Form 4: Scotts Miracle-Gro CEO Hagedorn Reports Share Transactions

James Hagedorn, Chairman and CEO of The Scotts Miracle-Gro Company, reported the acquisition of 41,353 common shares and the disposition of 18,216 shares for tax purposes.

Summary

• James Hagedorn, Chairman and CEO of The Scotts Miracle-Gro Company (SMG), reported transactions involving the company's common shares.
• On November 13, 2025, Hagedorn acquired 41,353 common shares at a price of $0 per share, indicating a grant or award.
• On the same date, Hagedorn disposed of 18,216 common shares at a price of $58.4 per share, which was for the payment of tax liability (Code F).
• Following these transactions, Hagedorn's direct beneficial ownership stands at 103,091.8158 common shares.
• Indirect beneficial ownership includes 31,533.64 shares via a 401(K) Plan and 997,910 shares via Hagedorn Partnership, L.P. (HPLP).

Sentiment

Score: 7

Explanation: The acquisition of shares, even with a tax-related disposition, generally indicates management's continued alignment and confidence in the company. The net effect is an increase in direct holdings.

Positives

• Acquisition of 41,353 common shares by the Chairman & CEO, indicating continued alignment with shareholder interests.
• The acquisition price of $0 suggests these shares were likely part of an equity compensation award, reinforcing management's long-term commitment.

Negatives

• Disposition of 18,216 common shares, although for tax purposes, represents a reduction in direct holdings.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This insider transaction report is specific to the individual's holdings and does not directly provide broader industry context or trends. However, insider buying (even if partially offset by tax-related sales) can sometimes be viewed positively by the market as a sign of management confidence.

Comparison to Industry Standards

• This Form 4 filing reports individual insider transactions and does not provide data for comparison to industry-wide financial or operational benchmarks.
• The transactions are standard for equity compensation and tax withholding.

Related Party Transactions

• The reporting person may be deemed a beneficial owner of more than 10% of common shares held by Hagedorn Partnership, L.P., a Delaware limited partnership in which the reporting person is a general partner. This represents the aggregate proportionate interest of the reporting person and those family members in whose holdings he may be deemed to have a pecuniary interest.

Stakeholder Impact

• Shareholders: The transactions reflect insider activity, which can influence investor sentiment regarding management's confidence in the company's future performance.

Key Dates

Recommendation

The Form 4 indicates a routine insider transaction where the CEO acquired shares, likely as part of an equity compensation plan, and simultaneously disposed of a portion to cover tax liabilities. While the acquisition shows continued alignment with shareholder interests, the disposition for tax purposes is a standard event and does not signal a strong 'buy' or 'sell' signal. The net increase in direct holdings is positive, but without further financial or operational context, a 'hold' recommendation is appropriate, suggesting investors maintain their current position while monitoring future company performance and broader market conditions.

Keywords

Scotts Miracle-Gro, SMG, James Hagedorn, Insider Trading, Form 4, Share Acquisition, Share Disposition, CEO, Chairman, Equity Compensation