Scotts Miracle-Gro (SMG) director converts dividend rights into 336 shares

Rhea-AI Filing Summary

Scotts Miracle-Gro director Brian E. Sandoval reported the conversion of equity awards into common shares. On February 3, 2026, 336 dividend equivalent rights were exercised at $0 and delivered as 336 common shares.

Following this transaction, Sandoval directly held 18,723 common shares of Scotts Miracle-Gro and 636 dividend equivalent rights. The filing notes that restricted stock units convert into common shares on a one-for-one basis and references a prior grant of 2,553 restricted stock units with accruing dividend equivalent rights.

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

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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)
02/03/2026

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	02/03/2026		M		336	A	(1)	18,723	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)	02/03/2026		M			336	(2)	(2)	Common Shares	336	$0	636	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 2,553 restricted stock units, with accruing dividend equivalent rights, vesting on February 3, 2024.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Brian E. Sandoval	02/05/2026
	** 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 insider transaction did Brian E. Sandoval report at Scotts Miracle-Gro (SMG)?

Brian E. Sandoval reported exercising 336 dividend equivalent rights, which converted into 336 common shares at $0 per share. This was recorded as a code M transaction on February 3, 2026, reflecting the settlement of previously granted equity-based awards.

How many Scotts Miracle-Gro (SMG) shares does Brian E. Sandoval hold after this Form 4?

After the reported transaction, Brian E. Sandoval directly held 18,723 common shares of Scotts Miracle-Gro. He also held 636 dividend equivalent rights, which represent derivative securities linked to common shares, according to the Form 4 ownership tables.

What are the dividend equivalent rights reported by Brian E. Sandoval at SMG?

The filing shows Sandoval held dividend equivalent rights that converted into 336 common shares at $0 per right. These rights accrued on a prior restricted stock unit grant and are listed as derivative securities tied to Scotts Miracle-Gro common shares on a one-for-one basis.

What prior equity grant is referenced in Brian E. Sandoval’s Scotts Miracle-Gro Form 4?

A footnote states that on February 3, 2023, Sandoval was granted 2,553 restricted stock units with accruing dividend equivalent rights, vesting on February 3, 2024. The current Form 4 reflects activity related to these equity awards and their associated dividend equivalents.

What does transaction code M indicate in the Scotts Miracle-Gro (SMG) Form 4?

Transaction code M indicates the exercise or conversion of a derivative security, such as an option or right, into underlying shares. Here, 336 dividend equivalent rights were converted into 336 common shares of Scotts Miracle-Gro at an exercise price of $0 per share.