Scotts Miracle-Gro (SMG) director reports new dividend equivalent rights on Form 4

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company director reports routine equity-based compensation activity. A company director filed a Form 4 disclosing the acquisition of 42 dividend equivalent rights tied to existing deferred stock units (DSUs) or restricted stock units (RSUs) on 12/05/2025. After this transaction, the reporting person holds 150 derivative securities directly. The filing explains that each dividend equivalent right is economically equal to one common share of Scotts Miracle-Gro and vests proportionately with the related DSUs or RSUs, reflecting ongoing alignment of director compensation with shareholder interests rather than a cash transaction.

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^*

Candelino Roberto

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2025

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
Dividend Equivalent Rights	(1)	12/05/2025		A		42		(1)	(1)	Common Shares	42	(1)	150	D

Explanation of Responses:

1. The dividend equivalent rights accrued on DSU or RSU grants and become exercisable proportionately with the DSUs or RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one common share of the Issuer.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Roberto Candelino	12/08/2025
	** 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 insider transaction at Scotts Miracle-Gro (SMG) is disclosed in this Form 4?

The Form 4 reports that a director acquired 42 dividend equivalent rights on 12/05/2025, increasing their holdings of derivative securities related to Scotts Miracle-Gro common shares.

Who is the reporting person in this Scotts Miracle-Gro (SMG) Form 4 and what is their role?

The reporting person is a director of The Scotts Miracle-Gro Company, as indicated by the checked relationship box in the filing.

What are the dividend equivalent rights reported for Scotts Miracle-Gro (SMG)?

The filing states that the dividend equivalent rights accrue on DSU or RSU grants and become exercisable proportionately with those DSUs or RSUs. Each right is the economic equivalent of one common share of Scotts Miracle-Gro.

How many derivative securities does the Scotts Miracle-Gro (SMG) director own after this transaction?

Following the reported transaction, the director beneficially owns 150 derivative securities directly, as shown in Table II of the Form 4.

What type of security is reported in Table II for Scotts Miracle-Gro (SMG)?

Table II identifies the derivative security as Dividend Equivalent Rights, each tied to an underlying common share of The Scotts Miracle-Gro Company.

Does this Scotts Miracle-Gro (SMG) insider transaction involve a Rule 10b5-1 trading plan?

The form includes a checkbox for transactions under a Rule 10b5-1(c) plan, but the excerpt does not show that box marked in connection with this specific dividend equivalent rights transaction.