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Scotts Miracle-Gro (SMG) Form 4: Hagedorn Adds 2,298 Phantom Units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

James Hagedorn, Chairman & CEO of The Scotts Miracle-Gro Company (SMG), reported acquiring 2,297.999 units of phantom stock on 09/05/2025. Each phantom share represents the right to one common share or its cash value. The reported acquisition was at a per-unit reference price of $63.341 and increases Hagedorn's beneficial ownership to 224,273.963 common shares. The phantom shares are payable in cash following termination of employment, and the reporting person may transfer the phantom stock into an alternative investment at any time. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Hagedorn on 09/09/2025.

Positive

  • Acquisition reported: 2,297.999 phantom stock units acquired, indicating added reported beneficial interest.
  • Clear payout terms: Phantom shares are payable in cash following termination and may be transferred into alternative investments.

Negative

  • None.

Insights

TL;DR: The CEO acquired 2,297.999 phantom stock units, increasing reported beneficial ownership to 224,273.963 shares; payout is cash-settled at termination.

The transaction is a non-derivative acquisition of phantom stock units dated 09/05/2025. Each unit equates to one common share or cash value, and the Form 4 discloses a reference price of $63.341 per unit. The units are payable in cash after employment termination, and the holder may transfer them into an alternative investment prior to payout. This filing is a routine insider reporting of compensation-related equity rather than an open-market purchase or sale.

TL;DR: Insider received 2,297.999 phantom units; the filing documents a compensation-related grant with cash settlement terms.

The Form 4 shows a granted/acquired amount of 2,297.999 phantom stock units, with the reporting person retaining a total beneficial ownership of 224,273.963 common shares after the transaction. The instrument is described as payable in cash upon termination and transferable into alternative investments. No open-market purchase, sale, or change in outstanding common shares is reported here; the entry appears to reflect a compensation vehicle rather than immediate equity transfer.

Insider HAGEDORN JAMES
Role Chairman & CEO
Type Security Shares Price Value
Grant/Award Phantom Stock 2,297.999 $63.341 $146K
Holdings After Transaction: Phantom Stock — 224,273.963 shares (Direct)
Footnotes (1)
  1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof. 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.
Form 4 Insider Transactions: What Each Field Means →
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)
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
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) 09/05/2025 A 2,297.999 (2) (2) Common Shares 2,297.999 $63.341 224,273.963 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 09/09/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did James Hagedorn report on Form 4 for SMG?

He reported acquiring 2,297.999 phantom stock units on 09/05/2025, increasing his beneficial ownership to 224,273.963 common shares.

Are the phantom stock units convertible to actual SMG shares?

Each phantom stock unit represents the right to one common share or the cash value thereof, per the Form 4 disclosure.

What price is shown for the phantom stock units?

The reported price reference is $63.341 per unit.

When are the phantom stock units payable?

Shares of phantom stock are payable in cash following termination of the reporting person's employment.

Did the Form 4 indicate who signed the filing?

The Form 4 was signed by Kathy L. Uttley as attorney-in-fact for James Hagedorn on 09/09/2025.