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Scotts Miracle-Gro (SMG) CFO awarded phantom stock and updates share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Scotts Miracle-Gro EVP, CFO & CAO Mark J. Scheiwer reported routine compensation-related and administrative updates to his holdings. He received a grant of 12.512 phantom stock units at $59.94 per unit, bringing his phantom stock balance to 1,378.352 units, each representing the right to receive one common share or its cash value. A small "J" code entry covered 2.939 common shares at $51.04, classified as another type of acquisition or disposition. Following these updates, he directly holds 15,378.125 common shares and indirectly holds 493.482 common shares through a 401(K) plan. Phantom stock is payable in cash after his employment ends, and he may transfer these units into alternative investments at any time.

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Insider Scheiwer Mark J
Role EVP, CFO & CAO
Type Security Shares Price Value
Grant/Award Phantom Stock 12.512 $59.94 $749.97
holding Common Shares -- -- --
Other Common Shares 2.939 $51.04 $150.01
Holdings After Transaction: Phantom Stock — 1,378.352 shares (Direct, null); Common Shares — 493.482 shares (Indirect, By 401(K) Plan); Common Shares — 15,378.125 shares (Direct, null)
Footnotes (1)
  1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof. 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.
Phantom stock grant 12.512 units at $59.94 Grant of phantom stock units on Common Shares basis
Phantom stock balance 1,378.352 units Phantom stock units following the grant
J-code common share amount 2.939 shares at $51.04 Other acquisition or disposition of Common Shares
Direct common shares 15,378.125 shares Direct Common Shares following transactions
401(k) plan common shares 493.482 shares Indirect holdings via 401(K) Plan
Phantom Stock financial
"Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof."
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.
401(K) Plan financial
"Common Shares held indirectly with nature of ownership described as By 401(K) Plan."
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
Grant, award, or other acquisition financial
"Transaction code A is described as Grant, award, or other acquisition."
Other acquisition or disposition financial
"Transaction code J is described as Other acquisition or disposition."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CFO & CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares04/30/2026JV2.939A$51.0415,378.125D
Common Shares493.482IBy 401(K) Plan
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)05/26/2026A12.512 (2) (2)Common Shares12.512$59.941,378.352D
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. Scheiwer05/28/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did SMG executive Mark J. Scheiwer report?

Mark J. Scheiwer reported a grant of 12.512 phantom stock units at $59.94 each and a small “J” code transaction involving 2.939 common shares at $51.04. He also updated his direct, indirect, and phantom stock holdings in this filing.

How many Scotts Miracle-Gro (SMG) common shares does Scheiwer hold after these transactions?

After the reported transactions, Mark J. Scheiwer directly holds 15,378.125 common shares of Scotts Miracle-Gro and indirectly holds 493.482 common shares through a 401(K) plan. These figures reflect his position immediately following the Form 4 transactions.

What is the phantom stock grant reported by SMG’s CFO and how is it valued?

Scheiwer received 12.512 phantom stock units valued at $59.94 per unit, each tied to one common share or its cash value. This grant increased his phantom stock balance to 1,378.352 units, forming part of his long-term, cash-settled compensation.

When and how are Scheiwer’s Scotts Miracle-Gro phantom stock units paid out?

The phantom stock units are payable in cash after Mark J. Scheiwer’s employment with Scotts Miracle-Gro ends. According to the filing, he may transfer his phantom stock into an alternative investment at any time before that payout event occurs.

What does the “J” transaction code mean in Scheiwer’s SMG Form 4 filing?

The “J” transaction code in Scheiwer’s Form 4 is described as “Other acquisition or disposition.” In this case, it applies to 2.939 common shares at $51.04. The filing classifies it as an “other transaction,” not a standard open-market buy or sell.