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The Scotts Miracle-Gro Company filings document the formal record for a North American branded consumer lawn and garden company. Recent 8-K disclosures furnish operating results and financial condition, revised historical financial information reflecting Hawthorne as a discontinued operation, and the completed sale of The Hawthorne Gardening Company.
The filing record also covers capital structure and governance matters, including a senior secured credit agreement, shareholder approval of an amended and restated Long-Term Incentive Plan, forms of restricted stock unit, performance unit and stock option awards, and definitive proxy disclosures on annual meeting proposals and executive compensation.
SCOTTS MIRACLE-GRO CO executive Christopher Hagedorn reported a very small administrative share adjustment. On this Form 4, he recorded an "other" transaction involving 4.252 Common Shares at $51.04 per share on April 30, 2026, classified as "Other acquisition or disposition" rather than a purchase or sale. Following the transaction, his direct holdings in SCOTTS MIRACLE-GRO CO total 57,539.5944 Common Shares.
SCOTTS MIRACLE-GRO CO President and COO Nathan Eric Baxter, who may be deemed a more-than-10% beneficial owner, reported an administrative ownership change involving the company’s common shares. The Form 4 shows an “other” transaction (code J) on Common Shares covering 97.962 shares at $51.04 per share, which is characterized as an “other acquisition or disposition” rather than a market buy or sell.
After this change, Baxter directly holds 61,014.8438 common shares. He is also treated, solely for 10% ownership testing purposes, as having an indirect interest in 36,993 common shares held by Hagedorn Partnership, L.P., a family limited partnership where he is a general partner. The filing frames this as a proportionate family and partnership interest, indicating a routine restructuring of how shares are held rather than a directional trade.
Scotts Miracle-Gro EVP, CFO & CAO Mark J. Scheiwer reported routine compensation-related and administrative updates to his holdings. He received a grant of 12.512 phantom stock units at $59.94 per unit, bringing his phantom stock balance to 1,378.352 units, each representing the right to receive one common share or its cash value. A small "J" code entry covered 2.939 common shares at $51.04, classified as another type of acquisition or disposition. Following these updates, he directly holds 15,378.125 common shares and indirectly holds 493.482 common shares through a 401(K) plan. Phantom stock is payable in cash after his employment ends, and he may transfer these units into alternative investments at any time.
HAGEDORN JAMES reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO Chairman & CEO James Hagedorn reported a compensation-related grant of 1,507.024 phantom stock units on common shares at $59.94 per unit. Each phantom stock unit represents the right to receive one common share or its cash value, payable in cash after his employment ends.
Following this grant, Hagedorn holds 241,406.428 phantom stock units directly, plus 88,630.7508 common shares directly after a small other transaction of 39.185 shares. Indirect holdings include 997,910 common shares through Hagedorn Partnership, L.P. and 31,533.640 common shares via a 401(k) plan.
Scotts Miracle-Gro President and COO Nathan Eric Baxter, a more than 10% owner, reported routine changes in his holdings of Common Shares. On April 28, 2026, an F-code tax-withholding disposition of 5,897 shares at $65.38 per share was recorded to satisfy obligations by delivering shares, leaving him with 60,916.8818 Common Shares held directly.
The filing also shows a prior J-code “other” transaction on March 31, 2026 involving 91.458 shares at $54.67, after which his direct holdings stood at 66,813.8818 shares. In addition, he is reported as having an indirect interest in 36,993 Common Shares through Hagedorn Partnership, L.P., reflecting his and certain family members’ proportionate interests.
SCOTTS MIRACLE-GRO CO executive Christopher Hagedorn, EVP & Chief of Staff, reported a small internal share restructuring. A Form 4 entry coded as an “other” transaction (J) covered 3.969 Common Shares at $54.67 per share, leaving him with 57,535.3424 directly held shares.
Scheiwer Mark J reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer reported routine equity-related updates. As EVP, CFO & CAO, he received a grant of 11.037 Phantom Stock units at $67.95 per unit, each representing the right to one common share or its cash value.
These phantom stock units are payable in cash after his employment ends, and he may move them into alternative investments at any time. Following this award, his phantom stock balance is 1,365.84 units. A separate code J entry shows 2.744 Common Shares at $54.67, with total direct common share holdings of 15,375.186 shares, plus 493.482 shares held indirectly through a 401(k) plan.
HAGEDORN JAMES reported acquisition or exercise transactions in this Form 4 filing.
SCOTTS MIRACLE-GRO CO Chairman & CEO James Hagedorn received a grant of 1,226.377 phantom stock units on Common Shares at $67.95 per unit. These phantom stock units are payable in cash after his employment ends and each represents the value of one common share or its cash equivalent.
He also reported a small other transaction involving 36.583 Common Shares, leaving 88,591.5658 Common Shares held directly. Indirectly, he has a proportionate interest in 997,910 Common Shares through Hagedorn Partnership, L.P. and 31,533.6400 Common Shares through a 401(k) plan.
The Scotts Miracle-Gro Company reported fiscal second quarter 2026 results showing higher sales, wider margins and stronger earnings from continuing operations. Net sales for the quarter were $1.46 billion, up 5% from $1.39 billion a year earlier.
GAAP gross margin was 41.8%, up from 39.0%, and income from continuing operations rose to $263.3 million, a 19% increase. Diluted EPS from continuing operations grew to $4.46, up 18%, while non-GAAP adjusted diluted EPS from continuing operations reached $4.53, up 13%. Adjusted EBITDA was $437.4 million, 9% above last year, and the net leverage ratio improved to 3.71x from 4.41x.
Discontinued operations, primarily the Hawthorne business, generated a quarterly loss of $24.7 million, and a six‑month loss of $102.0 million, weighing on total net income for the first half. For the six months ended March 28, 2026, net income was $113.6 million, down 23% from $148.0 million, despite stronger continuing operations.
The Company reaffirmed its fiscal 2026 outlook, including low single‑digit U.S. Consumer net sales growth, a non‑GAAP adjusted gross margin rate of at least 32%, non‑GAAP adjusted net income per share from continuing operations of $4.15 to $4.35, mid single‑digit non‑GAAP adjusted EBITDA growth, and free cash flow of $275 million aimed at reducing the leverage ratio into the high 3’s.