Scotts Miracle-Gro (NYSE: SMG) CEO awarded new phantom stock units

Rhea-AI Filing Summary

Scotts Miracle-Gro Chairman and CEO James Hagedorn reported an acquisition of phantom stock under an incentive arrangement. He was granted 1,194.235 phantom stock units at a reference price of $69.78 per unit, increasing his directly held phantom stock balance to 234,996.506 units.

Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or its cash value. According to the terms, the phantom stock is payable in cash after his employment with the company ends, and he may transfer these 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^*

HAGEDORN JAMES

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)	02/26/2026		A		1,194.235		(2)	(2)	Common Shares	1,194.235	$69.78	234,996.506	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 James Hagedorn	03/02/2026
	** 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) CEO James Hagedorn report on this Form 4?

James Hagedorn reported receiving a grant of phantom stock units. He acquired 1,194.235 phantom stock units, a form of deferred compensation linked to Scotts Miracle-Gro common shares, increasing his total phantom stock holdings to 234,996.506 units.

Is the Scotts Miracle-Gro (SMG) CEO buying or selling actual SMG shares in this filing?

This filing does not show open-market buying or selling of common shares. It reports an acquisition of phantom stock units, which are derivative, cash-settled awards tied to Scotts Miracle-Gro’s share value rather than direct stock purchases or sales.

How many phantom stock units does the Scotts Miracle-Gro (SMG) CEO hold after this grant?

After the reported grant, James Hagedorn holds 234,996.506 phantom stock units. This total reflects his accumulated phantom stock position, which represents a right to receive Scotts Miracle-Gro common shares or their cash value in the future.

What are the key terms of the Scotts Miracle-Gro (SMG) phantom stock reported in this Form 4?

Each phantom stock unit gives the right to receive one Scotts Miracle-Gro common share or its cash value. The units are payable in cash following the end of the CEO’s employment, and he may transfer the phantom stock into an alternative investment at any time.

At what reference price were the new Scotts Miracle-Gro (SMG) phantom stock units granted?

The 1,194.235 phantom stock units were granted at a reference price of $69.78 per unit. This price is used for reporting purposes and to define the value of the phantom stock award tied to Scotts Miracle-Gro shares.

Does the Scotts Miracle-Gro (SMG) phantom stock grant provide voting rights to the CEO?

The filing describes phantom stock as a right to receive shares or cash, payable in cash after employment ends. It does not state that these phantom stock units carry share ownership voting rights like regular Scotts Miracle-Gro common stock.