Form 4: Scotts Miracle-Gro CEO Acquires Phantom Stock

Scotts Miracle-Gro Chairman & CEO James Hagedorn acquired 3,000.37 shares of phantom stock at $65.11 per share.

Summary

• James Hagedorn, who serves as Chairman & CEO, Director, and a 10% Owner of Scotts Miracle-Gro Co (SMG), acquired 3,000.37 shares of phantom stock.
• The transaction took place on March 26, 2026, with each share priced at $65.11.
• Following this acquisition, Hagedorn's direct beneficial ownership of phantom stock totals 240,393.518 shares.
• Each phantom stock share grants the right to receive one common share of the Issuer or its equivalent cash value.
• These phantom stock shares are payable in cash upon the termination of Hagedorn's employment, and he retains the option to transfer them into an alternative investment at any time.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as an insider's acquisition of phantom stock typically indicates confidence in the company's long-term value and performance.

Positives

• An insider, James Hagedorn (Chairman & CEO, Director, 10% Owner), acquired additional phantom stock, signaling continued confidence in the company's future prospects.
• The acquisition of phantom stock aligns the executive's interests with long-term shareholder value, as these shares are tied to the company's common stock performance.

Negatives

• NA

Risks

• NA

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the nature of the phantom stock being payable upon termination of employment.

Management Comments

• James Hagedorn, Chairman & CEO, acquired phantom stock, aligning his interests with the company's future performance.

Industry Context

StockSavvy.ai notes that insider purchases, even of phantom stock, are often viewed positively by the market as they signal management's confidence in the company's future prospects. This transaction is a routine executive compensation and ownership disclosure, common across various industries for senior leadership.

Comparison to Industry Standards

• Phantom stock is a common form of equity-based compensation for executives in publicly traded companies, similar to restricted stock units (RSUs) or stock options, used to align management incentives with shareholder value.
• The acquisition by a CEO and 10% owner is consistent with practices at peer companies where senior executives maintain significant equity stakes.

Related Party Transactions

• The acquisition of phantom stock by James Hagedorn, Chairman & CEO, is a transaction between an insider and the company.

Stakeholder Impact

• Shareholders: The acquisition by a key executive may be perceived as a positive signal, potentially boosting investor confidence.
• Management: The transaction further aligns the Chairman & CEO's financial interests with the company's performance.

Next Steps

• NA

Key Dates

Recommendation

The acquisition of phantom stock by the Chairman & CEO signals management's confidence in Scotts Miracle-Gro's future. While this is a positive indicator, a single insider transaction typically reinforces a 'hold' position for existing investors or prompts further due diligence for potential new investors, rather than an immediate 'buy' or 'sell' recommendation, as it's part of ongoing executive compensation.

Keywords

Scotts Miracle-Gro, SMG, James Hagedorn, Insider Trading, Phantom Stock, Executive Compensation, Beneficial Ownership, Form 4