Scotts Miracle-Gro (SMG) director Kingdon acquires 106 dividend equivalent rights

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company director Mark D. Kingdon reported a small equity-related award. On 12/05/2025, a Form 4 filing shows the acquisition of 106 dividend equivalent rights tied to existing deferred stock unit (DSU) or restricted stock unit (RSU) grants. Each dividend equivalent right is described as the economic equivalent of one common share of Scotts Miracle-Gro.

Following this transaction, Kingdon beneficially owned 612 derivative securities in total, held in direct ownership form. The filing clarifies that these dividend equivalent rights become exercisable proportionately with the underlying DSUs or RSUs, aligning their value with the company’s common shares over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kingdon Mark D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	106	$0.00	--

Holdings After Transaction: Dividend Equivalent Rights — 612 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Kingdon Mark D

(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		106		(1)	(1)	Common Shares	106	(1)	612	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 Mark D. Kingdon	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) disclose in this Form 4?

The filing reports that director Mark D. Kingdon acquired 106 dividend equivalent rights on 12/05/2025, linked to existing DSU or RSU grants.

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 are the economic equivalent of one common share of Scotts Miracle-Gro for each right.

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

After the reported transaction, the director beneficially owned 612 derivative securities, according to the Form 4.

How do the dividend equivalent rights for SMG vest or become exercisable?

The filing explains that the dividend equivalent rights become exercisable proportionately with the DSUs or RSUs to which they relate.

What is the relationship of the reporting person to Scotts Miracle-Gro (SMG)?

The reporting person is identified as a Director of The Scotts Miracle-Gro Company.

Is the ownership of the reported SMG derivative securities direct or indirect?

The Form 4 indicates that the 612 derivative securities are held under direct (D) ownership.