Scotts Miracle-Gro (SMG) director adds 336 shares through dividend equivalent rights

Rhea-AI Filing Summary

Scotts Miracle-Gro director David C. Evans reported a stock-based award conversion. On February 3, 2026, 336 common shares of Scotts Miracle-Gro were acquired at a price of $0 per share following the exercise of dividend equivalent rights tied to prior restricted stock unit awards.

After this transaction, Evans directly owned 28,060 common shares and 447 dividend equivalent rights. The filing reflects routine equity compensation activity, where previously granted restricted stock units and associated dividend equivalents convert into common shares on a one-for-one basis.

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^*

Evans David C

(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)
02/03/2026

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	02/03/2026		M		336	A	(1)	28,060	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	(1)	02/03/2026		M			336	(2)	(2)	Common Shares	336	$0	447	D

Explanation of Responses:

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

2. On February 3, 2023, the reporting person was granted 2,553 restricted stock units, with accruing dividend equivalent rights, vesting on February 3, 2024.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for David C. Evans	02/05/2026
	** 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 transaction did SMG director David C. Evans report?

David C. Evans reported acquiring 336 Scotts Miracle-Gro common shares via a stock-based award conversion. The shares came from exercising dividend equivalent rights attached to earlier restricted stock unit grants, with a reported price of $0 per share in this Form 4 filing.

How many Scotts Miracle-Gro shares does David C. Evans own after this Form 4?

After the reported transaction, David C. Evans directly owned 28,060 Scotts Miracle-Gro common shares. The filing also shows he held 447 dividend equivalent rights, which are derivative securities linked to future delivery of additional common shares under prior equity awards.

What was the size of the derivative transaction reported by SMG director Evans?

The derivative transaction involved 336 dividend equivalent rights tied to Scotts Miracle-Gro stock. These rights were exercised at an exercise price of $0, resulting in delivery of 336 common shares. Following the transaction, Evans held 447 remaining dividend equivalent rights directly.

What are dividend equivalent rights in the SMG Form 4 for David C. Evans?

Dividend equivalent rights in this filing are derivative securities that accrue value like dividends on restricted stock units. When exercised, 336 of these rights converted into 336 Scotts Miracle-Gro common shares, consistent with the one-for-one conversion described for related restricted stock units.

What prior grant is referenced in David C. Evans’s SMG Form 4 footnotes?

The footnotes state that on February 3, 2023, Evans was granted 2,553 restricted stock units with accruing dividend equivalent rights, vesting on February 3, 2024. The current Form 4 reflects activity related to those equity awards converting into common shares and associated share-linked rights.