Scotts (SMG) Insider Filing: Hagedorn Adds Phantom Units, Discloses Partnership Holdings
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock | 1,432.882 | $63.04 | $90K |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| Other | Common Shares | 38.037 | $52.58 | $2K |
Footnotes (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. 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.
