Scotts Miracle-Gro (SMG) CFO receives phantom stock compensation grant

Rhea-AI Filing Summary

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

Scotts Miracle-Gro EVP, CFO & CAO Mark J. Scheiwer received a grant of 124.104 shares of phantom stock on common shares of the company. Following this award, his reported phantom stock balance is 1,354.803 shares.

Each phantom stock share represents the right to receive one common share of Scotts Miracle-Gro or the cash value of that share. These phantom shares are payable in cash after his employment with the company ends, and he may transfer the phantom stock into an alternative investment 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

OMB APPROVAL

OMB Number:			3235-0287
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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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
Phantom Stock	(1)	03/26/2026		A		124.104		(2)	(2)	Common Shares	124.104	$65.11	1,354.803	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.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Mark J. Scheiwer	03/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Scotts Miracle-Gro (SMG) report for Mark J. Scheiwer?

Scotts Miracle-Gro reported that EVP, CFO & CAO Mark J. Scheiwer received a grant of 124.104 phantom stock shares. These are compensation-related derivative awards, not open-market share purchases or sales.

What is the size of the phantom stock award to the Scotts Miracle-Gro (SMG) CFO?

The CFO received 124.104 phantom stock shares tied to Scotts Miracle-Gro common shares. After this grant, his total reported phantom stock holdings increased to 1,354.803 shares according to the filing.

How do phantom stock shares work at Scotts Miracle-Gro (SMG)?

Each phantom stock share represents the right to receive one Scotts Miracle-Gro common share or its cash value. The phantom stock is payable in cash after the executive’s employment ends, based on the plan terms described.

Does the Scotts Miracle-Gro (SMG) CFO’s phantom stock award involve open-market trading?

No, the award is a compensation-related grant of phantom stock and not an open-market buy or sell. The filing classifies it as a grant, award, or other acquisition of derivative securities.

When is the Scotts Miracle-Gro (SMG) phantom stock payable to the CFO?

The phantom stock is payable in cash following the CFO’s termination of employment with Scotts Miracle-Gro. The filing also notes he may transfer his phantom stock into an alternative investment at any time.