Scotts Miracle-Gro (SMG) director adds 189 dividend equivalent rights in Form 4

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company director reports routine equity-based compensation activity. A director of Scotts Miracle-Gro, identified in the signature block as Brian E. Sandoval, reported a transaction dated 12/05/2025 involving derivative securities tied to the company’s common shares. The filing shows the acquisition of 189 dividend equivalent rights related to existing deferred stock unit (DSU) or restricted stock unit (RSU) grants. Each dividend equivalent right is described as the economic equivalent of one common share of Scotts Miracle-Gro.

Following this transaction, the reporting person beneficially owns 1,154 derivative securities in direct form. According to the explanation, these dividend equivalent rights accrue on DSU or RSU grants and become exercisable proportionately with the underlying awards, aligning the director’s economic interests with those of common shareholders.

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
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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^*

Sandoval Brian E

(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		189		(1)	(1)	Common Shares	189	(1)	1,154	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 Brian E. Sandoval	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 did Scotts Miracle-Gro (SMG) report in this Form 4?

The filing reports that a director acquired 189 dividend equivalent rights on 12/05/2025, tied to existing DSU or RSU grants linked to Scotts Miracle-Gro common shares.

Who is the reporting person in the Scotts Miracle-Gro (SMG) Form 4?

The signature block identifies Brian E. Sandoval as the reporting person, with the form signed by Kathy L. Uttley as attorney-in-fact.

What are dividend equivalent rights in the Scotts Miracle-Gro (SMG) Form 4?

The filing explains that the dividend equivalent rights accrue on DSU or RSU grants and become exercisable proportionately with those awards, with each right being the economic equivalent of one common share of Scotts Miracle-Gro.

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

After the reported transaction, the director beneficially owns 1,154 derivative securities directly, as stated in the derivative securities table.

What is the director’s relationship to Scotts Miracle-Gro (SMG) as disclosed?

The filing indicates the reporting person’s relationship to Scotts Miracle-Gro as a Director of the company.

Do the dividend equivalent rights in this Scotts Miracle-Gro (SMG) Form 4 relate to common shares?

Yes. The explanation states that each dividend equivalent right is the economic equivalent of one common share of the issuer, Scotts Miracle-Gro.