Scotts Miracle-Gro (NYSE: SMG) CFO receives phantom stock and dividend rights

Rhea-AI Filing Summary

Scheiwer Mark J reported acquisition or exercise transactions in this Form 4 filing.

Scotts Miracle-Gro executive Mark J. Scheiwer, EVP, CFO & CAO, reported several equity-related transactions. He received 12.378 shares of phantom stock, each representing the right to one common share or its cash value, and now holds 1,230.699 phantom stock shares.

He was also granted 42 dividend equivalent rights, economically equal to common shares and tied to prior DSU or RSU grants, bringing his total dividend equivalent rights to 405. In a separate transaction coded "J" on common shares, he recorded 2.701 common shares at 55.5400 per share, with direct ownership rising to 15,372.442 shares.

Additionally, he indirectly holds 493.482 common shares through a 401(k) plan. Phantom stock is payable in cash after his employment ends, and he may transfer it into alternative investments at any time.

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)
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
Common Shares	02/27/2026		J	V	2.701	A	$55.54	15,372.442	D
Common Shares								493.482	I	By 401(K) Plan

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
Phantom Stock	(1)	03/06/2026		A		12.378		(2)	(2)	Common Shares	12.378	(1)	1,230.699	D
Dividend Equivalent Rights	(3)	03/06/2026		A		42		(3)	(3)	Common Shares	42	(3)	405	D

Explanation of Responses:

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

2. 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.

3. 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 J. Scheiwer	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.
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 executive Mark J. Scheiwer report?

Mark J. Scheiwer reported grants of 12.378 phantom stock shares and 42 dividend equivalent rights, plus a 2.701-share common stock transaction, and updated direct and 401(k) holdings. These transactions reflect equity-based compensation and share ownership changes.

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

Each phantom stock share represents the right to receive one Scotts Miracle-Gro common share or its cash value. These awards are payable in cash after the executive’s employment ends, and may be moved into alternative investments before that time.

How many dividend equivalent rights did the SMG CFO receive?

The CFO received 42 dividend equivalent rights, each economically equal to one common share. These rights accrue on DSU or RSU grants and become exercisable proportionately with the related units, bringing his total dividend equivalent rights holdings to 405.

What was the common share transaction coded "J" for SMG?

The filing shows a common share transaction coded “J” involving 2.701 shares at a price of $55.5400 per share. This is classified as an “other acquisition or disposition,” and brought the executive’s directly owned common shares to 15,372.442.

How many SMG shares does the executive hold through a 401(k) plan?

The executive indirectly holds 493.482 Scotts Miracle-Gro common shares through a 401(k) plan. This 401(k) position is separate from his directly owned shares and derivative awards like phantom stock and dividend equivalent rights reported in the same filing.