Scotts Miracle-Gro (SMG) CFO awarded new phantom stock grant

Rhea-AI Filing Summary

Scheiwer Mark J reported acquisition or exercise transactions in this Form 4 filing.

SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, reported receiving a grant of 10.748 units of phantom stock on February 26, 2026. The award is recorded at a reference price of $69.78 per unit and is classified as a derivative security.

Each phantom stock unit represents the right to receive one common share of the company or the cash value of that share. The phantom stock is payable in cash after Scheiwer’s employment with the company ends, and he may move these units into an alternative investment at any time. Following this grant, he holds a total of 1,218.321 phantom stock units directly.

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^*

Scheiwer Mark J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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

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
Phantom Stock	(1)	02/26/2026		A		10.748		(2)	(2)	Common Shares	10.748	$69.78	1,218.321	D

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. Scheiwer	03/02/2026
	** 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 SMG executive Mark J. Scheiwer report?

Mark J. Scheiwer reported receiving 10.748 units of phantom stock on February 26, 2026. This was a grant classified as a derivative security, linked to Scotts Miracle-Gro common shares or their cash value, and increased his total phantom stock holdings to 1,218.321 units.

How many phantom stock units does SMG’s CFO hold after this Form 4?

After this transaction, Mark J. Scheiwer holds 1,218.321 phantom stock units directly. These units are tied to Scotts Miracle-Gro common shares or their cash value and will be settled in cash following the end of his employment with the company.

What does SMG phantom stock represent for Mark J. Scheiwer?

Each share of Scotts Miracle-Gro phantom stock represents the right to receive one common share or its cash value. For Mark J. Scheiwer, these are cash-settled rights, not actual shares, payable after his employment with the company terminates under the plan’s terms.

When will Mark J. Scheiwer’s SMG phantom stock be paid out?

The phantom stock units are payable in cash after Mark J. Scheiwer’s employment with Scotts Miracle-Gro ends. Until then, the units track the value of the company’s common shares under the plan and can be moved into alternative investments by him at any time.

Is the SMG phantom stock grant to Mark J. Scheiwer a stock purchase?

No, the transaction is a grant of phantom stock, not an open-market stock purchase. It is recorded as an acquisition of derivative securities that provide cash-settled rights linked to Scotts Miracle-Gro’s common share value rather than direct share ownership.

Can SMG’s Mark J. Scheiwer change his phantom stock investment?

Yes. Under the plan’s terms, Mark J. Scheiwer may transfer his phantom stock units into an alternative investment at any time. Despite such transfers, the units are ultimately payable in cash following the termination of his employment with Scotts Miracle-Gro.