SCHEDULE: Hagedorn Partnership Updates Scotts Miracle-Gro Stake, Credit Line

Hagedorn Partnership, L.P. and its affiliates updated their beneficial ownership in The Scotts Miracle-Gro Company, disclosing a new $75 million revolving credit facility and a 10b5-1 trading plan for future share sales.

Summary

• Hagedorn Partnership, L.P. and affiliated individuals collectively beneficially own approximately 22.8% to 23.0% of The Scotts Miracle-Gro Company's common shares, based on 57,995,369 outstanding shares as of November 25, 2025.
• Katherine Hagedorn Littlefield, through the Partnership, established a Rule 10b5-1 trading plan on September 16, 2025, to sell up to 130,000 shares of Scotts Miracle-Gro common stock, with sales commencing on December 18, 2025, and the plan terminating by December 17, 2026.
• The Hagedorn Partnership, L.P. entered into a new Credit Agreement with Wells Fargo Bank, National Association on December 9, 2025, providing a revolving line of credit up to $75 million.
• Proceeds from the new credit facility were used to repay and terminate a previous credit agreement, with 3,000,000 Scotts Miracle-Gro shares pledged as security for the new facility.
• The Partnership's intent for the Credit Agreement is to provide liquidity without requiring the sale of additional Scotts Miracle-Gro shares.
• The Hagedorn Partnership, L.P. also amended and restated its limited partnership agreement (Seventh Amended and Restated Agreement of Limited Partnership, dated November 19, 2025), primarily to amend provisions related to "Loans to General Partners" (Section 13.2).
• James Hagedorn acquired 2,751.65 phantom stock units at $53.82 on December 5, 2025, 43.253 shares via an Employee Stock Purchase Plan at $46.24 on November 28, 2025, and 1,595.606 phantom stock units at $56.61 on November 26, 2025.

Sentiment

Score: 5

Explanation: The filing presents a neutral outlook. While a 10b5-1 plan indicates future share sales, potentially negative for stock price, the new credit facility aims to provide liquidity without further share sales, which is a positive. The overall impact is balanced, reflecting routine financial and governance updates for a large beneficial owner.

Positives

• The new $75 million revolving line of credit provides the Hagedorn Partnership with a source of liquidity, explicitly stating the intent to avoid selling additional Scotts Miracle-Gro shares for this purpose.
• The termination of the previous credit agreement and the establishment of a new one with Wells Fargo Bank suggests a refinancing or restructuring of the Partnership's debt, potentially on more favorable terms or with a different lender.

Negatives

• The establishment of a 10b5-1 trading plan by Katherine Hagedorn Littlefield to sell up to 130,000 shares starting December 18, 2025, indicates a planned reduction in beneficial ownership, which could exert downward pressure on the stock price.
• 3,000,000 shares of Scotts Miracle-Gro common stock have been pledged as security for the new $75 million credit facility, which could be subject to forced sale if the Partnership defaults on its loan obligations.

Risks

• Future sales of up to 130,000 shares under the 10b5-1 trading plan could increase the supply of shares in the market, potentially impacting the stock price.
• The pledge of 3,000,000 shares as collateral for the $75 million revolving line of credit exposes these shares to potential liquidation by the lender in the event of a default by the Hagedorn Partnership.
• The terms of the "Loans to General Partners" within the Hagedorn Partnership Agreement require maintaining collateral value (Allocable Scotts Securities) at least 1.4 times the outstanding loan principal, with a requirement for additional collateral or prepayment if it falls below 1.2 times, posing a risk if Scotts Miracle-Gro's share price declines significantly.
• The Hagedorn Partnership's ability to make distributions is subject to various restrictions, including compliance with contracts, laws, and the General Partners' discretion to retain funds for liabilities or if cash is insufficient.

Future Outlook

The Hagedorn Partnership intends for the new $75 million revolving credit facility to provide a source of liquidity that does not involve the sale of additional Scotts Miracle-Gro shares. However, a 10b5-1 trading plan has been established for Katherine Hagedorn Littlefield to sell up to 130,000 shares between December 2025 and December 2026, indicating planned future divestment by one of the beneficial owners.

Industry Context

This filing primarily concerns changes in beneficial ownership and financing arrangements of a significant shareholder group (Hagedorn Partnership and affiliates) in The Scotts Miracle-Gro Company. It does not provide direct insights into broader industry trends or competitive landscape for the lawn and garden or cannabis-related products sectors in which Scotts Miracle-Gro operates. The actions reflect internal financial planning and liquidity management of the Hagedorn family interests.

Corporate Governance

Related Party Transactions

• James Hagedorn, a reporting person and General Partner of the Hagedorn Partnership, acquired phantom stock and shares from The Scotts Miracle-Gro Company (the Issuer) on multiple dates in November and December 2025. These transactions include 2,751.65 phantom stock units at $53.82, 43.253 shares via an Employee Stock Purchase Plan at $46.24, and 1,595.606 phantom stock units at $56.61. These are transactions between a beneficial owner/insider and the Issuer.

Stakeholder Impact

• Shareholders of Scotts Miracle-Gro: The planned sale of up to 130,000 shares by Katherine Hagedorn Littlefield could lead to increased selling pressure on the stock. The pledge of 3,000,000 shares as collateral introduces a risk of forced sales if the Hagedorn Partnership defaults on its credit facility.
• Hagedorn Partnership General Partners: The amended partnership agreement provides updated terms for internal loans, offering a structured way for General Partners to access liquidity against their partnership interests.
• Creditors (Wells Fargo): The new $75 million revolving line of credit is secured by 3,000,000 shares of Scotts Miracle-Gro, providing collateral for the loan.

Next Steps

• Periodic sales of up to 130,000 shares of Scotts Miracle-Gro common stock by Katherine Hagedorn Littlefield under the 10b5-1 trading plan, commencing December 18, 2025, and continuing until December 17, 2026, or until all sale orders are executed.
• The Hagedorn Partnership will continue to operate under its Seventh Amended and Restated Agreement of Limited Partnership, which includes provisions for optional cash distributions and loans to general partners.
• The $75 million revolving line of credit with Wells Fargo Bank will be available to the Hagedorn Partnership, with 3,000,000 shares of Scotts Miracle-Gro pledged as security.

Key Dates

Recommendation

The filing indicates a significant beneficial owner, Katherine Hagedorn Littlefield, plans to sell a portion of her holdings (130,000 shares) over the next year, which could create some selling pressure. However, the Hagedorn Partnership also secured a new $75 million credit facility, explicitly stating its intent to provide liquidity without selling additional shares, which mitigates immediate concerns about large-scale divestment. The overall beneficial ownership remains substantial (over 22%). These actions represent internal financial management by a major shareholder group rather than a fundamental change in the company's operational outlook. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor the planned sales and the company's performance, but not to make immediate drastic changes based solely on this ownership update.

Keywords

Scotts Miracle-Gro, SMG, Hagedorn Partnership, Schedule 13D, Beneficial Ownership, 10b5-1 Plan, Share Sales, Credit Agreement, Revolving Line of Credit, Share Pledge, Corporate Governance, Limited Partnership Agreement