SCHEDULE: Hagedorn Partnership Updates Scotts Miracle-Gro Stake

Hagedorn Partnership and its General Partners filed an amended Schedule 13D, detailing their collective 23.1% beneficial ownership in The Scotts Miracle-Gro Company and recent insider transactions.

Summary

• Hagedorn Partnership, L.P. and its General Partners (James Hagedorn, Katherine Hagedorn Littlefield, Nathan Baxter, Robert Hagedorn, and Susan Hagedorn) collectively beneficially own 13,352,266 common shares of The Scotts Miracle-Gro Company, representing 23.1% of the outstanding shares.
• The percentage is based on 57,738,577 outstanding shares as reported in the Issuer's Form 10-Q filed on August 6, 2025.
• James Hagedorn received 41,353 shares of equity compensation and disposed of 18,216 shares for tax withholding on November 13, 2025, at $58.40 per share.
• Nathan Baxter received 28,510 shares of equity compensation and disposed of 12,702 shares for tax withholding on November 13, 2025, at $58.40 per share.
• Katherine Hagedorn Littlefield's Rule 10b5-1 trading arrangement, adopted March 15, 2024, for up to 250,000 shares, was terminated on March 6, 2025, with no transactions completed.
• The Hagedorn Partnership amended its limited partnership agreement on November 19, 2025, allowing partners to sell portions of their interests in Issuer shares, provided the Partnership retains at least 17% of outstanding shares.
• The Partnership has pledged 1,100,000 shares as security for an existing credit agreement.

Sentiment

Score: 6

Explanation: The filing is largely neutral, providing updates on insider ownership and routine transactions. The continued high insider ownership is positive, while the potential for future sales from the partnership agreement and the pledged shares introduce minor, manageable risks. No significant positive or negative operational news is present.

Positives

• Termination of Katherine Hagedorn Littlefield's 10b5-1 plan without any sales, indicating no recent insider selling from that specific plan.
• Continued significant beneficial ownership by the Hagedorn family and key executives, demonstrating alignment with shareholder interests.

Negatives

• The amendment to the Partnership Agreement introduces the possibility of future sales of shares by partners, which could create an overhang, although subject to a 17% ownership floor.
• Disposition of shares by James Hagedorn and Nathan Baxter for tax withholding, which is a common practice but reduces their direct holdings.

Risks

• Potential future sales by Hagedorn Partnership members could impact share price, although limited by the 17% ownership floor.
• The pledge of 1,100,000 shares as security for a credit agreement implies a financial obligation that, if not met, could lead to forced sales of shares.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance from the Issuer. It primarily details current ownership structure and recent insider transactions of the Reporting Persons. The amended partnership agreement allows for future potential sales by partners, subject to a 17% ownership floor, which could influence future share availability.

Management Comments

• James Hagedorn serves as Chairman and Chief Executive Officer of the Issuer.
• Nathan Baxter serves as President and Chief Operating Officer of the Issuer.
• Katherine Hagedorn Littlefield is a member of the Issuer's board of directors.

Industry Context

This filing is a routine Schedule 13D amendment, primarily focused on the ownership structure and recent transactions of a significant insider group (the Hagedorn family and associated executives) in The Scotts Miracle-Gro Company. It does not contain information directly related to broader industry trends or competitive landscape, but the continued substantial ownership by the founding family and key management suggests ongoing commitment to the company's long-term strategy within the lawn and garden industry.

Comparison to Industry Standards

• The Hagedorn family's collective beneficial ownership of 23.1% is a substantial stake, indicating strong insider alignment, which is often viewed positively by investors, similar to other family-controlled or founder-led companies in the consumer goods or specialty chemicals sectors.
• The use of Rule 10b5-1 trading plans for executives is a standard practice for managing insider stock sales in a compliant manner, as seen in companies like Procter & Gamble or Home Depot. The termination of such a plan without sales is not uncommon.
• Pledging shares for credit agreements is a financing tool used by large shareholders, comparable to practices seen in other publicly traded companies where significant individual or family holdings are leveraged.

Corporate Governance

Related Party Transactions

• James Hagedorn, Nathan Baxter, and Katherine Hagedorn Littlefield are General Partners of the Hagedorn Partnership and also hold executive or board positions at The Scotts Miracle-Gro Company.
• Receipt of equity compensation by James Hagedorn and Nathan Baxter from the Issuer.
• Acquisition of shares per Employee Stock Purchase Plan and Phantom Stock from the Issuer by James Hagedorn.

Stakeholder Impact

• Shareholders: The filing provides transparency on significant insider ownership and potential future share liquidity from the Hagedorn Partnership. The continued high ownership by the founding family and key executives generally aligns their interests with other shareholders.
• Employees: The filing mentions equity compensation and employee stock purchase plan acquisitions for executives, which are standard employee benefits.

Next Steps

• The Hagedorn Partnership may, if General Partners elect, allow partners to sell portions of their interests in Issuer shares, subject to allocation and the 17% ownership floor.

Key Dates

Recommendation

This Schedule 13D amendment primarily provides routine updates on insider ownership and transactions, along with a governance change to the Hagedorn Partnership agreement. There are no significant new operational or financial developments that would warrant a change in investment thesis. The substantial insider ownership remains a positive, while the potential for future sales from the partnership agreement is a minor, long-term consideration. The information presented does not provide a strong catalyst for either buying or selling the stock, thus a 'hold' recommendation is appropriate.

Keywords

Scotts Miracle-Gro, SMG, Hagedorn Partnership, Schedule 13D, Beneficial Ownership, Insider Transactions, Equity Compensation, Corporate Governance, Shareholder Structure, SEC Filing