AEROGROW SHAREHOLDER LITIGATION

The information contained on this website is only a summary of the information presented in more detail in the Notice of Proposed Settlement of Class Action, Settlement Hearing, and Right to Appear (the “Notice”), which you can access here. Because this website is just a summary, you should review the Notice for additional details.

If you are a Class member, your legal rights will be affected by this Litigation whether you act or do not act.

There has been no settlement or resolution on the merits of plaintiffs’ claims and there is no claim form to submit. There has been no admission by defendants or any expression by the court on the validity of the claims.

CLASS DEFINITION

All shareholders of AeroGrow International, Inc. who held AeroGrow Stock as of the effective date for the Merger (February 26, 2021) and had the right to receive the merger consideration, as well as their successors and assigns.

Please be advised that your rights will be affected by the above-captioned class action (the “Settlement”) and the hearing (“Settlement Fairness Hearing”) to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, as set forth in the Stipulation and Agreement of Settlement dated Dec. 9, 2025 (“Stipulation”), by and between Lead Plaintiff Nicoya Capital, LLC, on behalf of itself and the Class (as defined below), and  Defendants The Scotts Miracle-Gro Company (“Scotts Miracle-Gro”), SMG Growing Media, Inc., AeroGrow International, Inc. (“AeroGrow”), AGI Acquisition Sub, Inc., James Hagedorn, Peter Supron, Chris Hagedorn, Cory Miller, and Patricia M. Ziegler (collectively, the “Settling Defendants”) pending in the Eight Judicial District Court, Clark Country, Nevada (the”Court”).

WHAT IS THIS LAWSUIT ABOUT?

This is a shareholder class action lawsuit. Plaintiffs challenge the Merger consideration received by the minority shareholders of AeroGrow, which was acquired in 2021 by SMG Growing Media, Inc., a wholly-owned subsidiary of Scotts Miracle-Gro (the “Merger”).  Plaintiffs allege that the Merger consideration—$3.00 per share—was inadequate and unfair and that the Defendants breached their fiduciary duties as directors and majority shareholders, and/or aided and abetted the breach of fiduciary duties, by interfering with the market check process, failing to make full disclosure of all relevant facts in the proxy statement for the Merger, and other alleged misconduct. 

Defendants have denied, and continue to deny, these allegations, that there were any legal violations, or that Plaintiffs or Class Members suffered any damages under Nevada law.

THE COURT HAS NOT RULED AS TO WHETHER THE SETTLING DEFENDANTS ARE LIABLE. THE NOTICE IS NOT INTENDED TO BE AN EXPRESSION OF ANY OPINION BY THE COURT WITH RESPECT TO THE TRUTH OF THE ALLEGATIONS IN THIS ACTION OR THE MERITS OF THE CLAIMS OR DEFENSES ASSERTED. THE NOTICE IS SOLELY TO ADVISE YOU OF THE PROPOSED SETTLEMENT OF THIS ACTION AND YOUR RIGHTS IN CONNECTION WITH THAT SETTLEMENT.

HOW DO I KNOW IF I AM A CLASS MEMBER?

You are a Class Member if you held AeroGrow stock as February 26, 2021, which was the Effective Date for the Merger, and had the right to receive the Merger Consideration of $3.00 per share, or if you were the successor or assign of such persons. As set forth in the Stipulation, excluded from the Class are: (a) any of the Defendants named in the FACC; (b) any of the Defendants’ parent companies, subsidiaries, and affiliates, (c) any of the Defendants’ officers, directors, management, employees, subsidiaries, affiliates or agents; (d) all governmental entities; and (e) the judges and chambers staff in this case, as well as any members of their immediate families. Also excluded from the Settlement Class are those Persons who would otherwise be Class Members but who timely and validly exclude themselves therefrom. Also excluded from the Settlement Class are the Dissenters Shares owned by those Persons who properly exercised their dissenters’ rights pursuant to NRS Chapter 92A.200-500 and who are respondents in the matter captioned AeroGrow International, Inc. v. Quadre Investments, L.P. et al., Case No. A-21-836612-B (the “Dissenters Rights Action”).

PLEASE NOTE: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement. ONLY PERSONS WHO HELD SHARES OF AEROGROW COMMON STOCK AS OF THE EFFECTIVE DATE OF THE MERGER AND HAD THE RIGHT TO RECEIVE THE MERGER CONSIDERATION FOR SUCH SHARES, OTHER THAN THE EXCLUDED PERSONS AND THOSE WHO OWNED Dissenters Shares, ARE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT.

WHAT IS THE MONETARY VALUE OF THE PROPOSED SETTLEMENT?

The Settlement, if approved, will result in a cash settlement fund of $15,978,202.50 (“Settlement Fund”).  The Settlement Fund, plus accrued interest and minus the costs of the Notice and all costs associated with the administration of the Settlement Fund, as well as attorneys’ fees and expenses, and the payment to Plaintiffs for representing the Class, as approved by the Court (“Net Settlement Fund”), will be distributed to eligible Settlement Class Members pursuant to the Plan of Allocation that is described in the next section of the Notice.

EXCLUSION FROM THE SETTLEMENT

If you want to keep the right to sue the Settling Defendants on your own about the legal issues in this Action, then you must take steps to get out of the Class. This is called excluding yourself from, or “opting out” of, the Class. If you are requesting exclusion because you want to bring your own lawsuit based on the matters alleged in this Action, you may want to consult an attorney and discuss whether any individual claim that you may wish to pursue would be time-barred by the applicable statutes of limitation or repose.

To exclude yourself from the Class, you must send a signed letter by mail saying that you want to be excluded from the Class in the following Action: Overbrook Capital LLC v. AeroGrow International, Inc., et al., Lead Case No. A-21-827665-B (Eighth Judicial District Court, Clark County, Nevada). To be effective, your request must include your name, address, telephone number, state the number of shares of AeroGrow common stock that you held on the Effective Date of the Merger, and contain proof of such ownership, such as a brokerage statement. Your exclusion request must be postmarked no later than March 9, 2026, and sent to the Administrator at:

AeroGrow Shareholder Litigation,
c/o A.B. Data, Ltd.
P.O. Box 170500
Milwaukee, WI 53217

You cannot exclude yourself by phone or by e-mail. If you make a proper request for exclusion, you will not receive a Settlement payment, and you cannot object to the Settlement. If you make a proper request for exclusion, you will not be legally bound by anything that happens in this Action.

OBJECT TO THE SETTLEMENT

If you are a Class Member, you may object to any or all of the following: the terms of the Settlement, the Fee and Expense Award, Plaintiffs’ request for payment of service awards for representing the Class, and/or the Plan of Allocation. In order for any objection to be considered, you must file a written statement, accompanied by proof of Class membership, with the Court and send a copy to Plaintiffs’ Counsel and the Settling Defendants’ Counsel by March 31, 2026.

The Court’s address is Eighth Judicial District Court, Clark County, Nevada, Dept. 13, 200 Lewis Ave, Las Vegas, NV 89101; Class Counsel’s address is Bottini & Bottini, Inc., 7817 Ivanhoe Avenue, Suite 102, La Jolla, CA 92037, c/o Francis A. Bottini; the Settling Defendants’ Counsel’s address is Jones Day, 325 John H. McConnell Boulevard Suite 600, Columbus, Ohio  43215-2673, c/o Marjorie Duffy.

Attendance at the Settlement Fairness Hearing is not necessary; however, Persons wishing to be heard orally at the Settlement Fairness Hearing are required to indicate in their written objection their intention to appear at the hearing and identify any witnesses they may call to testify and exhibits, if any, they intend to introduce into evidence.

WHAT IS THE DIFFERENCE BETWEEN OBJECTION AND EXCLUSION

Objecting is telling the Court that you do not like something about the proposed Settlement, the Plan of Allocation, Plaintiffs’ Counsel’s request for the Fee and Expense Award, and/or Plaintiffs’ request for payment of service awards for representing the Class. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself, you have no basis to object to the Settlement because the Settlement no longer applies to you.

Further Information:

For more details regarding this case, please reference the documents filed in the case under the “Court Documents” link on the left. You may also contact the Class Administrator for further information regarding this case.

Please be patient. If the Settlement is approved by the Court, it will take some time to conduct the Settlement distribution.