Scotts Miracle-Gro (SMG) director gets 105 new dividend equivalent rights

Rhea-AI Filing Summary

Kingdon Mark D reported acquisition or exercise transactions in this Form 4 filing.

SCOTTS MIRACLE-GRO CO director Mark D. Kingdon reported an award of 105 Dividend Equivalent Rights on common shares. These rights accrued on DSU or RSU grants at a price of $0.0000 per right, bringing his directly held Dividend Equivalent Rights to 552 following the transaction.

Each Dividend Equivalent Right is the economic equivalent of one common share and becomes exercisable proportionately with the related DSUs or RSUs.

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^*

Kingdon Mark D

(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)
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		105		(1)	(1)	Common Shares	105	(1)	552	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 Mark D. Kingdon	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).
** 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 SMG director Mark D. Kingdon report on this Form 4?

Mark D. Kingdon reported receiving an award of 105 Dividend Equivalent Rights. These rights relate to DSU or RSU grants and are economically equivalent to common shares of Scotts Miracle-Gro, increasing his directly held Dividend Equivalent Rights balance to 552 after the transaction.

What are Dividend Equivalent Rights in the SMG Form 4 filing?

Dividend Equivalent Rights are instruments that accrue on DSU or RSU grants. Each right is the economic equivalent of one common share of Scotts Miracle-Gro and becomes exercisable proportionately with the underlying DSUs or RSUs as they vest or become exercisable.

How many Dividend Equivalent Rights does Mark D. Kingdon hold after this SMG transaction?

After this transaction, Mark D. Kingdon directly holds 552 Dividend Equivalent Rights. The filing shows he acquired 105 additional rights at a price of $0.0000 per right, reflecting a grant or award acquisition rather than an open-market purchase or sale.

Was the SMG Form 4 transaction a purchase or sale of common stock?

The Form 4 reports a grant or award of Dividend Equivalent Rights, coded as an acquisition (A). It does not show an open-market buy or sell of common shares, but rather an increase in derivative-based rights tied to existing DSU or RSU grants.

How is the value of SMG Dividend Equivalent Rights determined?

Each Dividend Equivalent Right is described as the economic equivalent of one common share of Scotts Miracle-Gro. The rights accrue on DSU or RSU grants and follow those awards, becoming exercisable proportionately with the underlying DSUs or RSUs over time.