Form 4: Scotts Miracle-Gro CEO Acquires Phantom Stock

Scotts Miracle-Gro Chairman & CEO James Hagedorn acquired 1,595.606 shares of phantom stock on November 26, 2025, under a Rule 10b5-1 plan.

Summary

• James Hagedorn, Chairman & CEO and a 10% owner of The Scotts Miracle-Gro Company (SMG), acquired 1,595.606 shares of phantom stock.
• The transaction occurred on November 26, 2025, and was made pursuant to a Rule 10b5-1(c) plan.
• Each share of phantom stock represents the right to receive one common share of the Issuer or its cash value.
• The acquisition price for the phantom stock was $56.61 per share.
• Following this transaction, James Hagedorn beneficially owns a total of 229,099.179 shares of phantom stock.
• Phantom stock shares are payable in cash following the termination of the reporting person's employment with the Issuer.
• The reporting person has the option to transfer his phantom stock into an alternative investment at any time.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by the Chairman & CEO is generally viewed as a positive signal, demonstrating management's confidence in the company's future and aligning their interests with shareholders. The transaction is part of a pre-planned Rule 10b5-1 program.

Positives

• The Chairman & CEO, James Hagedorn, acquired additional phantom stock, indicating continued confidence in the company's future performance.
• The acquisition aligns management's interests with those of shareholders, as phantom stock value is tied to common share performance.
• The transaction was executed under a Rule 10b5-1 plan, suggesting a pre-planned and systematic approach to insider transactions.

Future Outlook

The phantom stock is payable in cash following the termination of the reporting person's employment with the Issuer, indicating a long-term incentive structure.

Industry Context

This filing is a routine insider transaction report and does not provide specific insights into broader industry trends or competitive landscape. It reflects an individual executive's compensation and investment activity within the company.

Stakeholder Impact

• Shareholders: May view the CEO's acquisition of phantom stock as a positive indicator of management confidence and alignment of interests.
• Employees: The phantom stock structure is part of executive compensation, potentially influencing morale and retention at the leadership level.

Key Dates

Keywords

SMG, Scotts Miracle-Gro, James Hagedorn, Phantom Stock, Insider Transaction, Form 4, Beneficial Ownership, Rule 10b5-1