HAGEDORN JAMES 4

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.