The Scotts Miracle-Gro Company filings document the formal record for a North American branded consumer lawn and garden company. Recent 8-K disclosures furnish operating results and financial condition, revised historical financial information reflecting Hawthorne as a discontinued operation, and the completed sale of The Hawthorne Gardening Company.
The filing record also covers capital structure and governance matters, including a senior secured credit agreement, shareholder approval of an amended and restated Long-Term Incentive Plan, forms of restricted stock unit, performance unit and stock option awards, and definitive proxy disclosures on annual meeting proposals and executive compensation.
Johnson Stephen L reported acquisition or exercise transactions in this Form 4 filing.
Scotts Miracle-Gro director Stephen L. Johnson received a grant of 138 Dividend Equivalent Rights on March 6, 2026. These rights were awarded at a price of $0.00 per right as a form of derivative-based compensation.
The dividend equivalent rights accrue on DSU or RSU grants and become exercisable proportionately with the DSUs or RSUs they relate to. Each right is the economic equivalent of one common share of Scotts Miracle-Gro. Following this award, Johnson directly holds a total of 750 Dividend Equivalent Rights.
Sandoval Brian E reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO director Brian E. Sandoval received an equity-related award. On the reported date, he was granted 151 dividend equivalent rights tied to existing deferred or restricted stock unit grants, at a stated price of $0 per right. Following this award, he holds 787 dividend equivalent rights, each economically equivalent to one common share.
Scheiwer Mark J reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, reported receiving a grant of 10.748 units of phantom stock on February 26, 2026. The award is recorded at a reference price of $69.78 per unit and is classified as a derivative security.
Each phantom stock unit represents the right to receive one common share of the company or the cash value of that share. The phantom stock is payable in cash after Scheiwer’s employment with the company ends, and he may move these units into an alternative investment at any time. Following this grant, he holds a total of 1,218.321 phantom stock units directly.
Scotts Miracle-Gro Chairman and CEO James Hagedorn reported an acquisition of phantom stock under an incentive arrangement. He was granted 1,194.235 phantom stock units at a reference price of $69.78 per unit, increasing his directly held phantom stock balance to 234,996.506 units.
Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or its cash value. According to the terms, the phantom stock is payable in cash after his employment with the company ends, and he may transfer these units into an alternative investment at any time.
SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, purchased 693 common shares in an open-market transaction at a price of $71.435 per share. After this purchase, he directly owned 15,369.741 common shares, with an additional 493.482 shares held indirectly through a 401(k) plan.
The Scotts Miracle-Gro Company filed an 8-K to reflect a major reporting change after deciding in the first quarter of fiscal 2026 that its Hawthorne business meets the criteria to be classified as held for sale. Hawthorne is now treated as a discontinued operation, and all prior periods have been recast accordingly.
The company furnished unaudited, revised GAAP and non-GAAP results for fiscal 2024 and 2025, including segment data and Adjusted EBITDA. For the twelve months ended September 30, 2025, revised net sales from continuing operations were $3,255.8 million, net income from continuing operations was $182.1 million, and Adjusted EBITDA was $569.7 million. The revised presentation increases the focus on the U.S. Consumer and Other businesses by removing Hawthorne’s results from continuing operations.
Hagedorn Partnership, L.P., a director and 10% owner of Scotts Miracle-Gro, reported an open-market sale of common shares. On 02/12/2026, the partnership sold 50,000 common shares at a weighted average price of $66.3987 per share, with trades ranging from $65.98 to $66.64. After this transaction, it beneficially owned 13,167,641 common shares directly.
A shareholder of a NYSE-listed company has filed a notice of proposed sale under Rule 144 for 50,000 shares of common stock. The filing lists an aggregate market value of $3,319,937.60 for these shares, based on the disclosure in the form.
The shares are to be sold through Merrill, 8890 Lyra Drive, 5th Floor, Columbus, OH 43240, with an approximate sale date of February 12, 2026 on the NYSE. The form notes that there were 58,039,753 shares outstanding of this class at the time of the notice.
The seller originally acquired the 50,000 common shares on June 16, 1995 via a partnership contribution from Community Fund & General Partnership, with payment made on the same date. The signer represents they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.
Scotts Miracle-Gro director Adam Hanft reported a routine equity award conversion. On February 3, 2026, he exercised dividend equivalent rights tied to restricted stock units, converting 336 Dividend Equivalent Rights into 336 Common Shares at a price of $0 per share. Following the transaction, he beneficially owned 45,018 Common Shares directly and 447 Dividend Equivalent Rights. The footnotes explain that restricted stock units convert into common shares on a one-for-one basis and reference a prior grant of 2,553 restricted stock units awarded on February 3, 2023 with vesting on February 3, 2024.
Scotts Miracle-Gro director Mark D. Kingdon reported an equity award transaction. On February 3, 2026, restricted stock units converted into 165 common shares at a price of $0, reflecting a vesting-related acquisition rather than an open-market purchase.
Following this transaction, Kingdon directly owns 11,658 common shares and 447 dividend equivalent rights. The filing notes that restricted stock units convert into common shares on a one-for-one basis and that he had been granted 1,497 restricted stock units with accruing dividend equivalent rights on July 13, 2023, vesting on February 3, 2024.