Welcome to our dedicated page for Scotts Miracle Gr SEC filings (Ticker: SMG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Scotts Miracle-Gro (SMG) Form 4 highlights: On 08/04/2025 the Hagedorn Partnership, L.P.鈥攁 10% owner whose general partners include Chairman & CEO James Hagedorn鈥攅xecuted two open-market sales of common shares.
- 38,314 shares sold at a weighted-average $62.14
- 31,686 shares sold at a weighted-average $62.45
Aggregate disposition of 鈮�70,000 shares generated roughly $4.4 million in proceeds. After the transactions, the Partnership鈥檚 direct stake decreased from 13,345,960 to 13,274,274 shares, a reduction of about 0.5%. No derivative securities were traded, and the insiders continue to control more than 13 million shares through various direct and indirect holdings (401(k), individual accounts, and executive ownership).
The filing, signed 08/06/2025, involves multiple reporting persons (James, Katherine, Robert & Susan Hagedorn and EVP/COO Nathan Baxter). Each disclaims beneficial ownership beyond their economic interest. There is no indication the sales were made under a Rule 10b5-1 plan. While the dollar amount is modest relative to the group鈥檚 position, the activity represents the first reported sale since prior filings and may be viewed as a modestly negative sentiment signal.
Magnera (MAGN) Q3 FY25 10-Q highlights post-merger scale but strained profitability. Net sales rose 51% YoY to $839 million (YTD $2.37 billion, +45%), mainly from the Nov-24 Glatfelter acquisition; organic volume slipped ~5%. Cost of goods sold jumped 53%, squeezing margin and cutting operating income 24% to $13 million. A new $1.99 billion debt stack pushed quarterly interest expense to $37 million, swinging the quarter to a $(18 million) loss (-$0.51/sh) versus $19 million profit last year; YTD loss is $(119 million).
Cash climbed to $276 million, but YTD operating cash flow was only $7 million; management still targets FY25 free cash flow of $75-95 million on ~$75 million capex. Leverage now approaches ~5脳 EBITDA, though covenants are solely negative. Integration/restructuring charges ran $14 million this quarter ($69 million YTD); expected annual synergies are $55 million and a $20 million capacity rationalisation is planned. Segment view: Americas revenue +22% to $473 million, margin 2.5%; Rest-of-World revenue +118% to $366 million, near breakeven. A $50 million currency-translation gain lifted comprehensive income to $32 million. Shares outstanding: 35.6 million (6 Aug 25).
International Flavors & Fragrances Inc. (NYSE: IFF) filed an 8-K on Aug 5 2025. Item 2.02 furnishes a press release (Exhibit 99.1) with Q2 2025 results and announces a live webcast on Aug 6 2025 at 9:00 a.m. ET; a recorded replay will remain on the investor鈥恟elations site for one year.
Item 8.01 discloses a new $500 million share-repurchase program. The authorization has no expiration date. Repurchases can occur via open-market, privately negotiated or Rule 10b5-1 trades and will be funded by cash on hand and operating cash flow. The board will periodically review and may modify the program鈥檚 size or duration.
- Exhibit 99.1: Q2 2025 earnings press release (furnished, not filed).
- Exhibit 104: cover-page Inline XBRL.
- Listed securities: common stock (IFF) and 1.800% senior notes due 2026.
No other material events or financial statements were included in this report.
The Scotts Miracle-Gro Company (SMG) filed an 8-K disclosing a routine board transition. On 31 Jul 2025, Lt. Gen. (ret.) John R. Vines retired from the Board, citing no disagreements with the Company. Vines鈥� seat was due to expire at the 2027 annual meeting.
Effective 1 Aug 2025, the Board appointed Gen. (ret.) Austin Scott Miller as a Class II director, also naming him to the Nominating & Governance and Innovation & Technology Committees. The Board confirmed that Miller meets NYSE and SEC independence standards and has no material relationships with SMG other than his directorship.
As a non-employee director, Miller will receive prorated 2025 compensation: cash retainers totaling $47,917 and $87,500 in RSUs, which vest on 31 Jan 2026, subject to continued service or accelerated vesting upon death or disability. No other material items, financial statements, or pro forma data were included.
Scotts Miracle-Gro (SMG) 鈥� Form 144 filing: An affiliate plans to sell up to 70,000 common shares, equal to roughly 0.12% of the 57.7 million shares outstanding. The proposed sale, valued at about $4.35 million, is to be executed through Merrill Lynch on the NYSE around 04 Aug 2025.
The shares were originally obtained on 16 Jun 1995 via a partnership contribution. No shares have been sold by the filer in the last three months. The filer certifies that no undisclosed material adverse information is known.
Because the notice covers secondary stock already in issue, there is no dilution to existing holders. However, the transaction may signal the holder鈥檚 desire to reduce exposure; investors may watch forthcoming Form 4s for additional insider activity.
On 07/28/2025 Scotts Miracle-Gro (SMG) Chairman & CEO James Hagedorn filed a Form 4 reporting one derivative transaction.
- Security: Phantom stock units representing the cash value of one SMG common share each.
- Quantity acquired: 1,301.236 units (transaction code 鈥淎鈥�).
- Reference price: $69.42 per unit.
- Post-transaction balance: 220,543.082 phantom stock units held directly.
- Payout terms: Units settle in cash after employment ends; the holder may switch to other investments at any time.
No non-derivative common shares were bought or sold, so the public float is unchanged. The filing records deferred-compensation accrual rather than open-market trading and therefore has limited direct market impact.
Scotts Miracle-Gro (SMG) 鈥� Form 4 insider filing
EVP, CFO & CAO Mark J. Scheiwer reported acquiring 8.193 phantom stock units on 28-Jul-2025 at a reference value of $69.42. Each unit is economically equivalent to one common share but is settled in cash after the executive leaves the company. Following the award, Scheiwer beneficially owns 1,055.1 phantom units; no changes were reported in his direct or indirect ownership of SMG common shares.
The transaction was coded 鈥淎鈥� (award) and appears to be a routine addition under the company鈥檚 deferred-compensation plan rather than an open-market purchase. Given the small size of the award relative to SMG鈥檚 ~55 million shares outstanding, the filing is unlikely to have a material impact on float, liquidity or near-term valuation.
On 06/25/2025, President & COO (and 10% owner) Nathan Eric Baxter filed a Form 4 reporting the acquisition of 93.7383 common shares of The Scotts Miracle-Gro Company (SMG) at $53.34 per share (transaction code J). After the purchase, his direct holdings total 50,602.6841 shares, while 36,993 shares remain held indirectly through Hagedorn Partnership, L.P. No derivative security activity was disclosed, and the filing does not amend any prior report. The transaction increases Baxter鈥檚 direct stake by roughly 0.19%, an immaterial amount relative to his overall ownership and SMG鈥檚 share count, indicating a routine adjustment rather than a strategic accumulation. Nevertheless, the buy modestly reinforces executive-shareholder alignment because it adds to an already significant insider position.