Form 4: Scotts Miracle-Gro CEO Sells Shares for Tax Obligations

Scotts Miracle-Gro Chairman and CEO James Hagedorn disposed of 16,677 common shares to cover tax liabilities related to equity compensation.

Summary

• James Hagedorn, Chairman and CEO of Scotts Miracle-Gro Co (SMG), a Director, and a 10% Owner, reported a transaction on February 3, 2026.
• The transaction involved the disposition of 16,677 common shares at a price of $63.69 per share.
• This disposition was coded 'F', indicating it was made to the issuer in payment of an exercise price or tax liability.
• Following this transaction, James Hagedorn directly beneficially owns 87,435.9728 common shares.
• Additionally, he indirectly beneficially owns 31,533.64 common shares through a 401(K) Plan.
• He also indirectly beneficially owns 997,910 common shares through Hagedorn Partnership, L.P. (HPLP), where he is a general partner, representing his and certain family members' proportionate interest.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. The transaction is a routine tax-related disposition of shares by an insider, which is a common occurrence and typically does not signal a change in company prospects or management confidence.

Positives

• The transaction is a routine disposition for tax purposes, which is a common occurrence when equity awards vest or options are exercised, and does not necessarily indicate a lack of confidence in the company.
• James Hagedorn retains significant direct and indirect beneficial ownership in Scotts Miracle-Gro Co, totaling over 1 million shares, demonstrating continued alignment with shareholder interests.

Negatives

• The disposition of 16,677 common shares reduces James Hagedorn's direct beneficial ownership in the company.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those coded 'F' for tax purposes, are common occurrences in the executive compensation landscape across various industries. These transactions are generally not indicative of a change in company fundamentals or management's outlook, but rather a procedural step in managing equity awards.

Related Party Transactions

• James Hagedorn's indirect beneficial ownership of 997,910 common shares through Hagedorn Partnership, L.P. (HPLP) is a related party transaction, as he is a general partner in the partnership and may be deemed to have a pecuniary interest in the holdings of certain family members within HPLP.

Stakeholder Impact

• Shareholders: The transaction is a routine tax-related sale and is unlikely to have a significant direct impact on existing shareholders, as it does not reflect a change in the company's operational or strategic direction.
• Management: The transaction is part of the standard compensation and tax management process for the Chairman and CEO.

Key Dates

Recommendation

The Form 4 filing details a routine, tax-related disposition of shares by the CEO. Such transactions are common and generally do not indicate a change in the company's fundamental outlook or the insider's confidence. Therefore, this specific filing does not provide new information that would warrant a change in investment recommendation; a 'hold' stance is appropriate as investors should rely on broader financial performance and strategic updates for investment decisions.

Keywords

Scotts Miracle-Gro, SMG, James Hagedorn, Insider Trading, Form 4, Share Disposition, Tax Liability, CEO, Director, 10% Owner