James Hagedorn - Jan 23, 2024 Form 4 Insider Report for SCOTTS MIRACLE-GRO CO (SMG)

Role: Chairman, CEO and President, Director, 10%+ Owner
Signature: /s/ Kathy L. Uttley as attorney-in-fact for James Hagedorn
Stock symbol: SMG
Transactions as of: Jan 23, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/25/2024, 12:14 PM
Previous filing: Jan 4, 2024
Next filing: Feb 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SMG	Common Shares	Award	$0	+43.8K	+96.19%	$0.00	89.3K	Jan 23, 2024	Direct	F1
holding	SMG	Common Shares						27.4K	Jan 23, 2024	By 401(K) Plan
holding	SMG	Common Shares						1.48M	Jan 23, 2024	HPLP	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 3, 2023, the Issuer made a grant to the Reporting Person of 43,759 performance units (the "2023 grant"). Under the award agreement, the 2023 grant included an issuance provision under which the Reporting Person would receive a range of 50% to 100% of the original grant depending on certain pre-determined performance criteria over the entirety of the plan performance period. On January 23, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the performance measures related to the 2023 grant were satisfied to the extent required to permit for the issuance of shares equal to 100% of the original grant. The grant continues to be subject to service based vesting requirements that will be fully satisfied on February 3, 2026.
F2	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.

Content

On February 3, 2023, the Issuer made a grant to the Reporting Person of 43,759 performance units (the "2023 grant"). Under the award agreement, the 2023 grant included an issuance provision under which the Reporting Person would receive a range of 50% to 100% of the original grant depending on certain pre-determined performance criteria over the entirety of the plan performance period. On January 23, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the performance measures related to the 2023 grant were satisfied to the extent required to permit for the issuance of shares equal to 100% of the original grant. The grant continues to be subject to service based vesting requirements that will be fully satisfied on February 3, 2026.

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.