[Form 4] The Scotts Miracle-Gro Company Insider Trading Activity

Rhea-AI Filing Summary

James Hagedorn, Chairman & CEO of The Scotts Miracle-Gro Company (SMG), reported insider transactions on Form 4. The filing shows two recent transactions: on 08/25/2025 a non-derivative entry records 38.0373 common shares acquired at $52.58, and on 08/26/2025 the reporting person acquired 1,432.882 units of phantom stock with an indicated price of $63.04 that each represent the right to one common share. The form discloses beneficial ownership across direct and indirect holdings, including 29,413.378 shares via a 401(k) plan and an indirect interest in 997,910 shares held by Hagedorn Partnership, L.P. The phantom stock units are payable in cash following termination of employment and may be transferred into an alternative investment at any time. The filing was signed by an attorney-in-fact on behalf of Mr. Hagedorn.

Positive

• Reported small acquisition of common shares (38.0373 shares at $52.58), indicating continued executive economic exposure
• Receipt of phantom stock units (1,432.882 units at $63.04) that align executive compensation with company performance
• Transparent disclosure of indirect holdings including 29,413.378 shares via a 401(k) and 997,910 shares held by Hagedorn Partnership, L.P.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider made small direct purchase and received phantom stock, while substantial indirect holdings remain with a partnership.

The Form 4 documents modest incremental acquisitions by James Hagedorn alongside significant indirect ownership through Hagedorn Partnership, L.P. The non-derivative line shows 38.0373 common shares acquired at $52.58, reflecting a routine small-scale purchase or adjustment. The derivative entry records 1,432.882 phantom stock units valued at $63.04 each; these units convert to cash after employment termination rather than immediate equity, so they do not dilute outstanding shares but preserve executive economic exposure to the share price. Reporting of 29,413.378 shares in a 401(k) and 997,910 shares held indirectly is material to overall ownership calculations and explains the reporting person’s >10% status.

Corporate Governance Expert

TL;DR: Transactions are disclosure-driven and consistent with executive compensation mechanics, not an unusual governance event.

The filing clarifies that phantom stock awarded to the reporting person is payable in cash upon termination and can be moved into an alternative investment, which is a common long-term compensation arrangement. The explanation also notes aggregation of family/partnership interests for Section 16 purposes, which is standard practice for determining >10% beneficial ownership. There are no disclosed unusual transfers, sales of large blocks, or other governance red flags in the record provided.

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)
08/26/2025

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	38.0373	A	$52.58	79,766.9149	D
Common Shares								29,413.378	I	By 401(K) Plan
Common Shares								997,910	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
Phantom Stock	(2)	08/26/2025		A		1,432.882		(3)	(3)	Common Shares	1,432.882	$63.04	221,975.964	D

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.

2. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

3. 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	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 transactions did James Hagedorn report on Form 4 for SMG?

He reported acquiring 38.0373 common shares at $52.58 on 08/25/2025 and acquiring 1,432.882 phantom stock units at $63.04 on 08/26/2025.

How many shares does James Hagedorn beneficially own according to this filing?

The filing discloses 79,766.9149 shares beneficially owned following the non-derivative transaction plus indirect interests of 29,413.378 shares via a 401(k) and 997,910 shares held by Hagedorn Partnership, L.P.

What is the nature of the phantom stock reported by Hagedorn?

Each phantom stock unit represents the right to one common share or its cash value, and the units are payable in cash following termination of employment; they may be transferred into an alternative investment at any time.

Does the phantom stock issuance immediately increase outstanding shares?

No. The filing states phantom units represent a right to cash or shares later and are recorded as derivative-style compensation rather than immediate issuance of common stock.

Who signed the Form 4 on behalf of James Hagedorn?

Kathy L. Uttley signed as attorney-in-fact for James Hagedorn on 08/28/2025.