Scotts Miracle-Gro (NYSE: SMG) insiders outline 23% stake and $75M credit line

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company major shareholder group led by the Hagedorn family has updated its Schedule 13D to reflect current holdings and new financing and trading arrangements. Hagedorn Partnership, L.P. reports beneficial ownership of 13,217,641 common shares, or 22.8% of the company’s common stock, based on 57,995,369 shares outstanding as reported in the company’s Form 10-K filed on November 25, 2025. Individual reporting persons, including James Hagedorn, report beneficial ownership levels of up to 13,352,309.71 shares, or 23.0% of the common stock.

On September 16, 2025, the partnership, on behalf of Katherine Hagedorn Littlefield, adopted a Rule 10b5-1 trading plan providing for periodic sales of up to an aggregate of 130,000 shares beginning on December 18, 2025, ending when all sale orders are executed or on December 17, 2026, or earlier termination under the plan’s terms. On December 9, 2025, the partnership also entered into a Credit Agreement with Wells Fargo Bank for a revolving line of credit of up to $75,000,000, using proceeds to repay a prior facility and pledging 3,000,000 shares as collateral; the reporting persons state they intend this credit line to provide liquidity without selling additional shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

The Scotts Miracle-Gro Company

(Name of Issuer)

Common Shares, $0.01 par value

(Title of Class of Securities)

810186106

(CUSIP Number)

Rob McMahon & Ivan Smith
c/o Hagedorn Partnership, L.P., 44 South Bayles Avenue, Suite 218
Port Washington, NY, 11050
(516) 767-5745

Louis Rambo
Proskauer Rose, LLP, 1001 Pennsylvania Avenue NW, Suite 600
Washington, DC, 20004-2533
(202) 416-6800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/09/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 810186106

1

Name of reporting person

Hagedorn Partnership, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,217,641.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,217,641.00

11

Aggregate amount beneficially owned by each reporting person

13,217,641.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 810186106

1

Name of reporting person

Katherine Hagedorn Littlefield

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,940.00
8	Shared Voting Power 13,217,641.00
9	Sole Dispositive Power 6,940.00
10	Shared Dispositive Power 13,217,641.00

11

Aggregate amount beneficially owned by each reporting person

13,224,581.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 810186106

1

Name of reporting person

James Hagedorn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 134,668.71
8	Shared Voting Power 13,217,641.00
9	Sole Dispositive Power 134,668.71
10	Shared Dispositive Power 13,217,641.00

11

Aggregate amount beneficially owned by each reporting person

13,352,309.71

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 810186106

1

Name of reporting person

Nathan Baxter

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 66,536.11
8	Shared Voting Power 13,217,641.00
9	Sole Dispositive Power 66,536.11
10	Shared Dispositive Power 13,217,641.00

11

Aggregate amount beneficially owned by each reporting person

13,284,177.11

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 810186106

1

Name of reporting person

Robert Hagedorn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,217,641.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,217,641.00

11

Aggregate amount beneficially owned by each reporting person

13,217,641.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 810186106

1

Name of reporting person

Susan Hagedorn

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,217,641.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,217,641.00

11

Aggregate amount beneficially owned by each reporting person

13,217,641.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, $0.01 par value
(b)	Name of Issuer: The Scotts Miracle-Gro Company
(c)	Address of Issuer's Principal Executive Offices: 14111 Scottslawn Road, Marysville, OHIO , 43041.
Item 1 Comment: By this Amendment No. 9, the Hagedorn Partnership. L.P. (the "Partnership") and the other Reporting Persons further amend and supplement the responses to Items 4, 5, 6 and 7 of the Statement on Schedule 13D, as heretofore amended (the "Schedule 13D"), filed with respect to the common shares, $0.01 par value per share (the "Shares"), of The Scotts Miracle-Gro Company (formerly "The Scotts Company"), an Ohio corporation (the "Issuer"). Capitalized terms not otherwise defined have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 5 and Item 6 of this Amendment No. 9 is incorporated by reference to this Item 4. On September 16, 2025, the Partnership, on behalf of Mrs. Hagedorn Littlefield, entered into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "10b5-1 Trading Plan"). The 10b5-1 Trading Plan provides for periodic sales of up to an aggregate of 130,000 Shares beginning on December 18, 2025. The amount and timing of sales, if any, pursuant to the 10b5-1 Trading Plan will be determined based on the terms of the 10b5-1 Trading Plan, market conditions, share price and other factors. The 10b5-1 Trading Plan will terminate at the earlier of the execution of all sale orders pursuant to the 10b5-1 Trading Plan or December 17, 2026, or when the 10b5-1 Trading Plan is otherwise terminated pursuant to its terms.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows: See rows (11) and (13) of the cover pages to this Schedule 13D, incorporated by reference to this Item 5(a). The percentages set forth on the cover pages to this Schedule 13D are based on 57,995,369 outstanding Shares, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 25, 2025.
(b)	See rows (7) through (10) of the cover pages to this Schedule 13D, incorporated by reference to this Item 5(b).
(c)	The information set forth in Schedule I with respect to transactions in the Issuer's securities by the Reporting Persons is incorporated by reference to this Item 5(c). Except as set forth on Schedule I, no Reporting Person has effected any transaction in the Issuer's securities since the filing of Amendment No. 8 to the Schedule 13D, filed with the Securities and Exchange Commission on November 21, 2025.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On December 9, 2025, the Partnership entered into a Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, National Association ("Wells Fargo"). Pursuant to the terms of the Credit Agreement, Wells Fargo extended a revolving line of credit to the Partnership in an amount not to exceed $75 million. The Partnership used proceeds from the line of credit to pay the remaining balance on its previous credit agreement, which has been terminated, including the pledge of Shares to secure the prior facility. In connection with the Credit Agreement, the Partnership has pledged as security 3,000,000 Shares. The Reporting Persons intend for the Credit Agreement to provide a source of liquidity that does not involve the sale of additional Shares.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.1 Seventh Amended and Restated Agreement of Limited Partnership, dated November 19, 2025, of Hagedorn Partnership, L.P.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hagedorn Partnership, L.P.

Signature:	/s/ Susan Hagedorn
Name/Title:	Susan Hagedorn, Attorney-in-Fact
Date:	12/11/2025

Katherine Hagedorn Littlefield

Signature:	/s/ Susan Hagedorn
Name/Title:	Susan Hagedorn, Attorney-in-Fact
Date:	12/11/2025

James Hagedorn

Signature:	/s/ Susan Hagedorn
Name/Title:	Susan Hagedorn, Attorney-in-Fact
Date:	12/11/2025

Nathan Baxter

Signature:	/s/ Susan Hagedorn
Name/Title:	Susan Hagedorn, Attorney-in-Fact
Date:	12/11/2025

Robert Hagedorn

Signature:	/s/ Susan Hagedorn
Name/Title:	Susan Hagedorn, Attorney-in-Fact
Date:	12/11/2025

Susan Hagedorn

Signature:	/s/ Susan Hagedorn
Name/Title:	Susan Hagedorn
Date:	12/11/2025

FAQ

What does the Hagedorn group currently own in Scotts Miracle-Gro (SMG)?

The Hagedorn Partnership, L.P. reports beneficial ownership of 13,217,641 common shares of The Scotts Miracle-Gro Company, representing 22.8% of the common stock. Based on the cover pages, individual reporting persons such as James Hagedorn report beneficial ownership of up to 13,352,309.71 shares, or 23.0% of the common stock, calculated using 57,995,369 outstanding shares as disclosed in the company’s Form 10-K filed on November 25, 2025.

What new 10b5-1 trading plan did the Hagedorn group disclose for SMG shares?

On September 16, 2025, Hagedorn Partnership, L.P., on behalf of Katherine Hagedorn Littlefield, entered into a Rule 10b5-1 trading plan. The plan provides for periodic sales of up to an aggregate of 130,000 common shares, beginning on December 18, 2025. It will terminate upon completion of all planned sales, on December 17, 2026, or earlier if terminated under its terms. The actual amount and timing of any sales will depend on the plan’s terms, market conditions, share price, and other factors.

What credit facility did Hagedorn Partnership enter into related to Scotts Miracle-Gro shares?

On December 9, 2025, Hagedorn Partnership, L.P. entered into a Credit Agreement with Wells Fargo Bank, National Association. Under this agreement, Wells Fargo extended a revolving line of credit of up to $75,000,000. The partnership used proceeds from this line of credit to pay the remaining balance on a previous credit agreement, which has been terminated.

How many Scotts Miracle-Gro shares are pledged as collateral under the new credit agreement?

In connection with the new Credit Agreement with Wells Fargo, Hagedorn Partnership, L.P. has pledged 3,000,000 common shares of The Scotts Miracle-Gro Company as security. The filing notes that the prior facility, which also involved a pledge of shares, has been repaid and terminated.

What is the stated purpose of the new credit line for the Hagedorn Partnership in relation to SMG shares?

The reporting persons state that they intend for the Credit Agreement to provide a source of liquidity that does not involve the sale of additional shares. In other words, the revolving credit line backed by pledged shares is described as a financing source, while aiming to avoid selling more Scotts Miracle-Gro common stock.

On what share count are the Hagedorn ownership percentages in SMG based?

The beneficial ownership percentages reported by the Hagedorn Partnership, L.P. and other reporting persons are calculated based on 57,995,369 outstanding common shares of The Scotts Miracle-Gro Company. This outstanding share count comes from the company’s Annual Report on Form 10-K filed with the SEC on November 25, 2025.

Who are the main reporting persons in this SMG Schedule 13D/A amendment?

The amendment identifies multiple reporting persons, including Hagedorn Partnership, L.P. and individuals such as Katherine Hagedorn Littlefield, James Hagedorn, Nathan Baxter, Robert Hagedorn, and Susan Hagedorn. Each reporting person’s beneficial ownership, voting power, and dispositive power over Scotts Miracle-Gro common shares are detailed in their respective cover pages.