Scotts Miracle-Gro CFO receives 15 stock-linked units

The phantom stock represents a right to one common share or its cash value and is payable in cash following termination of employment.

Rhea-AI Filing Summary

Scotts Miracle-Gro (SMG) EVP, CFO & CAO Mark J. Scheiwer acquired 15 shares of phantom stock as an award on September 28, 2026. His directly held position afterward was 1,451 shares of phantom stock. The award lists a price of 50.27 per share.

Each share of phantom stock represents a right to receive one common share or its cash value. The phantom stock is payable in cash following termination of the reporting person's employment, and he may transfer it into an alternative investment at any time.

Insider Trade Summary

Grant/Award: 14.92 shares

Grant/Award 1 txn

Insider Scheiwer Mark J

Role EVP, CFO & CAO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F1, F2	14.92	$50.27	$750.03

Holdings After Transaction: Phantom Stock — 1,451.078 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 awarded: 15 shares Award price per share: 50.27 per share Direct phantom stock position after transaction: 1,451 shares

3 metrics

Phantom stock awarded 15 shares Award to Mark J. Scheiwer on September 28, 2026

Award price per share 50.27 per share Phantom stock award

Direct phantom stock position after transaction 1,451 shares Mark J. Scheiwer's reported position

Key Terms

Phantom Stock, cash value thereof, 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 thereof financial

"Issuer or the cash value thereof"

alternative investment financial

"transfer his/her phantom stock into an alternative investment at any time"

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 does SMG phantom stock represent?

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

When is Mark J. Scheiwer's SMG phantom stock payable?

The phantom stock is payable in cash following termination of the reporting person's employment. He may transfer it into an alternative investment at any time.

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

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Available on EDGAR 09/30/2026 - 11:27 AM Accepted by SEC EDGAR 09/30/2026 - 11:25 AM Learn about SEC filing dates

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)
09/28/2026

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)	09/28/2026		A		14.92		(2)	(2)	Common Shares	14.92	$50.27	1,451.078	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	09/30/2026
	** 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)