[Form 4] SCOTTS MIRACLE-GRO CO Insider Trading Activity

Rhea-AI Filing Summary

Stephen L. Johnson, a director of Scotts Miracle-Gro Co (SMG), received 247 deferred stock units on 10/01/2025 issued in lieu of a retainer at an implied price of $58.38 per share, representing a value of $14,375. After the transaction the reporting person beneficially owned 27,408 common shares. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

The filing shows a non-cash issuance of equity-linked units to a director as compensation rather than an open-market purchase or sale. The report is a routine Section 16 disclosure of a director's remuneration and resulting beneficial ownership level.

Insights

Corporate Governance Analyst

Director received 247 deferred stock units as retainer compensation on 10/01/2025.

This Form 4 documents a non-derivative issuance: 247 common-share equivalent deferred stock units were granted in lieu of a cash retainer with an implied per-share value of $58.38, totaling $14,375. The reporting person now beneficially owns 27,408 shares.

For investors, this is a routine governance-level compensation disclosure showing the director is being paid in equity units, which aligns director pay with shareholder outcomes. The filing contains no sale or open-market purchase activity and no additional terms for the deferred units are disclosed in this Form 4.

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).

1. Name and Address of Reporting Person^*

Johnson Stephen L

(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)
10/01/2025

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
Common Shares	10/01/2025		A		247	A	$58.38(1)	27,408	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

Explanation of Responses:

1. The Deferred Stock Units were issued to the reporting person in lieu of retainer in the amount of $14,375.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Stephen L. Johnson	10/03/2025
	** 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 did the Form 4 filed for SMG disclose?

The Form 4 shows Stephen L. Johnson received 247 deferred stock units on 10/01/2025, valued at $58.38 per share (total $14,375), bringing his beneficial ownership to 27,408 shares.

Was this a market purchase or sale for SMG (ticker: SMG)?

No. The transaction code is A indicating an acquisition of deferred stock units issued as compensation, not an open-market trade.

What is the nature of the securities issued on the Form 4?

They are Deferred Stock Units issued in lieu of a retainer (non-derivative common-share equivalents); no exercise or expiration dates are provided on this Form 4.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Kathy L. Uttley as attorney-in-fact for Stephen L. Johnson on 10/03/2025.