HAGEDORN JAMES 4
4 · SCOTTS MIRACLE-GRO CO · Filed Apr 29, 2026
Research Summary
AI-generated summary of this filing
Scotts Miracle‑Gro (SMG) 10% Owner James Hagedorn Receives Award
What Happened
James Hagedorn, reported as a 10% owner of Scotts Miracle‑Gro (SMG), made two acquisitions reported on the Form 4. On 2026-04-27 he was granted 1,226.377 units of phantom stock (derivative award) at an indicated value of $67.95 per unit, totaling $83,332. Earlier, on 2026-03-31 he acquired 36.583 common shares at $54.67 each, totaling $2,000. Both entries are acquisitions (not sales).
Key Details
- Transactions:
- 2026-04-27 — Grant/Award (code A): 1,226.377 phantom shares @ $67.95 = $83,332 (derivative award).
- 2026-03-31 — Other acquisition (code J): 36.583 shares @ $54.67 = $2,000.
- Shares owned after the reported transactions: not specified in the filing.
- Filing date: 2026-04-29 (covers period ending 2026-04-27); filing appears timely.
- Footnotes of note:
- F1: Hagedorn may be deemed a beneficial owner of partnership-held shares (he’s a general partner of Hagedorn Partnership, L.P.), which is relevant to his >10% status.
- F2/F3: The 1,226.377 units are phantom stock—each unit represents a right to one common share or its cash value; phantom stock is payable in cash upon termination and may be moved into alternative investments.
Context
- Phantom stock is a derivative award (not immediate delivery of shares). It typically pays in stock or cash later (here, payable in cash on termination per footnote), so this award does not necessarily increase voting power today.
- As a reported 10% owner (via a partnership), Hagedorn’s transactions can reflect partnership-level holdings or compensatory grants rather than routine open‑market trading by an executive.
- These were purchases/awards (acquisitions), which are generally more informative than sales, but filings are descriptive and do not state motivation.
Insider Transaction Report
Form 4
HAGEDORN JAMES
DirectorCEO10% Owner
Transactions
- Other
Common Shares
2026-03-31$54.67/sh+36.583$2,000→ 88,591.566 total - Award
Phantom Stock
[F2][F3]2026-04-27$67.95/sh+1,226.377$83,332→ 239,899.404 total→ Common Shares (1,226.377 underlying)
Holdings
- 31,533.64(indirect: By 401(k))
Common Shares
- 997,910(indirect: HPLP)
Common Shares
[F1]
Footnotes (3)
- [F1]Pursuant to Exchange Act Rule 16a-1(a)(1), the reporting person may be deemed, solely for purposes of determining whether he is a beneficial owner of more than 10% of the common shares of the Issuer ("Common Shares"), to be the beneficial owner of the securities of the Issuer that are held by Hagedorn Partnership, L.P., a Delaware limited partnership in which the reporting person is a general partner (the "Partnership"). 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, in Common Shares held by the Partnership.
- [F2]Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.
- [F3]Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his/her phantom stock into an alternative investment at any time.
Signature
/s/ Kathy L. Uttley as attorney-in-fact for James Hagedorn|2026-04-29