HAGEDORN JAMES 4

What Happened James Hagedorn, reported as a >10% owner of Scotts Miracle‑Gro (SMG), recorded two acquisitions. On 2026-06-05 he received a grant of 2,771.346 phantom shares (derivative award) valued at $57.13 each, reported at $158,333. On 2026-05-29 he acquired 39.58 common shares at $50.53 each for $2,000 (reported as an "other acquisition").

Key Details

• Transaction dates and prices:
  • 2026-06-05: Grant/award (Code A) — 2,771.346 phantom shares @ $57.13 = $158,333 (derivative).
  • 2026-05-29: Other acquisition (Code J) — 39.58 shares @ $50.53 = $2,000.
• Shares owned after the transactions: Not specified in this Form 4 filing.
• Footnotes:
  • F1: Reporting person may be deemed to beneficially own Partnership-held shares (Hagedorn Partnership, L.P.), used for 10% ownership calculation.
  • F2: Each phantom share represents the right to one common share or its cash value.
  • F3: Phantom shares are payable in cash after termination; they can be transferred into an alternative investment at any time.
• Timeliness: The 2026-06-05 grant was reported within the Form 4 filing dated 2026-06-09 (timely for that trade); the 2026-05-29 acquisition was included in the same filing and appears to be reported after the usual two-business-day window for Form 4 reporting.

Context

• The 6/5 entry is a derivative award (phantom stock) — not an immediate issuance of tradable shares; payout is in common shares or cash and, per the filing, is payable in cash upon termination.
• As a 10% owner with partnership attribution noted, these holdings are treated differently than ordinary employee trades; the filing documents beneficial ownership links to a family partnership.
• The transactions are acquisitions (not sales); purchases or awards can be perceived as a more informative signal than routine sell filings, but filings do not state the insider's motivation.