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

Scotts Miracle-Gro Chairman & CEO James Hagedorn reported recent acquisitions and dispositions of common shares, including the settlement of phantom stock units.

Summary

• James Hagedorn, Chairman & CEO and a 10% owner of The Scotts Miracle-Gro Company (SMG), reported changes in his beneficial ownership.
• On December 31, 2025, Hagedorn acquired 41.391 common shares at a price of $48.32 per share.
• On January 2, 2026, 941.612 phantom stock units were settled, resulting in the acquisition of 940.377 common shares.
• Concurrently, on January 2, 2026, 42.377 common shares were disposed of at $59.376 per share, likely for tax withholding related to the phantom stock settlement.
• Following these transactions, Hagedorn directly owns 104,074.4598 common shares.
• Indirect beneficial ownership includes 31,533.64 common shares held via a 401(K) Plan and 997,910 common shares held via Hagedorn Partnership, L.P., where Hagedorn is a general partner.
• Hagedorn also directly holds 232,473.157 phantom stock units after the reported settlement.

Sentiment

Score: 6

Explanation: The transactions primarily reflect the settlement of phantom stock units and a small open market acquisition, with a minor disposition likely for tax purposes. This indicates a net increase in direct common share ownership for the CEO, which is generally viewed as a positive signal of confidence, albeit a routine one.

Positives

• The conversion of 941.612 phantom stock units into common shares indicates a vesting event and an increase in direct equity ownership.
• A net acquisition of common shares occurred, combining the phantom stock settlement and a small open market purchase, which generally signals management confidence.

Negatives

• A disposition of 42.377 common shares occurred, though it is likely for tax withholding purposes related to the phantom stock settlement.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance.

Industry Context

This insider transaction report is a routine disclosure and does not provide specific insights into broader industry trends or competitive landscape.

Related Party Transactions

• James Hagedorn's indirect beneficial ownership of 997,910 common shares through Hagedorn Partnership, L.P., where he is a general partner, is disclosed as a related party holding.

Stakeholder Impact

• Shareholders may view the net increase in the CEO's direct common share ownership as a minor positive signal of management's alignment with shareholder interests.

Key Dates

Recommendation

This Form 4 details routine insider transactions, primarily the settlement of phantom stock and a small open market purchase, offset by a tax-related disposition. While the net effect is a slight increase in direct beneficial ownership, these transactions are not significant enough to warrant a change in investment thesis or a strong buy/sell recommendation. Investors should consider broader company fundamentals and market conditions.

Keywords

SMG, Scotts Miracle-Gro, insider trading, Form 4, James Hagedorn, stock transactions, beneficial ownership, phantom stock