Director Brian Sandoval gains SMG (NYSE: SMG) stock via awards and vesting

Rhea-AI Filing Summary

Scotts Miracle-Gro director Brian E. Sandoval reported routine equity awards and vesting activity. On 01/30/2026, he acquired 448 common shares at $64.22 as deferred stock units issued in lieu of a $28,750 director retainer, and 3,271 additional common shares at $0.

On 02/02/2026, 182 restricted stock units, including dividend equivalent rights from a grant of 1,398 units awarded on February 3, 2023, converted into 182 common shares on a one-for-one basis. After these transactions, he directly owned 18,387 common shares and 972 dividend equivalent rights. The filing reflects compensation and vesting rather than an open‑market sale.

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)
01/30/2026

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
Common Shares	01/30/2026		A		448	A	$64.22(1)	14,934	D
Common Shares	01/30/2026		A		3,271	A	$0	18,205	D
Common Shares	02/02/2026		M		182	A	(2)	18,387	D

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	(2)	02/02/2026		M			182	(3)	(3)	Common Shares	182	$0	972	D

Explanation of Responses:

1. The Deferred Stock Units was issued to the reporting person in lieu of retainer in the amount of $28,750.

2. Restricted stock units convert into common shares of the Issuer on a one-for-one basis.

3. On February 3, 2023, the reporting person was granted 1,398 restricted stock units, with accruing dividend equivalent rights, vesting on February 2, 2026.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Brian E. Sandoval	02/03/2026
	** 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 transactions did SMG director Brian Sandoval report?

Brian E. Sandoval reported routine equity compensation and vesting transactions. He received common shares as deferred stock units for his director retainer and from vesting restricted stock units with related dividend equivalent rights converting into additional common shares.

How many Scotts Miracle-Gro (SMG) shares does Brian Sandoval now hold?

After the reported transactions, Brian E. Sandoval directly owned 18,387 common shares of Scotts Miracle-Gro. He also held 972 dividend equivalent rights linked to prior restricted stock unit awards that can convert into additional common shares under their terms.

What was the value of the retainer paid in stock to SMG director Sandoval?

The director retainer paid in deferred stock units to Brian E. Sandoval totaled $28,750. This amount was delivered as 448 common shares valued at $64.22 per share, aligning his compensation more closely with Scotts Miracle-Gro shareholder interests.

What do the restricted stock units in the SMG Form 4 represent?

The restricted stock units reported convert into common shares of Scotts Miracle-Gro on a one-for-one basis. They stem from a grant of 1,398 units made on February 3, 2023, with accruing dividend equivalent rights that vested on February 2, 2026 for the director.

Did Brian Sandoval sell any Scotts Miracle-Gro (SMG) shares in this filing?

The transactions reflect acquisitions and conversions, not sales. Sandoval received shares from deferred director compensation and from restricted stock units and dividend equivalent rights vesting, which increased his direct ownership of Scotts Miracle-Gro common shares instead of reducing it.

What are dividend equivalent rights mentioned in the SMG Form 4?

Dividend equivalent rights mirror dividends on underlying restricted stock units by granting additional rights that convert into common shares. In this filing, 182 such rights were exercised, resulting in 182 new common shares and leaving 972 dividend equivalent rights still held by the director.