Scotts Miracle-Gro (NYSE: SMG) director Shumlin gains stock via awards

Rhea-AI Filing Summary

Scotts Miracle-Gro director Peter E. Shumlin reported stock-based awards and conversions. On 01/30/2026, he acquired 4,049 common shares at $0, bringing his direct holdings to 30,328 shares. On 02/02/2026, 182 dividend equivalent rights were converted at $0 into 182 common shares, increasing his direct ownership to 30,510 shares.

The 182-share conversion came from dividend equivalent rights tied to a grant of 1,398 restricted stock units awarded on February 3, 2023, which vest on February 2, 2026. After this transaction, 1,028 dividend equivalent rights remain outstanding.

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^*

Shumlin Peter 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)
01/30/2026

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
Common Shares	01/30/2026		A		4,049	A	$0	30,328	D
Common Shares	02/02/2026		M		182	A	(1)	30,510	D

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)	02/02/2026		M			182	(2)	(2)	Common Shares	182	$0	1,028	D

Explanation of Responses:

1. Restricted stock units convert into common shares of the Issuer on a one-for-one basis.

2. On February 3, 2023, the reporting person was granted 1,398 restricted stock units, with accruing dividend equivalent rights, vesting on February 2, 2026.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Peter E. Shumlin	02/03/2026
	** 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.
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FAQ

What insider transactions did SMG director Peter E. Shumlin report?

Peter E. Shumlin reported two stock-related acquisitions. On 01/30/2026, he received 4,049 Scotts Miracle-Gro common shares at $0. On 02/02/2026, 182 dividend equivalent rights were converted at $0 into 182 common shares, further increasing his direct ownership.

How many Scotts Miracle-Gro (SMG) shares does Peter E. Shumlin own after these transactions?

After the reported transactions, Peter E. Shumlin directly owns 30,510 Scotts Miracle-Gro common shares. This reflects the 4,049-share award on 01/30/2026 and the 182-share conversion from dividend equivalent rights on 02/02/2026, as disclosed in the Form 4.

What are restricted stock units and dividend equivalent rights in the SMG Form 4?

The filing explains that restricted stock units convert into Scotts Miracle-Gro common shares on a one-for-one basis. Dividend equivalent rights are linked to those units and can convert into additional common shares, such as the 182 rights exercised into 182 shares on 02/02/2026.

When were Peter E. Shumlin’s SMG restricted stock units granted and when do they vest?

Peter E. Shumlin was granted 1,398 restricted stock units with accruing dividend equivalent rights on February 3, 2023. According to the disclosure, these restricted stock units vest on February 2, 2026, aligning with the reported conversion of 182 dividend equivalent rights into common shares.

How many Scotts Miracle-Gro dividend equivalent rights does Peter E. Shumlin hold after the conversion?

Following the 02/02/2026 transaction, Peter E. Shumlin beneficially owns 1,028 dividend equivalent rights. Earlier that day, 182 dividend equivalent rights were exercised at $0 and converted into 182 Scotts Miracle-Gro common shares, as detailed in the derivative securities table.