Scotts Miracle-Gro (NYSE: SMG) director gains 336 shares from dividend rights

Rhea-AI Filing Summary

Scotts Miracle-Gro director Stephen L. Johnson reported acquiring 336 common shares on February 3, 2026 at no cost through the settlement of dividend equivalent rights tied to prior equity awards. After this transaction, he directly owns 31,127 common shares and 612 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^*

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)
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)	31,127	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	612	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 Stephen L. Johnson	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 did Scotts Miracle-Gro (SMG) director Stephen L. Johnson report on this Form 4?

Stephen L. Johnson reported acquiring 336 common shares of Scotts Miracle-Gro on February 3, 2026. The shares came from dividend equivalent rights linked to prior restricted stock unit awards and were acquired at a price of $0.00 per share.

How many Scotts Miracle-Gro shares does Stephen L. Johnson own after this transaction?

After the reported transaction, Stephen L. Johnson directly owns 31,127 common shares of Scotts Miracle-Gro. He also holds 612 dividend equivalent rights, which are derivative securities that track and accrue value alongside restricted stock unit grants.

What is the nature of the 336-share transaction reported by SMG director Johnson?

The 336-share transaction is coded as "M", indicating a derivative conversion. Dividend equivalent rights converted into 336 common shares at an exercise price of $0.00, reflecting settlement of equity-based compensation rather than an open-market purchase or sale.

What are dividend equivalent rights in the context of SMG director equity awards?

Dividend equivalent rights are derivative securities that mirror dividends on underlying restricted stock units. In this case, they converted into 336 common shares, consistent with the footnote stating restricted stock units convert into common shares of Scotts Miracle-Gro on a one-for-one basis.

How does the 2023 restricted stock unit grant relate to this 2026 Form 4 for SMG?

A footnote states that on February 3, 2023, Johnson was granted 2,553 restricted stock units with accruing dividend equivalent rights, vesting on February 3, 2024. The 2026 transaction reports a later conversion of associated dividend equivalent rights into 336 common shares.