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 CO director Brian E. Sandoval received a grant of 420 Common Shares as compensation. The Form 4 shows these Deferred Stock Units were issued in lieu of a cash retainer of $28,750, effectively converting his board fees into equity.
Each unit was valued at $68.57 per share on the grant date. Following this award, Sandoval directly holds 19,615 Common Shares. This is a routine, compensation-related equity grant rather than an open-market share purchase or sale.
The Scotts Miracle-Gro Company announced a planned leadership succession, naming Nate (Nathan E.) Baxter as President and Chief Executive Officer, effective June 26, 2026, and electing him to the Board. Lead Independent Director Pete Shumlin was elected Chairman as long-time CEO and Chairman Jim Hagedorn resigned from the Board.
Baxter, 53, has been President & Chief Operating Officer since November 2024 and is a general partner of the Hagedorn Partnership, L.P., the company’s largest shareholder. His compensation includes a $1,100,000 base salary, a 150% target annual incentive, a $5,250,000 annual long-term incentive target and a one-time $2,000,000 restricted stock unit grant.
Under a Separation Agreement, Hagedorn will receive $17,400,000 (reduced by his accrued pension benefits) over 12 months instead of a lump-sum multiple of salary and bonus, plus $500,000 in aircraft support services and $150,000 for administrative support. He will also receive $3,600,000 over three years tied to non-compete and other post-employment covenants. The company reaffirmed its Fiscal 2026 outlook, including at least 32% non-GAAP adjusted gross margin, non-GAAP adjusted EPS of $4.15–$4.35, mid single-digit non-GAAP adjusted EBITDA growth and approximately $275 million of free cash flow.
SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, received a small phantom stock award. On this Form 4, he acquired 10.562 shares of phantom stock tied to the company’s common shares at a reference price of $71.01 per share.
Following this grant, Scheiwer holds a total of 1,404.693 phantom stock units directly. Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or its cash value, and the units are payable in cash after his employment with the company ends. He may transfer these phantom units into an alternative investment at any time.
HAGEDORN JAMES reported acquisition or exercise transactions in this Form 4 filing.
Scotts Miracle-Gro CEO James Hagedorn received a new compensation award in the form of phantom stock. On this Form 4, he was granted 1,272.152 phantom stock units tied to the company’s common shares at a reference value of $71.01 per unit.
Each phantom stock unit represents the right to receive one common share or its cash value. The units are payable in cash after his employment with the company ends, and he can move them into alternative investments at any time. Following this grant, his reported phantom stock balance is 245,449.926 units.
Johnson Stephen L reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO director Stephen L. Johnson received a grant of 158 Dividend Equivalent Rights on common shares. These derivative awards have no purchase price and increase his total Dividend Equivalent Rights holdings to 908. Each right is the economic equivalent of one common share and vests proportionately with the related DSU or RSU grants.
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 routine equity-related updates. He received 48.0000 Dividend Equivalent Rights and 15.7790 Phantom Stock units on June 5, 2026, both classified as grants or awards tied economically to common shares.
Following these awards, Scheiwer held 15,381.0930 Common Shares directly and 493.4820 Common Shares indirectly through a 401(k) plan, plus 453.0000 Dividend Equivalent Rights and 1,394.1310 Phantom Stock units. The filing also shows a small 2.9680-share "other" common share transaction on May 29, 2026, indicating a minor restructuring rather than open-market trading.
SCOTTS MIRACLE-GRO CO President and COO Nathan Eric Baxter, who is also a more than 10% owner, reported a small "other" transaction in company common shares. On May 29, 2026, a Form 4 entry classified as "other acquisition or disposition" covered 98.951 common shares at $50.53 per share, updating his direct holdings to 61,113.7948 common shares. A separate entry records 36,993 common shares held indirectly through Hagedorn Partnership, L.P., reflecting the aggregate proportionate interest of Baxter and certain family members in that partnership. The filing reflects routine ownership reporting and entity-related restructuring rather than an open-market purchase or sale.
SCOTTS MIRACLE-GRO CO director Peter E. Shumlin received a grant of 173 Dividend Equivalent Rights on Common Shares as compensation. These derivative rights carry no cash exercise price and increase his directly held Dividend Equivalent Rights to 1,018. According to the footnote, the rights accrue on DSU or RSU grants, become exercisable proportionately with those awards, and each right is the economic equivalent of one common share, making this a routine, non-market, equity-based compensation update rather than an open-market stock purchase or sale.
Evans David C reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO director David C. Evans received a grant of 121 dividend equivalent rights on June 5, 2026. These rights are tied to existing DSU or RSU awards and are economically equivalent to common shares. After this award, he holds 673 dividend equivalent rights directly.
Aviles Edith reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO director Edith Aviles received 121 Dividend Equivalent Rights on June 5, 2026 as a compensation-related award. These rights are tied to DSU or RSU grants and each right is economically equal to one common share of the company.
Following this grant, Aviles holds 673 Dividend Equivalent Rights directly. These instruments accrue on deferred or restricted stock units and become exercisable in step with the underlying DSUs or RSUs, so this filing reflects routine equity-based compensation rather than an open-market stock purchase or sale.