SCOTTS MIRACLE-GRO (SMG) director gets 420-share equity grant in lieu of $28,750 retainer

Rhea-AI Filing Summary

SCOTTS MIRACLE-GRO CO director Brian E. Sandoval received a grant of 420 Common Shares as compensation. The Form 4 shows these Deferred Stock Units were issued in lieu of a cash retainer of $28,750, effectively converting his board fees into equity.

Each unit was valued at $68.57 per share on the grant date. Following this award, Sandoval directly holds 19,615 Common Shares. This is a routine, compensation-related equity grant rather than an open-market share purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sandoval Brian E

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	420	$68.57	$29K

Holdings After Transaction: Common Shares — 19,615 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 420 shares Grant price per share: $68.57 per share Retainer value: $28,750 +1 more

4 metrics

Shares granted 420 shares Deferred Stock Units grant on July 1, 2026

Grant price per share $68.57 per share Valuation of Deferred Stock Units on grant date

Retainer value $28,750 Board retainer amount taken in Deferred Stock Units

Shares held after grant 19,615 shares Total direct Common Shares following transaction

Key Terms

Deferred Stock Units, retainer, Grant, award, or other acquisition

3 terms

Deferred Stock Units financial

"The Deferred Stock Units were issued to the reporting person in lieu of retainer in the amount of $28,750."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

retainer financial

"The Deferred Stock Units were issued to the reporting person in lieu of retainer in the amount of $28,750."

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 10:50 AM Accepted by SEC EDGAR 07/06/2026 - 10:50 AM Learn about SEC filing dates

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
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^*

Sandoval Brian E

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/01/2026		A		420	A	$68.57(1)	19,615	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 $28,750.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Brian E. Sandoval	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did SCOTTS MIRACLE-GRO CO (SMG) report for Brian E. Sandoval?

SCOTTS MIRACLE-GRO CO reported that director Brian E. Sandoval received 420 Common Shares as a Deferred Stock Unit grant. The units were issued as compensation in lieu of a cash retainer, not as an open-market share purchase or sale.

What was the value of Brian E. Sandoval’s equity grant at SCOTTS MIRACLE-GRO (SMG)?

The equity grant to Brian E. Sandoval was tied to a $28,750 retainer. He received 420 Deferred Stock Units at $68.57 per share, reflecting the value of his director retainer that was taken in stock instead of cash.

How many SCOTTS MIRACLE-GRO (SMG) shares does Brian E. Sandoval hold after this Form 4?

After the grant, Brian E. Sandoval directly holds 19,615 Common Shares of SCOTTS MIRACLE-GRO. This total includes the newly issued 420 Deferred Stock Units that were granted as part of his board compensation package in lieu of a cash retainer.

Was Brian E. Sandoval’s SCOTTS MIRACLE-GRO (SMG) Form 4 a market purchase or sale?

The Form 4 reflects a compensation-related grant, not a market trade. Brian E. Sandoval received 420 Deferred Stock Units as a retainer-equivalent award, classified as a grant or other acquisition under transaction code “A,” rather than buying or selling shares on the open market.

What does transaction code “A” mean in Brian E. Sandoval’s SCOTTS MIRACLE-GRO (SMG) filing?

Transaction code “A” indicates a grant, award, or other acquisition of securities. In this case, Brian E. Sandoval was granted 420 Deferred Stock Units as board compensation, issued instead of receiving a $28,750 cash retainer for his director service.