Scotts Miracle-Gro (SMG) CFO Mark Scheiwer adds dividend rights and phantom stock in Form 4

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company executive reports derivative equity awards. EVP, CFO & CAO Mark J. Scheiwer filed a Form 4 showing two transactions dated 12/05/2025. He acquired 50 dividend equivalent rights, each economically equal to one common share of Scotts Miracle-Gro, bringing his total beneficially owned derivative position in this award type to 363 units. He also acquired 14.07 shares of phantom stock, increasing his phantom stock balance to 1,187.36 units. Dividend equivalent rights accrue on DSU or RSU grants and become exercisable proportionately with the related awards, while each share of phantom stock represents the right to receive one common share or its cash value, generally payable in cash after employment ends.

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^*

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)
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		50		(1)	(1)	Common Shares	50	(1)	363	D
Phantom Stock	(2)	12/05/2025		A		14.07		(3)	(3)	Common Shares	14.07	(2)	1,187.36	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.

2. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

3. 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	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.

FAQ

What insider transaction did Scotts Miracle-Gro (SMG) report for Mark J. Scheiwer?

On 12/05/2025, EVP, CFO & CAO Mark J. Scheiwer reported acquiring 50 dividend equivalent rights and 14.07 shares of phantom stock tied to Scotts Miracle-Gro common shares.

How many dividend equivalent rights does the Scotts Miracle-Gro (SMG) executive now hold?

After acquiring 50 new dividend equivalent rights on 12/05/2025, Mark J. Scheiwer beneficially owns 363 derivative securities of this type tied to Scotts Miracle-Gro common shares.

What are dividend equivalent rights in the Scotts Miracle-Gro (SMG) Form 4?

The filing states that dividend equivalent rights accrue on DSU or RSU grants, become exercisable proportionately with those awards, and each right is the economic equivalent of one Scotts Miracle-Gro common share.

What is the phantom stock reported by the Scotts Miracle-Gro (SMG) executive?

Each share of phantom stock represents the right to receive one Scotts Miracle-Gro common share or its cash value, and is generally payable in cash following termination of the executive's employment with the company.

How many phantom stock units does the Scotts Miracle-Gro (SMG) executive hold after this transaction?

Following the 12/05/2025 acquisition of 14.07 phantom stock units, Mark J. Scheiwer beneficially owns 1,187.36 phantom stock units linked to Scotts Miracle-Gro common shares.

Who signed the Scotts Miracle-Gro (SMG) Form 4 and on what date?

The Form 4 was signed by /s/ Kathy L. Uttley as attorney-in-fact for Mark J. Scheiwer on 12/08/2025.