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

Rhea-AI Filing Summary

Miller Austin Scott reported acquisition or exercise transactions in this Form 4 filing.

Scotts Miracle-Gro director Austin Scott Miller received an equity-linked award of 48 dividend equivalent rights. These rights were granted at a price of $0.00 per right and increase his directly held dividend equivalent rights to 81 following the transaction. According to the disclosure, each dividend equivalent right is economically equal to one common share and accrues on DSU or RSU grants, becoming exercisable in step with the underlying DSUs or RSUs.

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

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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^*

Miller Austin Scott

(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)
03/06/2026

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
Dividend Equivalent Rights	(1)	03/06/2026		A		48		(1)	(1)	Common Shares	48	(1)	81	D

Explanation of Responses:

1. The dividend equivalent rights accrued on DSU or RSU grants and become exercisable proportionately with the DSUs or RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one common share of the Issuer.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Austin Scott Miller	03/09/2026
	** 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 director Austin Scott Miller report on this Form 4?

Austin Scott Miller reported the acquisition of 48 dividend equivalent rights at a price of $0.00 per right. These rights are tied to existing DSU or RSU awards and represent additional equity-linked compensation rather than an open-market stock purchase.

What are dividend equivalent rights reported in the SMG Form 4 filing?

Dividend equivalent rights are equity-linked instruments that accrue on DSU or RSU grants and mirror cash dividends on common shares. Each right is the economic equivalent of one Scotts Miracle-Gro common share and becomes exercisable proportionately with the related DSUs or RSUs over time.

How many dividend equivalent rights does the SMG director hold after this transaction?

Following the award, the director holds a total of 81 dividend equivalent rights directly. This total reflects the newly granted 48 rights combined with previously held rights, all linked to underlying DSU or RSU grants described in the insider ownership disclosure.

Did the SMG Form 4 show any open-market buying or selling of common shares?

The transaction disclosed involves a grant of dividend equivalent rights, not open-market trading of common shares. The award was reported with a transaction price of $0.00 per right, indicating equity-linked compensation rather than a purchase or sale on the stock market.

How do the SMG dividend equivalent rights relate to DSU or RSU awards?

The dividend equivalent rights accrue on DSU or RSU grants and follow their vesting schedule. They become exercisable proportionately with the underlying DSUs or RSUs and are intended to provide economic value equivalent to dividends on Scotts Miracle-Gro common shares during the vesting period.