Scotts Miracle-Gro (SMG) CFO awarded new phantom stock units

Rhea-AI Filing Summary

Scotts Miracle-Gro executive Mark J. Scheiwer, EVP, CFO & CAO, reported an award of phantom stock on 01/26/2026. He received 10.367 phantom stock units at a reference price of $62.70 per unit, increasing his phantom stock holdings to 1,207.573 units, held directly.

Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or its cash value. These phantom stock units are payable in cash after his employment with the company ends, and he may transfer the units into an alternative investment at any time.

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

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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 OH 43041

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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

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

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

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)	01/26/2026		A		10.367		(2)	(2)	Common Shares	10.367	$62.7	1,207.573	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	01/28/2026
	** 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.

FAQ

What did Scotts Miracle-Gro (SMG) report in this Form 4 for Mark J. Scheiwer?

The filing reports that EVP, CFO & CAO Mark J. Scheiwer received 10.367 phantom stock units on 01/26/2026 at a reference price of $62.70, bringing his total directly held phantom stock balance to 1,207.573 units linked to Scotts Miracle-Gro common shares.

How many phantom stock units does SMG executive Mark J. Scheiwer now hold?

After the reported transaction, Mark J. Scheiwer beneficially owns 1,207.573 phantom stock units. These units track Scotts Miracle-Gro common shares and are settled in cash after his employment ends, providing deferred, share-linked compensation rather than immediate stock ownership.

What does each Scotts Miracle-Gro phantom stock unit represent for SMG’s CFO?

Each phantom stock unit represents the right to receive either one Scotts Miracle-Gro common share or the cash value of that share. For Mark J. Scheiwer, the award functions as cash-settled, share-linked compensation rather than granting voting or direct ownership rights to actual common shares.

When can SMG’s Mark J. Scheiwer receive payment for his phantom stock units?

Phantom stock units are payable in cash following the termination of Mark J. Scheiwer’s employment with Scotts Miracle-Gro. Until then, the units remain as deferred compensation tied to the company’s share value, with flexibility to move them into alternative investments.

Did Scotts Miracle-Gro (SMG) issue common shares in this Form 4 transaction?

No, the transaction involves phantom stock units rather than newly issued common shares. These units reference Scotts Miracle-Gro common stock value and will be settled in cash after employment ends, so they do not immediately change the company’s outstanding share count or voting structure.

What is the nature of ownership for the phantom stock reported by SMG’s CFO?

The 1,207.573 phantom stock units are reported as directly owned by Mark J. Scheiwer. Although directly held, they provide only a future cash entitlement linked to Scotts Miracle-Gro’s share price, not current voting rights or direct ownership of common stock.