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.
Scotts Miracle-Gro Chairman and CEO James Hagedorn reported a disposition of 16,677 Common Shares of SCOTTS MIRACLE-GRO on February 3, 2026 at $63.69 per share under transaction code F. After this transaction, he directly holds 87,435.9728 Common Shares.
He also reports indirect holdings of 31,533.64 Common Shares through a 401(k) plan and 997,910 Common Shares indirectly through Hagedorn Partnership, L.P. The filing states he may be deemed a more than 10% beneficial owner based on his proportionate interest in this partnership.
Scotts Miracle-Gro executive Christopher Hagedorn reported a small share disposition. On 02/03/2026, a Form 4 filing shows 2,588 common shares of Scotts Miracle-Gro were disposed of at a price of $63.69 per share. Following this transaction, Hagedorn directly owned 57,527.4664 common shares of the company.
Scotts Miracle-Gro director David C. Evans reported a stock-based award conversion. On February 3, 2026, 336 common shares of Scotts Miracle-Gro were acquired at a price of $0 per share following the exercise of dividend equivalent rights tied to prior restricted stock unit awards.
After this transaction, Evans directly owned 28,060 common shares and 447 dividend equivalent rights. The filing reflects routine equity compensation activity, where previously granted restricted stock units and associated dividend equivalents convert into common shares on a one-for-one basis.
Scotts Miracle-Gro director Stephen L. Johnson reported acquiring 336 common shares on February 3, 2026 at no cost through the settlement of dividend equivalent rights tied to prior equity awards. After this transaction, he directly owns 31,127 common shares and 612 dividend equivalent rights.
Scotts Miracle-Gro executive Dimiter Todorov reported a disposition of company stock. On February 3, 2026, he reported the disposition of 2,254 common shares of Scotts Miracle-Gro at $63.69 per share. Following this transaction, he directly beneficially owned 19,014 common shares.
Todorov is an officer of Scotts Miracle-Gro, serving as EVP, CLO & Corporate Secretary, and filed this report as a single reporting person.
Scotts Miracle-Gro director Edith Aviles reported a share acquisition tied to equity awards. On February 3, 2026, 336 restricted stock units converted into 336 common shares at a price of $0 per share, reflecting a vesting event rather than an open-market purchase.
The filing also shows a related transaction in 336 dividend equivalent rights, which are linked to the same underlying common shares. After these transactions, Aviles directly holds 14,304 common shares and 447 dividend equivalent rights in Scotts Miracle-Gro.
Scotts Miracle-Gro executive Mark J. Scheiwer, EVP, CFO & CAO, reported an insider transaction involving company common shares. On 02/03/2026, he disposed of 612 common shares at $63.69 per share (transaction code F), a form of non-derivative disposition.
Following this transaction, Scheiwer directly beneficially owned 14,676.741 common shares. He also indirectly held an additional 493.482 common shares through a 401(k) plan, reflecting his retirement-plan stake in the company’s stock.
Scotts Miracle-Gro director Brian E. Sandoval reported the conversion of equity awards into common shares. On February 3, 2026, 336 dividend equivalent rights were exercised at $0 and delivered as 336 common shares.
Following this transaction, Sandoval directly held 18,723 common shares of Scotts Miracle-Gro and 636 dividend equivalent rights. The filing notes that restricted stock units convert into common shares on a one-for-one basis and references a prior grant of 2,553 restricted stock units with accruing dividend equivalent rights.
Scotts Miracle-Gro director Peter E. Shumlin reported an automatic conversion of 336 dividend equivalent rights into 336 common shares on February 3, 2026, at an exercise price of $0.
Following this transaction, he directly held 30,846 common shares and 692 dividend equivalent rights.
The Scotts Miracle-Gro Company reported a larger net loss as it moves to exit its Hawthorne business. For the quarter ended December 27, 2025, net sales from continuing operations were $354.4 million, down 3.3% from $366.6 million a year earlier, mainly from lower U.S. fertilizer, grass seed and controls volume partly offset by stronger soils sales and pricing.
Gross margin improved to 25.0% from 24.1% as higher pricing and lower manufacturing costs more than offset weaker volume. Loss from continuing operations narrowed to $47.8 million from $66.1 million due to better margins, lower restructuring charges, reduced SG&A and lower interest expense.
The company classified its Hawthorne business as held for sale and recorded a non‑cash pre‑tax charge of $104.8 million, driving discontinued operations loss of $77.2 million and total net loss of $125.0 million. Operating cash outflow improved to $370.4 million from $445.3 million, while total debt was $2,542.3 million and equity reflected a deficit of $500.6 million. The leverage ratio under its credit agreement was 4.03, below the 5.00 maximum covenant.