$15.98M AeroGrow Shareholder Class Action Settlement

Shareholder Litigation · Final Approval Granted — Payments Pending

Current Status

There is no claim form, so there was never a claim deadline. The opt-out deadline (March 9, 2026) and the objection deadline (March 31, 2026) have both passed. After the April 30, 2026 settlement hearing, the Eighth Judicial District Court in Clark County, Nevada entered its Final Judgment and Order Granting Final Approval of Class Action Settlement on May 8, 2026, according to the court’s docket, and the case is now closed. No payment date had been announced as of September 25, 2026. Eligible former shareholders do not need to do anything to be paid.

What Changed Recently?

The court granted final approval on May 8, 2026, awarding class counsel $6,115,487.71 in attorneys’ fees and approving $35,000 in total service awards. The case, Overbrook Capital LLC v. AeroGrow International, Inc., et al., challenged the price minority shareholders received when SMG Growing Media, Inc., a wholly owned subsidiary of The Scotts Miracle-Gro Company, acquired the rest of AeroGrow in a merger that took effect on February 26, 2021. Scotts Miracle-Gro was already AeroGrow’s majority shareholder, and remaining holders were cashed out at $3.00 a share.

The plaintiffs allege that $3.00 was inadequate and unfair, and that AeroGrow’s directors and its majority shareholder breached their fiduciary duties, or aided and abetted a breach, by interfering with the market check, leaving material facts out of the merger proxy statement and through other alleged conduct. The defendants deny the allegations, deny that any law was violated and deny that shareholders were damaged under Nevada law. The court made no finding of liability.

The settlement came after roughly five years of litigation. The first complaint was filed in January 2021, the court certified the class by stipulation in March 2022, and the court decided five summary judgment motions in March 2025, dismissing two individual director defendants. With a jury trial set to begin in October 2025, the parties accepted a mediator’s proposal from retired judge Layn Phillips in September 2025 and signed the Stipulation and Agreement of Settlement on December 9, 2025.

Other take-private cases have been resolved the same way, with the money following the shares rather than a claim form — including the Continental Resources shareholder settlement over the Hamm family buyout and the PowerSchool stockholder settlement over its Bain Capital deal.

Who Qualifies?

The class covers everyone who held AeroGrow International, Inc. common stock on February 26, 2021, the effective date of the merger, and had the right to receive the $3.00-a-share merger consideration for those shares, plus their successors and assigns. AeroGrow traded on the OTCQB market under the symbol AERO before the merger.

Excluded are the defendants named in the amended complaint; their parents, subsidiaries and affiliates; their officers, directors, management, employees and agents; government entities; the judges and chambers staff on the case and their immediate families; and anyone who timely requested exclusion. Shares for which dissenters’ rights were properly exercised under Nevada law are also excluded. Those holders are respondents in a separate appraisal case, AeroGrow International, Inc. v. Quadre Investments, L.P., et al., Case No. A-21-836612-B, and the settlement does not release those appraisal claims.

Buying or selling AeroGrow stock at other times does not matter. What counts is holding shares on the merger date and being entitled to the $3.00 payment for them.

How Much Can You Get?

The settlement fund is $15,978,202.50 in cash, plus interest. Administration and notice costs, taxes, the $6,115,487.71 in attorneys’ fees the court awarded, and $35,000 in total service awards to the two plaintiff entities come out first. What remains is the net settlement fund.