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 Company executive Christopher J. Hagedorn, who serves as EVP & Chief of Staff, reported a small increase in his direct ownership of company stock. On 11/28/2025, he acquired 4.693 common shares of Scotts Miracle-Gro at a price of $46.24 per share in a non-open-market transaction coded "J."
Following this transaction, Hagedorn now beneficially owns 60,106.7964 common shares of Scotts Miracle-Gro, held directly. The filing was made as a Form 4 for a single reporting person, documenting his updated ownership position for investors and regulators.
The Scotts Miracle-Gro Company Chairman and CEO James Hagedorn, who is also a director and more than 10% owner of SCOTTS MIRACLE-GRO CO (SMG), reported a small change in his holdings. On 11/28/2025, a transaction coded "J" added 43.253 common shares at a price of $46.24 per share to his directly held position.
After this transaction, Hagedorn beneficially owned 103,135.0688 common shares directly, plus 31,533.64 common shares held through a 401(k) plan and 997,910 common shares indirectly through Hagedorn Partnership, L.P., reflecting his proportionate and family-related interests. No derivative securities were reported in this filing.
The Scotts Miracle-Gro Company executive reports small share acquisition
A senior executive of The Scotts Miracle-Gro Company, serving as EVP, CFO & CAO, reported a minor change in his holdings of the company’s common shares. On 11/28/2025, he acquired 3.244 common shares at a price of $46.24 per share, reported under transaction code J, which is used for other types of acquisitions or transfers. Following this transaction, he beneficially owned 15,282.749 common shares in a direct account and 493.482 common shares through a 401(k) plan. This filing reflects routine insider ownership reporting rather than a major corporate event.
The Scotts Miracle-Gro Company Chairman and CEO James Hagedorn reported a compensation-related transaction involving phantom stock tied to the company’s common shares. On 11/26/2025, he acquired 1,595.606 phantom stock units at a reference price of $56.61 per unit. Each phantom share represents the right to receive one common share of Scotts Miracle-Gro or the cash value of a share.
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. Following this transaction, Hagedorn beneficially owned 229,099.179 derivative securities directly, reflecting his ongoing equity-linked stake in the company.
The Scotts Miracle-Gro Company executive reports new phantom stock awards. Executive Vice President, Chief Financial Officer and Chief Administrative Officer Mark J. Scheiwer, a reporting person for Scotts Miracle-Gro (SMG), reported two acquisitions of phantom stock tied to the company’s common shares. On 11/17/2025, he acquired 72.09 phantom stock units at a derivative security price of $56.07, bringing his total derivative securities beneficially owned to 1,163.244 units. On 11/26/2025, he acquired an additional 10.046 phantom stock units at a derivative security price of $56.61, increasing his holdings to 1,173.29 phantom stock units.
Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or its cash value, and these phantom shares are payable in cash after the end of Scheiwer’s employment. He may transfer his phantom stock into an alternative investment at any time.
The Scotts Miracle-Gro Company (SMG) filed its Form 10-K describing a branded lawn and garden business built around three segments: U.S. Consumer, Hawthorne (indoor and hydroponic gardening) and Other (primarily Canada). Key brands include Scotts, Miracle-Gro, Ortho, Tomcat and an exclusive agency to market Monsanto’s consumer Roundup products in the U.S. and certain other countries.
The business is highly seasonal, with more than 75% of annual North American consumer net sales occurring in the second and third fiscal quarters. The Home Depot and Lowe’s are critical partners, together accounting for 52% of fiscal 2025 net sales and 25% of accounts receivable as of September 30, 2025, creating concentration risk.
Scotts Miracle-Gro highlights exposure to volatile raw material, fuel and transportation costs and detailed regulatory oversight for pesticides, fertilizers, seeds, PFAS-related rules and packaging requirements. The company spent $34.8 million on research and development in fiscal 2025 and emphasizes human capital, ESG governance and safety programs across approximately 5,200 employees (about 6,900 at peak). As of November 21, 2025, there were 57,995,369 Common Shares outstanding.
The Scotts Miracle-Gro Company entered a Seventh Amended and Restated Credit Agreement providing new five-year senior secured loan facilities totaling $2.0 billion, made up of a $1.5 billion revolving credit facility and a $500 million term loan. The new agreement replaces the prior $2.5 billion credit facilities and extends the final maturity to November 21, 2030, with proceeds available for working capital, general corporate purposes and refinancing the former credit agreement.
Initial interest on U.S. dollar loans is set at either the Alternate Base Rate plus a 0.75% spread for ABR loans or Adjusted Term SOFR plus a 1.75% spread for benchmark loans, with a 0.30% commitment fee on unused revolver commitments until quarter-end financials for December 27, 2025 are delivered. The facilities are guaranteed by certain domestic subsidiaries and secured by first-priority liens on key assets and equity interests, and include financial covenants requiring a maximum leverage ratio of 5.00 to 1.00 and minimum interest coverage between 3.00 to 1.00 and 3.50 to 1.00. Restricted payments are capped at $225 million per fiscal year when leverage exceeds 4.0 to 1.0.
Hagedorn Partnership, L.P. and related family members have filed Amendment No. 8 to their Schedule 13D on The Scotts Miracle-Gro Company common shares. The Partnership reports beneficial ownership of 13,217,641 shares, representing 22.9% of the 57,738,577 shares outstanding as reported in a recent Form 10-Q.
The filing describes a Seventh Amended and Restated Partnership Agreement dated November 19, 2025, which allows partners, if elected by the general partners or class representatives, to sell allocated portions of their indirect interests in Scotts Miracle-Gro while prohibiting transfers that would reduce the Partnership’s holdings below 17% of the outstanding shares. The Partnership has pledged 1,100,000 shares as collateral under an existing credit agreement. The filing also notes early termination on March 6, 2025 of a Rule 10b5-1 plan that could have sold up to 250,000 shares, with no sales completed under that plan.
James Hagedorn, Chairman, CEO and more-than-10% owner of Scotts Miracle-Gro, received a grant of 41,353 common shares on November 13, 2025. On the same date, 18,216 shares were withheld to satisfy tax liabilities at $58.40 per share. After these transactions he holds 103,091.8158 common shares directly, plus indirect interests in 31,533.640 shares via a 401(k) plan and 997,910 shares through Hagedorn Partnership, L.P., reflecting his and certain family members’ proportionate interests.
Christopher J. Hagedorn, EVP & Chief of Staff of The Scotts Miracle-Gro Company, reported equity transactions in company common shares. On 11/13/2025, he acquired 12,258 common shares at a price of $0 per share and disposed of 6,232 common shares at a price of $58.4 per share. Following these transactions, he reported beneficial ownership of 60,102.1034 common shares, held directly.