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 (SMG) – Form 4 filing: On 07/25/2025, EVP & Chief of Staff Christopher J. Hagedorn reported acquiring 3.768 common shares (transaction code J) at $57.59 per share. Following the immaterial purchase, his direct beneficial ownership stands at 54,055.2897 shares. No derivative transactions or additional comments were disclosed.
Scotts Miracle-Gro (SMG) – Form 4 filing: EVP, CFO & CAO Mark J. Scheiwer reported a Code J acquisition on 07/25/2025. He acquired 2.6046 common shares at $57.59, raising his direct holding to 8,336.837 shares. He also holds 433.874 shares indirectly through the company’s 401(k) plan. The filing records no derivative transactions and shows no dispositions. The transaction appears routine and immaterial relative to the executive’s total ownership and the company’s float.
Form 4 highlights: On 07/25/2025, President & COO Nathan E. Baxter—classified as a director, officer and >10 % owner—reported an acquisition of 86.8206 common shares of The Scotts Miracle-Gro Co. (SMG) at $57.59 per share under transaction code “J” (other, non-open-market). Following the transaction, Baxter’s direct holdings rise to 50,689.5047 shares; he also maintains 36,993 shares indirectly through Hagedorn Partnership L.P., where he is a general partner.
No derivative securities were involved and there were no dispositions. The filing notes that Baxter may be deemed a 10 % beneficial owner solely because of his proportional interest in the partnership. With total direct + indirect ownership of roughly 87.7 k shares, Baxter retains significant exposure to SMG’s equity.
Investor take-away: The purchase is modest (<0.2 % of his total stake) and administrative in nature, so market impact should be limited. Nonetheless, the direction of the trade is additive—slightly reinforcing management’s alignment with shareholders—but not large enough to be a strong bullish signal.
Form 4 highlights: On 02/12/2025, Mark J. Scheiwer—EVP, CFO & CAO of The Scotts Miracle-Gro Co. (SMG)—reported selling 1,500 common shares at $66.045 per share (≈$99k gross). After the sale he directly owns 6,834.2324 shares and indirectly holds 433.874 shares via the company 401(k) plan. No derivative trades were disclosed. The filing shows a modest ownership reduction and does not indicate a change in control or strategy.
On 08/04/2025, Hagedorn Partnership, L.P.—a control entity for the Hagedorn family and therefore a 10% owner and related party to several directors/officers—reported two open-market sales of The Scotts Miracle-Gro Company (SMG) common stock.
- 38,314 shares sold at a weighted-average $62.14
- 31,686 shares sold at a weighted-average $62.45
Total shares disposed: 70,000, representing roughly 0.5 % of the Partnership’s direct position. Direct ownership moved from 13,344,274 to 13,274,274 shares. No derivative securities were involved and the filing does not reference a Rule 10b5-1 trading plan.
Additional indirect holdings were disclosed for CEO James Hagedorn (≈79.7 k shares, plus 29.4 k in a 401(k)), Director Katherine Hagedorn Littlefield (6.9 k), and COO Nathan Baxter (50.6 k). The sale size is modest relative to the family’s aggregate stake and appears routine, but it still signals net insider selling.
The Scotts Miracle-Gro Company (SMG) filed an 8-K disclosing a routine board transition. On 31 Jul 2025, Lt. Gen. (ret.) John R. Vines retired from the Board, citing no disagreements with the Company. Vines’ seat was due to expire at the 2027 annual meeting.
Effective 1 Aug 2025, the Board appointed Gen. (ret.) Austin Scott Miller as a Class II director, also naming him to the Nominating & Governance and Innovation & Technology Committees. The Board confirmed that Miller meets NYSE and SEC independence standards and has no material relationships with SMG other than his directorship.
As a non-employee director, Miller will receive prorated 2025 compensation: cash retainers totaling $47,917 and $87,500 in RSUs, which vest on 31 Jan 2026, subject to continued service or accelerated vesting upon death or disability. No other material items, financial statements, or pro forma data were included.