Welcome to our dedicated page for Scotts Miracle Gr SEC filings (Ticker: SMG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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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.
Scotts Miracle-Gro (SMG) Chairman & CEO, who is also a director and more than 10% owner, reported changes in his ownership of common shares. On 11/13/2025, he acquired 41,353 common shares at a stated price of $0, which typically reflects a stock award or similar non-cash grant. On the same date, he disposed of 18,216 common shares at $58.4 per share in a transaction coded “F,” indicating shares were withheld, commonly for taxes on an award.
Following these transactions, he directly held 121,307.8158 common shares and additional indirect holdings, including 31,533.64 common shares through a 401(k) plan and 997,910 common shares through Hagedorn Partnership, L.P., in which he is a general partner. For purposes of determining 10% ownership, he may be deemed a beneficial owner of shares held by this partnership.
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.
Scotts Miracle-Gro Company executive Dimiter Todorov reported insider transactions in company common shares. On 11/13/2025, he acquired 9,748 common shares at a price of $0, likely reflecting an equity award. On the same date, he disposed of 4,148 common shares at $58.4 per share. After these transactions, he directly owned 21,268 common shares of Scotts Miracle-Gro.
Scotts Miracle-Gro Company President and COO Nathan E. Baxter reported insider transactions in the company’s common shares. On 11/13/2025, he acquired 28,510 common shares at $0 per share, then disposed of 12,702 common shares at $58.4 per share in a transaction coded “F.” After these transactions, he beneficially owned 66,536.1148 common shares directly and 36,993 common shares indirectly through Hagedorn Partnership, L.P. For purposes of determining whether he is a more than 10% beneficial owner, he may be deemed to beneficially own the partnership-held shares under Exchange Act Rule 16a-1(a)(1).
The Scotts Miracle-Gro Company (SMG)
The Scotts Miracle-Gro Company announced it will begin using a new form of restricted stock unit (RSU) award notice starting November 13, 2025. The notice will be used to grant awards to certain employees, including named executive officers, under the company’s Long‑Term Incentive Plan.
The filing includes the form as Exhibit 10.1. No financial statements or pro forma information accompany this update.
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