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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000945527 XXXXXXXX LIVE 9 Common Shares, $0.01 par value 12/09/2025 false 0000825542 810186106 The Scotts Miracle-Gro Company 14111 Scottslawn Road Marysville OH 43041 Rob McMahon & Ivan Smith (516) 767-5745 c/o Hagedorn Partnership, L.P. 44 South Bayles Avenue, Suite 218 Port Washington NY 11050 Louis Rambo (202) 416-6800 Proskauer Rose, LLP 1001 Pennsylvania Avenue NW, Suite 600 Washington DC 20004-2533 0000945527 N Hagedorn Partnership, L.P. a OO N DE 0 13217641 0 13217641 13217641 N 22.8 PN 0001180173 N Katherine Hagedorn Littlefield a OO N X1 6940 13217641 6940 13217641 13224581 N 22.8 IN 0001180171 N James Hagedorn a OO N X1 134668.71 13217641 134668.71 13217641 13352309.71 N 23.0 IN 0001785595 N Nathan Baxter a OO N X1 66536.11 13217641 66536.11 13217641 13284177.11 N 22.9 IN 0001247299 N Robert Hagedorn a OO N X1 0 13217641 0 13217641 13217641 N 22.8 IN 0001247301 N Susan Hagedorn a OO N X1 0 13217641 0 13217641 13217641 N 22.8 IN Common Shares, $0.01 par value The Scotts Miracle-Gro Company 14111 Scottslawn Road Marysville OH 43041 By this Amendment No. 9, the Hagedorn Partnership. L.P. (the "Partnership") and the other Reporting Persons further amend and supplement the responses to Items 4, 5, 6 and 7 of the Statement on Schedule 13D, as heretofore amended (the "Schedule 13D"), filed with respect to the common shares, $0.01 par value per share (the "Shares"), of The Scotts Miracle-Gro Company (formerly "The Scotts Company"), an Ohio corporation (the "Issuer"). Capitalized terms not otherwise defined have the meanings set forth in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 5 and Item 6 of this Amendment No. 9 is incorporated by reference to this Item 4. On September 16, 2025, the Partnership, on behalf of Mrs. Hagedorn Littlefield, entered into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "10b5-1 Trading Plan"). The 10b5-1 Trading Plan provides for periodic sales of up to an aggregate of 130,000 Shares beginning on December 18, 2025. The amount and timing of sales, if any, pursuant to the 10b5-1 Trading Plan will be determined based on the terms of the 10b5-1 Trading Plan, market conditions, share price and other factors. The 10b5-1 Trading Plan will terminate at the earlier of the execution of all sale orders pursuant to the 10b5-1 Trading Plan or December 17, 2026, or when the 10b5-1 Trading Plan is otherwise terminated pursuant to its terms. Items 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows: See rows (11) and (13) of the cover pages to this Schedule 13D, incorporated by reference to this Item 5(a). The percentages set forth on the cover pages to this Schedule 13D are based on 57,995,369 outstanding Shares, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 25, 2025. See rows (7) through (10) of the cover pages to this Schedule 13D, incorporated by reference to this Item 5(b). The information set forth in Schedule I with respect to transactions in the Issuer's securities by the Reporting Persons is incorporated by reference to this Item 5(c). Except as set forth on Schedule I, no Reporting Person has effected any transaction in the Issuer's securities since the filing of Amendment No. 8 to the Schedule 13D, filed with the Securities and Exchange Commission on November 21, 2025. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: On December 9, 2025, the Partnership entered into a Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, National Association ("Wells Fargo"). Pursuant to the terms of the Credit Agreement, Wells Fargo extended a revolving line of credit to the Partnership in an amount not to exceed $75 million. The Partnership used proceeds from the line of credit to pay the remaining balance on its previous credit agreement, which has been terminated, including the pledge of Shares to secure the prior facility. In connection with the Credit Agreement, the Partnership has pledged as security 3,000,000 Shares. The Reporting Persons intend for the Credit Agreement to provide a source of liquidity that does not involve the sale of additional Shares. Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.1 Seventh Amended and Restated Agreement of Limited Partnership, dated November 19, 2025, of Hagedorn Partnership, L.P. Hagedorn Partnership, L.P. /s/ Susan Hagedorn Susan Hagedorn, Attorney-in-Fact 12/11/2025 Katherine Hagedorn Littlefield /s/ Susan Hagedorn Susan Hagedorn, Attorney-in-Fact 12/11/2025 James Hagedorn /s/ Susan Hagedorn Susan Hagedorn, Attorney-in-Fact 12/11/2025 Nathan Baxter /s/ Susan Hagedorn Susan Hagedorn, Attorney-in-Fact 12/11/2025 Robert Hagedorn /s/ Susan Hagedorn Susan Hagedorn, Attorney-in-Fact 12/11/2025 Susan Hagedorn /s/ Susan Hagedorn Susan Hagedorn 12/11/2025