STOCK TITAN

Scotts Miracle-Gro (NYSE: SMG) CFO awarded phantom stock units and updates holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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

SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer reported routine equity-related updates. As EVP, CFO & CAO, he received a grant of 11.037 Phantom Stock units at $67.95 per unit, each representing the right to one common share or its cash value.

These phantom stock units are payable in cash after his employment ends, and he may move them into alternative investments at any time. Following this award, his phantom stock balance is 1,365.84 units. A separate code J entry shows 2.744 Common Shares at $54.67, with total direct common share holdings of 15,375.186 shares, plus 493.482 shares held indirectly through a 401(k) plan.

Positive

  • None.

Negative

  • None.
Insider Scheiwer Mark J
Role EVP, CFO & CAO
Type Security Shares Price Value
Grant/Award Phantom Stock 11.037 $67.95 $749.96
holding Common Shares -- -- --
Other Common Shares 2.744 $54.67 $150.01
Holdings After Transaction: Phantom Stock — 1,365.84 shares (Direct, null); Common Shares — 493.482 shares (Indirect, By 401(K) Plan); Common Shares — 15,375.186 shares (Direct, null)
Footnotes (1)
  1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof. 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.
Phantom stock grant 11.037 units at $67.95 Grant, award, or other acquisition on 2026-04-27
Total phantom stock 1,365.84 units Balance following 2026-04-27 grant
Common Shares code J amount 2.744 shares at $54.67 Other acquisition or disposition on 2026-03-31
Direct common share holdings 15,375.186 shares Total Common Shares directly held after 2026-03-31
401(k) plan holdings 493.482 shares Common Shares held indirectly via 401(k) Plan
Underlying common shares for phantom grant 11.037 shares Common Shares underlying new Phantom Stock units
Phantom Stock financial
"Each share of phantom stock represents the right to receive one common share"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
401(K) Plan financial
"Common Shares held indirectly with nature of ownership described as By 401(K) Plan"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
Grant, award, or other acquisition financial
"Transaction code A described as Grant, award, or other acquisition"
Other acquisition or disposition financial
"Transaction code J described as Other acquisition or disposition"
indirect ownership financial
"Ownership of certain Common Shares is reported as indirect by 401(K) Plan"
SEC Form 4
FORM 4UNITED 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*
Scheiwer Mark J

(Last)(First)(Middle)
C/O THE SCOTTS MIRACLE-GRO COMPANY
14111 SCOTTSLAWN ROAD

(Street)
MARYSVILLE OHIO 43041

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
SCOTTS MIRACLE-GRO CO [ SMG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CFO & CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares03/31/2026JV2.744A$54.6715,375.186D
Common Shares493.482IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)04/27/2026A11.037 (2) (2)Common Shares11.037$67.951,365.84D
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.
Remarks:
/s/ Kathy L. Uttley as attorney-in-fact for Mark J. Scheiwer04/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did SMG executive Mark J. Scheiwer report in this Form 4?

Mark J. Scheiwer reported a grant of 11.037 Phantom Stock units and a small code J transaction of 2.744 Common Shares. These entries update his equity-based compensation and share holdings with Scotts Miracle-Gro Co.

How many Phantom Stock units does SMG’s CFO now hold?

After the latest grant, Mark J. Scheiwer holds 1,365.84 Phantom Stock units. Each unit represents a right to receive one common share of Scotts Miracle-Gro Co or its cash value, typically settled after employment ends.

What does the Phantom Stock grant to SMG’s CFO represent?

Each of the 11.037 Phantom Stock units granted represents the right to receive one common share of Scotts Miracle-Gro Co or an equivalent cash amount, providing cash-settled, share-linked compensation rather than immediate stock ownership.

When are the SMG Phantom Stock units payable to the reporting person?

The Phantom Stock units are payable in cash following termination of Mark J. Scheiwer’s employment with Scotts Miracle-Gro Co. Until then, he may transfer the phantom stock into alternative investments at any time, according to the filing footnotes.

How many SMG common shares does Mark J. Scheiwer hold after these transactions?

Following the reported transactions, Mark J. Scheiwer holds 15,375.186 Common Shares directly. He also has an additional 493.482 Common Shares held indirectly through a 401(k) Plan, reflecting retirement-plan-based ownership.

What is the nature of the 401(k) holdings reported by SMG’s CFO?

The filing shows 493.482 Common Shares held indirectly by Mark J. Scheiwer through a 401(k) Plan. These shares represent retirement-plan investments rather than direct trading activity in Scotts Miracle-Gro Co stock.