership still reports >13.2M shares, keeping a large holding intact.

The disclosed transactions are straightforward open-market sales executed on 09/05/2025 across multiple price points with weighted averages disclosed. Aggregate shares sold (56,633) and the retained position (>13.2 million shares) are the key figures investors can verify. The filing provides required transparency and notes per-trade detail is available to regulators or holders on request. Without additional context on total outstanding shares or planned selling programs, the market impact and materiality relative to ownership percentage cannot be determined from this Form 4 alone.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure was made by an affiliated partnership; general partners disclaim full beneficial ownership except for pecuniary interest.

The Form 4 identifies the reporting entity as Hagedorn Partnership, L.P., checked as a director and 10% owner, and clarifies indirect ownership and the disclaimer language for general partners. The filing was signed by an attorney-in-fact, fulfilling signature requirements. Governance-wise, the document meets Form 4 content and explanatory requirements. The form does not indicate a 10b5-1 plan; a box for such plans would have been checked if applicable, and it is not checked in the provided content.

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 Partnership, L.P.

(Last) (First) (Middle)

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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	09/05/2025		S		41,979	D	$62.73(1)	13,232,295	D(4)
Common Shares	09/05/2025		S		11,806	D	$63.69(2)	13,220,489	D(4)
Common Shares	09/05/2025		S		2,848	D	$64.52(3)	13,217,641	D(4)

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. The transaction was executed in multiple trades at prices ranging from $62.22 to $63.21. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.

2. The transaction was executed in multiple trades at prices ranging from $63.22 to $64.21. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.

3. The transaction was executed in multiple trades at prices ranging from $64.21 to $64.78. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.

4. Held by the Hagedorn Partnership, L.P. (the "Hagedorn Partnership"). James Hagedorn, Katherine Hagedorn Littlefield, Peter Hagedorn, Robert Hagedorn, and Susan Hagedorn are the general partners of the Hagedorn Partnership. Each of the general partners disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.

	/s/ Rob McMahon, Attorney-in-Fact for Hagedorn Partnership, L.P.	09/08/2025
	** 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).
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FAQ

What insider transactions were reported for SMG on 09/05/2025?

The Form 4 reports three sales totaling 56,633 shares executed on 09/05/2025 at weighted-average prices of $62.73, $63.69, and $64.52.

Who filed the Form 4 for SMG and what is their relationship to the company?

The filing was made by Hagedorn Partnership, L.P., identified as a director and a 10% owner of The Scotts Miracle-Gro Company.

How many shares did the Hagedorn Partnership report owning after the sales?

After the reported transactions the Form 4 shows beneficial ownership figures of 13,232,295, 13,220,489, and 13,217,641 shares in the respective lines, held indirectly by the partnership.

Was the sale executed under a 10b5-1 plan according to the filing?

No box indicating a transaction pursuant to a 10b5-1(c) plan is checked in the provided content.

Who signed the Form 4 and when?

The Form 4 was signed by Rob McMahon, Attorney-in-Fact for Hagedorn Partnership, L.P. on 09/08/2025.