Form 4: Scotts Miracle-Gro CEO Hagedorn Acquires Shares

Scotts Miracle-Gro Chairman and CEO James Hagedorn acquired 43.253 common shares at $46.24 per share, increasing his beneficial ownership.

Summary

• James Hagedorn, Chairman & CEO of The Scotts Miracle-Gro Company (SMG), acquired 43.253 common shares.
• The transaction occurred on November 28, 2025, at a price of $46.24 per share.
• This acquisition was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following this transaction, Hagedorn directly owns 103,135.0688 common shares.
• He also indirectly owns 31,533.64 common shares through a 401(K) Plan and 997,910 common shares through Hagedorn Partnership, L.P. (HPLP).
• Hagedorn holds roles as a Director, 10% Owner, and Chairman & CEO of the company.

Sentiment

Score: 7

Explanation: The acquisition of shares by the Chairman & CEO, even a modest amount, generally indicates management's confidence in the company's future, which is a positive signal for investors. The transaction being under a 10b5-1 plan also suggests a structured approach to personal investments.

Positives

• Insider acquisition of shares, even a small amount, can signal management confidence in the company's future prospects.
• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-planned acquisition strategy in compliance with regulations.

Negatives

• The number of shares acquired (43.253) is relatively small compared to total holdings, suggesting it may be a routine plan-based acquisition rather than a significant new investment decision.

Future Outlook

No specific future outlook or guidance is provided in this insider transaction report.

Industry Context

Insider transactions, particularly acquisitions by top executives, are generally viewed by the market as a positive signal, indicating that those with the most intimate knowledge of the company believe its stock is undervalued or has strong future prospects. This is a routine disclosure for public company executives to maintain transparency regarding their holdings.

Comparison to Industry Standards

• Insider buying is a common occurrence across industries, often interpreted as a sign of confidence in the company's future performance.
• The use of a Rule 10b5-1 plan is a standard practice for insiders to manage their stock transactions in compliance with insider trading laws, demonstrating adherence to regulatory best practices.

Corporate Governance

Related Party Transactions

• James Hagedorn's indirect beneficial ownership of 997,910 common shares through Hagedorn Partnership, L.P. (HPLP), where he is a general partner, represents a related party arrangement for beneficial ownership reporting purposes.

Stakeholder Impact

• Shareholders may view the insider acquisition as a positive signal of management confidence, potentially influencing investment decisions.
• Employees may perceive a confident leadership team, which can positively affect morale.

Key Dates

Recommendation

While insider buying is a positive signal, the relatively small size of this specific acquisition (43.253 shares) suggests it might be a routine, plan-based transaction rather than a significant new investment decision. It reinforces confidence but does not, on its own, warrant a strong 'buy' recommendation. Investors should consider this in conjunction with broader financial performance and market conditions.

Keywords

Scotts Miracle-Gro, SMG, James Hagedorn, Insider Trading, Form 4, Share Acquisition, Beneficial Ownership, 10b5-1 Plan, Corporate Governance