Scotts Miracle-Gro (SMG) director awarded 151 dividend equivalent rights

Rhea-AI Filing Summary

Sandoval Brian E reported acquisition or exercise transactions in this Form 4 filing.

SCOTTS MIRACLE-GRO CO director Brian E. Sandoval received an equity-related award. On the reported date, he was granted 151 dividend equivalent rights tied to existing deferred or restricted stock unit grants, at a stated price of $0 per right. Following this award, he holds 787 dividend equivalent rights, each economically equivalent to one common share.

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^*

Sandoval Brian E

(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		151		(1)	(1)	Common Shares	151	(1)	787	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 Brian E. Sandoval	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.
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FAQ

What insider transaction did SMG director Brian Sandoval report on this Form 4?

Brian E. Sandoval reported receiving an award of 151 dividend equivalent rights. These rights are linked to existing DSU or RSU grants and increase his total holdings of such rights to 787, each economically equivalent to one common share of Scotts Miracle-Gro.

What are the terms of the dividend equivalent rights reported for SMG on this Form 4?

The filing shows 151 dividend equivalent rights granted at a price of $0 per right. A footnote explains these rights accrue on DSU or RSU grants and become exercisable proportionately with the underlying units, each representing the economic equivalent of one common share.

How many dividend equivalent rights does Brian Sandoval hold in SMG after this transaction?

After this award, Brian Sandoval is reported to hold 787 dividend equivalent rights. The filing states that each dividend equivalent right is economically equivalent to one common share of Scotts Miracle-Gro and is associated with underlying deferred or restricted stock unit grants.

Is the SMG Form 4 transaction a purchase or a grant of securities?

The Form 4 describes the transaction as a grant or award acquisition, coded "A" for acquisition. It reflects 151 dividend equivalent rights awarded in connection with DSU or RSU grants, rather than an open-market purchase of common shares by the director.

How do the SMG dividend equivalent rights reported on this Form 4 become exercisable?

According to the footnote, the dividend equivalent rights accrue on DSU or RSU grants and become exercisable proportionately with those DSUs or RSUs. This means their exercisability follows the same schedule or vesting conditions as the related underlying unit awards.

What economic exposure do SMG dividend equivalent rights provide to Brian Sandoval?

The Form 4 explains that each dividend equivalent right is the economic equivalent of one common share. This gives Brian Sandoval economic exposure similar to owning common shares, linked to his deferred or restricted stock unit grants, without representing direct common stock ownership.