Scotts Miracle-Gro CFO receives Phantom Stock grant

SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, received a grant of 3.911 shares of Phantom Stock on 2026-07-27.

Accepted by SEC EDGAR 07/28/2026 - 12:18 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, received a grant of 3.911 shares of Phantom Stock on 2026-07-27. Each phantom share represents the right to receive one common share or its cash value and is payable in cash after employment terminates. Following this award, Scheiwer holds 1,408.604 Phantom Stock shares directly. The transaction is reported as a grant or award acquisition and is not designated as made under a Rule 10b5‑1 trading plan.

Insider Trade Summary

Grant/Award: 3.911 shares

Grant/Award 1 txn

Insider Scheiwer Mark J

Role EVP, CFO & CAO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F1, F2	3.911	$69.55	$272.01

Holdings After Transaction: Phantom Stock — 1,408.604 contracts (Direct)

Holdings Before and After: Phantom Stock, 1,404.693 to 1,408.604 contracts (Direct)

Footnotes (2)

1. F1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.
2. F2. Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his/her phantom stock into an alternative investment at any time.

Key Figures

Phantom Stock granted: 3.911 shares Price per Phantom Stock share: $69.5500 Phantom Stock holdings after grant: 1,408.604 shares +1 more

4 metrics

Phantom Stock granted 3.911 shares Grant of Phantom Stock reported on 2026-07-27

Price per Phantom Stock share $69.5500 Reported transaction price per phantom share

Phantom Stock holdings after grant 1,408.604 shares Total direct Phantom Stock position following the transaction

Underlying common shares 3.911 shares Common shares underlying the granted Phantom Stock units

Key Terms

Phantom Stock, cash value, alternative investment

3 terms

Phantom Stock financial

"Each share of phantom stock represents the right to receive one common share"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

cash value financial

"the right to receive one common share of Issuer or the cash value thereof"

Cash value is the amount of money you could get right away if an asset or contract were converted to cash or surrendered, after any fees or penalties. Think of it like the cash you could pull out of a savings jar when you need it; for investors it signals how much immediate liquidity or recoverable worth exists in an investment, insurance policy, or balance-sheet item.

alternative investment financial

"The reporting person may transfer his/her phantom stock into an alternative investment"

Assets and strategies outside traditional stocks, bonds and cash, such as real estate, private equity, hedge funds, commodities, art and certain digital assets; they often have different ways of making money and different rules for buying and selling. Investors use them to change how a portfolio behaves—like adding spices to a meal to alter the flavor—because they can reduce overall risk or boost returns, but they may be harder to sell, cost more, and carry unique risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SMG executive Mark J. Scheiwer report in this Form 4 filing?

Mark J. Scheiwer reported a grant of 3.911 Phantom Stock shares, each tied to one common share or its cash value. This award increases his direct Phantom Stock holdings to 1,408.604 shares as part of his compensation package.

How many Phantom Stock shares does Mark J. Scheiwer now hold at SMG?

After the reported transaction, Mark J. Scheiwer holds 1,408.604 Phantom Stock shares. These are cash-settled units linked to Scotts Miracle-Gro common shares and become payable in cash following termination of his employment with the company.

What does the Phantom Stock granted to SMG’s CFO represent?

Each granted Phantom Stock share represents the right to receive one common share or its cash value. The units are payable in cash after the executive’s employment ends and can be moved into an alternative investment at any time before payment.

Was the SMG CFO’s Phantom Stock award under a Rule 10b5-1 trading plan?

The transaction was not designated as conducted under a Rule 10b5-1 trading plan. It is reported with a grant/award code, indicating a compensation-related acquisition rather than an open-market trade under a preset trading arrangement.

Is the SMG Phantom Stock award a market purchase of common shares?

No. The filing shows a grant of Phantom Stock, a cash-settled derivative tied to common shares, not a market purchase. The units are payable in cash after employment ends and may be reallocated to an alternative investment before payout.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Scheiwer Mark J

(Last) (First) (Middle)

C/O THE SCOTTS MIRACLE-GRO COMPANY

14111 SCOTTSLAWN ROAD

(Street)

MARYSVILLE OHIO 43041

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SCOTTS MIRACLE-GRO CO [ SMG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	07/27/2026		A		3.911		(2)	(2)	Common Shares	3.911	$69.55	1,408.604	D

Explanation of Responses:

1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

2. Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his/her phantom stock into an alternative investment at any time.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Mark J. Scheiwer	07/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)