Scotts (SMG) insider Nathan Baxter reports small open‑market purchase

Rhea-AI Filing Summary

Nathan Eric Baxter, President and COO and a director of The Scotts Miracle-Gro Company (SMG), reported a purchase on 08/25/2025 of 19.0186 common shares at a price of $52.58 per share. After the transaction the filing shows 50,708.5233 common shares beneficially owned (directly) and 36,993 shares held indirectly through Hagedorn Partnership, L.P., in which Baxter is a general partner. The filing was signed by an attorney-in-fact on 08/28/2025. The disclosure includes an explanatory note that the indirect holdings represent the reporting person’s proportionate interest in partnership-held shares.

Positive

• Insider purchase disclosed — reporting person acquired 19.0186 common shares at $52.58, signaling direct incremental ownership
• Clear disclosure of indirect holdings — 36,993 shares held through Hagedorn Partnership, L.P., with explanation of partnership interest

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider purchased a small stake at $52.58, increasing direct holdings and reaffirming existing partnership-linked ownership.

The Form 4 documents a routine, open-market acquisition of 19.0186 common shares by a senior executive and director. The size of the purchase is modest relative to total reported holdings (50,708.5233 direct, 36,993 indirect) and therefore unlikely to materially change ownership control or company valuation. The filing properly discloses indirect holdings through Hagedorn Partnership, L.P., which is relevant for calculating aggregate beneficial ownership under Rule 16.

Corporate Governance Expert

TL;DR: Disclosure appears complete for Rule 16 purposes; indirect partnership holdings are clearly noted.

The Form 4 includes required elements: reporting person identity and relationship to issuer, transaction date, number of shares acquired, price, post-transaction beneficial ownership, and explanatory remarks regarding partnership-held shares. The signature via attorney-in-fact is dated 08/28/2025. No indications of amendments or corrective disclosures are present in the available text.

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

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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^*

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)
08/25/2025

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	08/25/2025		J	V	19.0186	A	$52.58	50,708.5233	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	08/28/2025
	** 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

What did Nathan E. Baxter report on Form 4 for SMG?

He reported an acquisition on 08/25/2025 of 19.0186 common shares at $52.58 per share and disclosed post-transaction holdings.

How many SMG shares does Baxter beneficially own after the reported transaction?

50,708.5233 common shares directly and 36,993 shares indirectly through Hagedorn Partnership, L.P., per the filing.

What is the nature of Baxter’s indirect ownership in SMG?

The filing states indirect ownership results from Baxter’s role as a general partner in Hagedorn Partnership, L.P., representing his proportionate interest in partnership-held shares.

When was the Form 4 signed?

The Form 4 was signed by an attorney-in-fact on 08/28/2025 according to the filing.

Was the transaction likely part of a Rule 10b5-1 plan?

The filing does not state that the transaction was made pursuant to a Rule 10b5-1 plan; no such plan attribution is disclosed in the provided content.