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

Rhea-AI Filing Summary

Scotts Miracle-Gro director Mark D. Kingdon reported an equity award transaction. On February 3, 2026, restricted stock units converted into 165 common shares at a price of $0, reflecting a vesting-related acquisition rather than an open-market purchase.

Following this transaction, Kingdon directly owns 11,658 common shares and 447 dividend equivalent rights. The filing notes that restricted stock units convert into common shares on a one-for-one basis and that he had been granted 1,497 restricted stock units with accruing dividend equivalent rights on July 13, 2023, vesting on February 3, 2024.

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
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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^*

Kingdon Mark D

(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		165	A	(1)	11,658	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			165	(2)	(2)	Common Shares	165	$0	447	D

Explanation of Responses:

1. Restricted stock units convert into common shares of the Issuer on a one-for-one basis.

2. On July 13, 2023, the reporting person was granted 1,497 restricted stock units, with accruing dividend equivalent rights, vesting on February 3, 2024.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Mark D. Kingdon	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 SMG director Mark D. Kingdon report in this Form 4?

Mark D. Kingdon reported the conversion of restricted stock units into 165 Scotts Miracle-Gro common shares at $0. This vesting-related transaction increased his direct holdings to 11,658 common shares and 447 dividend equivalent rights, reflecting ongoing equity-based compensation rather than an open-market trade.

How many Scotts Miracle-Gro (SMG) shares does Mark D. Kingdon now own?

After the reported transaction, Mark D. Kingdon directly owns 11,658 Scotts Miracle-Gro common shares. He also holds 447 dividend equivalent rights, which are linked to prior restricted stock unit grants that convert into common shares on a one-for-one basis when they vest.

What was the size and price of the SMG equity transaction reported?

The filing shows 165 Scotts Miracle-Gro common shares acquired at a price of $0 through restricted stock unit conversion. This reflects compensation vesting rather than a market purchase, and is paired with 165 related dividend equivalent rights reported as derivative securities activity.

How are SMG restricted stock units treated in Mark D. Kingdon’s filing?

Restricted stock units convert into Scotts Miracle-Gro common shares on a one-for-one basis. The footnotes state Kingdon was granted 1,497 restricted stock units with accruing dividend equivalent rights on July 13, 2023, scheduled to vest on February 3, 2024 under the company’s equity program.

What are dividend equivalent rights in this SMG Form 4 for Mark D. Kingdon?

Dividend equivalent rights mirror dividends on underlying restricted stock units. Kingdon reported a transaction involving 165 dividend equivalent rights on February 3, 2026, at a price of $0, and now holds 447 such rights in addition to his 11,658 directly owned Scotts Miracle-Gro common shares.