Director at Scotts Miracle-Gro (NYSE: SMG) gains 336 shares

Rhea-AI Filing Summary

Scotts Miracle-Gro director Peter E. Shumlin reported an automatic conversion of 336 dividend equivalent rights into 336 common shares on February 3, 2026, at an exercise price of $0.

Following this transaction, he directly held 30,846 common shares and 692 dividend equivalent rights.

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

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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^*

Shumlin Peter 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)
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)	30,846	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	692	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 Peter E. Shumlin	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 did Scotts Miracle-Gro (SMG) director Peter E. Shumlin report on this Form 4?

Peter E. Shumlin reported an automatic conversion of 336 dividend equivalent rights into 336 common shares on February 3, 2026, at an exercise price of $0. This reflects routine equity compensation activity rather than an open-market stock purchase or sale.

How many Scotts Miracle-Gro (SMG) common shares does Peter E. Shumlin own after this transaction?

After the reported transaction, Peter E. Shumlin directly owns 30,846 common shares of Scotts Miracle-Gro. He also holds 692 dividend equivalent rights, which relate to previously granted restricted stock units that can convert into additional common shares on a one-for-one basis.

What are dividend equivalent rights in the Scotts Miracle-Gro (SMG) Form 4 filing?

The filing shows dividend equivalent rights linked to restricted stock units. These rights accrue like dividends on the underlying units and can convert into common shares. In this case, 336 rights converted into 336 common shares at an exercise price of $0.

Was there any cash paid in Peter E. Shumlin’s Scotts Miracle-Gro (SMG) share transaction?

No cash changed hands in this transaction. The Form 4 reports an exercise price per share of $0 for the conversion of 336 dividend equivalent rights into 336 common shares, indicating a cost-free vesting or conversion under the company’s equity compensation arrangements.

What prior equity grant is referenced in Peter E. Shumlin’s Scotts Miracle-Gro (SMG) Form 4 footnotes?

A footnote states that on February 3, 2023, Peter E. Shumlin was granted 2,553 restricted stock units with accruing dividend equivalent rights, vesting on February 3, 2024. The current transaction involves rights associated with that earlier restricted stock unit award.

How do Peter E. Shumlin’s restricted stock units convert into Scotts Miracle-Gro (SMG) common shares?

The footnotes explain that restricted stock units convert into common shares on a one-for-one basis. This means each vested unit or related dividend equivalent right can become one Scotts Miracle-Gro common share, subject to the vesting schedule and plan terms.