Scotts Miracle-Gro Chairman Adds to Position in Latest Form 4

Rhea-AI Filing Summary

Scotts Miracle-Gro (SMG) – Form 4 filing for Chairman & CEO James Hagedorn

On 07/25/2025 Hagedorn acquired 34.7283 common shares (Transaction Code “J”, typically dividend reinvestment/other acquisition) at $57.59 per share. His direct holdings increased to 79,728.8776 shares.

He also reports

• 29,413.378 shares held indirectly through the company 401(k) plan
• 1,231,147 shares held indirectly via Hagedorn Partnership, L.P.

Hagedorn remains a director, Chairman & CEO, and >10% beneficial owner. No derivative transactions were reported.

The acquisition is immaterial in size (≈ 0.04% of total direct + indirect stake) but reinforces an insider buying, rather than selling, signal.

Positive

• Insider acquisition: CEO James Hagedorn bought shares rather than selling, indicating continued alignment with common shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small insider buy, immaterial to float, modestly positive sentiment.

Hagedorn’s 34-share acquisition adds only ~$2k to his already large position (>1.3 M shares). The “J” code indicates automatic or non-open-market purchase, so price discovery impact is minimal. Still, the absence of selling by a long-tenured CEO can be viewed as a soft confidence signal, especially after recent share weakness. From a liquidity perspective the trade is immaterial; therefore market impact should be negligible.

Corporate Governance Expert

TL;DR: Filing shows accurate disclosure; no governance red flags.

The Form 4 complies with Section 16 reporting timelines and correctly aggregates indirect interests through the Hagedorn Partnership and 401(k). No complex derivatives or accelerated sales are present, lowering governance risk. Investors should note Hagedorn’s >10% status continues, preserving alignment but also high insider influence on shareholder votes.

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 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)
07/25/2025

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	34.7283	A	$57.59	79,728.8776	D
Common Shares								29,413.378	I	By 401(K) Plan
Common Shares								1,231,147	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 James Hagedorn	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.

FAQ

How many SMG shares did CEO James Hagedorn buy on 07/25/2025?

He acquired 34.7283 common shares at $57.59 each.

What is Hagedorn’s total direct ownership in Scotts Miracle-Gro after the transaction?

Direct holdings stand at 79,728.8776 shares.

Does Hagedorn hold SMG shares indirectly?

Yes. He reports 29,413.378 shares via the company 401(k) and 1,231,147 shares through Hagedorn Partnership, L.P.

Was any derivative security activity reported in this Form 4?

No. Table II lists no derivative transactions for the reporting period.

What does Transaction Code “J” signify?

Code “J” indicates an other acquisition, often dividend reinvestment or similar non-open-market purchase.

Is the transaction material to SMG’s share count?

No. The purchase is immaterial relative to both Hagedorn’s holdings and SMG’s overall float.