Scotts Miracle-Gro director adds 159 dividend equivalent rights

The Scotts Miracle-Gro Company director reports additional derivative equity units.

Accepted by SEC EDGAR 12/08/2025 - 02:54 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company director reports additional derivative equity units. A reporting person serving as a director of The Scotts Miracle-Gro Company (SMG) filed a Form 4 disclosing a derivative equity transaction dated 12/05/2025. The filing shows an acquisition of 159 dividend equivalent rights, which are linked to previously granted deferred stock units (DSUs) or restricted stock units (RSUs).

According to the disclosure, each dividend equivalent right is the economic equivalent of one common share of Scotts Miracle-Gro and becomes exercisable proportionately with the related DSUs or RSUs. Following this transaction, the reporting person beneficially owns 948 derivative securities tied to common shares on a direct basis. This reflects routine equity-based compensation activity rather than a cash transaction.

Insider Trade Summary

Grant/Award: 159 shares

Grant/Award 1 txn

Insider Johnson Stephen L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	159	$0.00	$0.00

Holdings After Transaction: Dividend Equivalent Rights — 948 contracts (Direct)

Holdings Before and After: Dividend Equivalent Rights, 789 to 948 contracts (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Scotts Miracle-Gro (SMG) report in this Form 4?

The Form 4 reports that a director of The Scotts Miracle-Gro Company acquired 159 dividend equivalent rights linked to existing DSU or RSU grants on 12/05/2025.

What are the dividend equivalent rights reported for Scotts Miracle-Gro (SMG)?

The filing states that the dividend equivalent rights accrued on DSU or RSU grants and each right is the economic equivalent of one common share of Scotts Miracle-Gro, becoming exercisable proportionately with the related DSUs or RSUs.

How many derivative securities does the Scotts Miracle-Gro (SMG) director own after this transaction?

After the reported transaction, the director beneficially owns 948 derivative securities tied to common shares of The Scotts Miracle-Gro Company.

What is the role of the reporting person in Scotts Miracle-Gro (SMG)?

The reporting person is identified as a Director of The Scotts Miracle-Gro Company, with the Form 4 marked as being filed by one reporting person.

Is the Scotts Miracle-Gro (SMG) Form 4 transaction a routine equity compensation event?

Yes. The Form 4 describes the accrual of dividend equivalent rights on existing DSU or RSU grants, which is a common form of equity-based compensation rather than an open-market stock trade.

Does this Scotts Miracle-Gro (SMG) Form 4 involve common shares directly?

The transaction is reported in Table II for derivative securities and involves dividend equivalent rights whose value is based on the company’s common shares, rather than a direct purchase or sale of common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

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)
12/05/2025

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)	12/05/2025		A		159		(1)	(1)	Common Shares	159	(1)	948	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 Stephen L. Johnson	12/08/2025
	** 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.