Scotts Miracle-Gro Insider Form 4 Shows 0.5% Stake Trim by 10% Owner

Rhea-AI Filing Summary

On 08/04/2025, Hagedorn Partnership, L.P.—a control entity for the Hagedorn family and therefore a 10% owner and related party to several directors/officers—reported two open-market sales of The Scotts Miracle-Gro Company (SMG) common stock.

• 38,314 shares sold at a weighted-average $62.14
• 31,686 shares sold at a weighted-average $62.45

Total shares disposed: 70,000, representing roughly 0.5 % of the Partnership’s direct position. Direct ownership moved from 13,344,274 to 13,274,274 shares. No derivative securities were involved and the filing does not reference a Rule 10b5-1 trading plan.

Additional indirect holdings were disclosed for CEO James Hagedorn (≈79.7 k shares, plus 29.4 k in a 401(k)), Director Katherine Hagedorn Littlefield (6.9 k), and COO Nathan Baxter (50.6 k). The sale size is modest relative to the family’s aggregate stake and appears routine, but it still signals net insider selling.

Positive

• None.

Negative

• 10 % owner and multiple insiders sold 70 k shares, marking the second straight disclosure period with net selling and introducing mild negative sentiment.

Insights

Equity Analyst

TL;DR

Small insider sale (0.5 % of stake) by 10 % owner; unlikely to shift fundamentals but mildly negative sentiment.

Details: The Partnership’s divestiture of 70 k shares generates ≈$4.4 m in proceeds. Remaining direct stake worth ≈$825 m at the sale price maintains strong alignment with shareholders. Lack of 10b5-1 language suggests discretionary selling, which can be interpreted cautiously, yet the minimal percentage change limits impact on float or control. No option exercises, no leverage reduction, and no guidance implications were disclosed.

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^*

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)
08/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/04/2025		S		38,314	D	$62.14(1)	13,305,960	D(3)
Common Shares	08/04/2025		S		31,686	D	$62.45(2)	13,274,274	D(3)
Common Shares								79,694.1493	I	See footnote(4)
Common Shares								29,413.378	I	See footnote(5)
Common Shares								6,940	I	See footnote(6)
Common Shares								50,602.6841	I	See footnote(7)

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

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)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HAGEDORN JAMES

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, CEO and President

1. Name and Address of Reporting Person^*

HAGEDORN KATHERINE LITTLEFIELD

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HAGEDORN ROBERT

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HAGEDORN SUSAN

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Baxter Nathan Eric

(Last) (First) (Middle)

C/O HAGEDORN PARTNERSHIP, L.P.

800 PORT WASHINGTON BOULEVARD

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and COO

Explanation of Responses:

1. The transaction was executed in multiple trades at prices ranging from $61.28 to $62.27 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 $62.28 to $62.61 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. 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.

4. Held directly by James Hagedorn.

5. Held indirectly by a 401(K) plan for James Hagedorn. Mr. Hagedorn is Chairman, Chief Executive Officer and President of the Issuer.

6. Held directly by Katherine Hagedorn Littlefield.

7. Held directly by Nathan Baxter. Mr. Baxter is Executive Vice President and Chief Operating Officer of the Issuer.

	/s/ Rob McMahon - Attorney-in-Fact for Hagedorn Partnership, L.P.	08/06/2025
	/s/ Rob McMahon - Attorney-in-Fact for James Hagedorn	08/06/2025
	/s/ Rob McMahon - Attorney-in-Fact for Katherine Hagedorn Littlefield	08/06/2025
	/s/ Rob McMahon - Attorney-in-Fact for Robert Hagedorn	08/06/2025
	/s/ Rob McMahon - Attorney-in-Fact for Susan Hagedorn	08/06/2025
	/s/ Rob McMahon - Attorney-in-Fact for Nathan Baxter	08/06/2025
	** Signature of Reporting Person	Date
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FAQ

How many SMG shares did insiders sell on 08/04/2025?

A total of 70,000 common shares were sold by Hagedorn Partnership, L.P.

At what prices were the Scotts Miracle-Gro shares sold?

Weighted-average sale prices were $62.14 and $62.45 per share.

What is the Partnership’s remaining direct ownership after the sale?

Direct holdings declined to 13,274,274 shares.

Did the filing mention a 10b5-1 trading plan?

No. The Form 4 does not indicate the sales were made under a Rule 10b5-1 plan.

Which insiders are involved in this Form 4 filing?

The filing covers Hagedorn Partnership, CEO James Hagedorn, directors Katherine, Robert and Susan Hagedorn, and COO Nathan Baxter.