SCOTTS MIRACLE-GRO CO Insider Trading Activity

The Scotts Miracle-Gro Company executive reports new phantom stock awards.

Accepted by SEC EDGAR 12/01/2025 - 10:58 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company executive reports new phantom stock awards. Executive Vice President, Chief Financial Officer and Chief Administrative Officer Mark J. Scheiwer, a reporting person for Scotts Miracle-Gro (SMG), reported two acquisitions of phantom stock tied to the company’s common shares. On 11/17/2025, he acquired 72.09 phantom stock units at a derivative security price of $56.07, bringing his total derivative securities beneficially owned to 1,163.244 units. On 11/26/2025, he acquired an additional 10.046 phantom stock units at a derivative security price of $56.61, increasing his holdings to 1,173.29 phantom stock units.

Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or its cash value, and these phantom shares are payable in cash after the end of Scheiwer’s employment. He may transfer his phantom stock into an alternative investment at any time.

Insider Trade Summary

Grant/Award: 82.136 shares

Grant/Award 2 txns

Insider Scheiwer Mark J

Role EVP, CFO & CAO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	10.046	$56.61	$568.70
Grant/Award	Phantom Stock	72.09	$56.07	$4K

Holdings After Transaction: Phantom Stock — 1,173.29 contracts (Direct)

Holdings Before and After: Phantom Stock, 1,091.154 to 1,173.29 contracts (Direct)

Footnotes (2)

1. F1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.
2. F2. 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.

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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
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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

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
Phantom Stock	(1)	11/17/2025		A		72.09		(2)	(2)	Common Shares	72.09	$56.07	1,163.244	D
Phantom Stock	(1)	11/26/2025		A		10.046		(2)	(2)	Common Shares	10.046	$56.61	1,173.29	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	12/01/2025
	** 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.