Scotts Miracle-Gro Co (SMG) insider granted dividend equivalent rights

Rhea-AI Filing Summary

Scotts Miracle-Gro Co director and major shareholder Katherine Littlefield Hagedorn reported an award of derivative securities tied to the company’s common stock. On the reported date, she acquired 33 dividend equivalent rights at a price of $0.00 per right, bringing her holdings of these rights to 33.

According to the disclosure, these dividend equivalent rights accrue on deferred or restricted stock unit grants and become exercisable in step with the underlying DSUs or RSUs. Each right is described as being economically equivalent to one common share of Scotts Miracle-Gro.

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^*

HAGEDORN KATHERINE LITTLEFIELD

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

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

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)	03/06/2026		A		33		(1)	(1)	Common Shares	33	(1)	33	D

Explanation of Responses:

1. 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 Katherine Hagedorn Littlefield	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).
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FAQ

What insider transaction did SMG’s Katherine Littlefield Hagedorn report on this Form 4?

Katherine Littlefield Hagedorn reported receiving 33 dividend equivalent rights tied to Scotts Miracle-Gro common stock. These derivative awards were acquired at a price of $0.00 per right and are tied to existing DSU or RSU grants, following their same vesting and exercisability schedule.

What are the dividend equivalent rights reported for Scotts Miracle-Gro (SMG)?

The filing describes dividend equivalent rights that accrue on DSU or RSU grants and vest proportionately with those units. Each dividend equivalent right is stated to be the economic equivalent of one Scotts Miracle-Gro common share, giving the holder value similar to owning a single share.

How many dividend equivalent rights does the SMG insider hold after this Form 4 transaction?

After the reported transaction, Katherine Littlefield Hagedorn is shown as holding a total of 33 dividend equivalent rights. This matches the number acquired in the filing, indicating this award established or increased her position in these derivative rights to 33 units in total.

Did Scotts Miracle-Gro (SMG) insider Katherine Hagedorn buy or sell common stock in this Form 4?

This Form 4 does not show a common stock purchase or sale. Instead, it reports that Katherine Littlefield Hagedorn acquired 33 dividend equivalent rights linked to DSU or RSU grants, with each right economically equivalent to one common share of Scotts Miracle-Gro.

How do the SMG dividend equivalent rights become exercisable for the reporting insider?

The disclosure states that the dividend equivalent rights become exercisable proportionately with the DSUs or RSUs to which they relate. That means their exercisability follows the same schedule as the underlying deferred or restricted stock units, rather than vesting independently on a separate timetable.