Scotts Miracle-Gro CFO adds shares, phantom units

Scotts Miracle-Gro’s CFO reported grants of phantom stock and dividend equivalent rights plus a small common-share increase.

Rhea-AI Filing Summary

Scotts Miracle-Gro Co (SMG) reported that its EVP, CFO & CAO, Mark J. Scheiwer, acquired equity-linked awards. On September 4, 2026 he received 15.571 phantom stock units tied to common shares and 47 dividend equivalent rights, and held 1,436.158 phantom units and 500 dividend equivalent rights afterward. Phantom stock is payable in cash after employment termination, and each phantom unit or dividend equivalent right is economically equivalent to one common share. He also reported 2.808 additional common shares on August 31, 2026, for total direct holdings of 15,389.415 common shares plus 493.482 shares held indirectly through a 401(k) plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Scheiwer Mark J

Role EVP, CFO & CAO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock F1, F2	15.571	$59.706	$929.68
Grant/Award	Dividend Equivalent Rights F3	47	--	--
holding	Common Shares	--	--	--
Other	Common Shares	2.808	$53.41	$149.98

Holdings After Transaction: Phantom Stock — 1,436.158 contracts (Direct); Dividend Equivalent Rights — 500 contracts (Direct); Common Shares — 15,389.415 shares (Direct); Common Shares — 493.482 shares (Indirect, By 401(K) Plan)

Footnotes (3)

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.
3. F3. 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.

Key Figures

Phantom stock units granted: 15.571 units Phantom stock units after grant: 1,436.158 units Dividend equivalent rights granted: 47 rights +5 more

8 metrics

Phantom stock units granted 15.571 units Grant on September 4, 2026 to EVP, CFO & CAO

Phantom stock units after grant 1,436.158 units Balance of phantom stock following September 4, 2026 transaction

Dividend equivalent rights granted 47 rights Grant on September 4, 2026 related to DSU/RSU awards

Dividend equivalent rights after grant 500 rights Balance of dividend equivalent rights after September 4, 2026

Price per common share for August 31 acquisition $53.41 per share Acquisition of 2.808 common shares on August 31, 2026

Common shares acquired August 31 2.808 shares Other acquisition or disposition (code J) on August 31, 2026

Direct common shares after transactions 15,389.415 shares Direct SMG common share holdings following August 31, 2026 transaction

Indirect 401(k) common shares 493.482 shares Common shares held indirectly through a 401(k) plan as of September 4, 2026

Key Terms

Phantom Stock, Dividend Equivalent Rights, economic equivalent, 401(K) Plan

4 terms

Phantom Stock financial

"Each share of phantom stock represents the right to receive one common share"

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Dividend Equivalent Rights financial

"The dividend equivalent rights accrued on DSU or RSU grants"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

economic equivalent financial

"Each dividend equivalent right is the economic equivalent of one common share"

401(K) Plan financial

"Common Shares ... indirect ownership nature "By 401(K) Plan""

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did SMG’s CFO report in this Form 4?

Mark J. Scheiwer reported 15.571 phantom stock units and 47 dividend equivalent rights granted on September 4, 2026, plus an acquisition of 2.808 common shares on August 31, 2026, all related to Scotts Miracle-Gro Co equity.

How many SMG phantom stock units does the CFO hold after these transactions?

After the September 4, 2026 grant, the CFO holds 1,436.158 phantom stock units, each representing the right to receive one Scotts Miracle-Gro common share or its cash value, payable in cash following termination of employment.

What are the dividend equivalent rights reported for SMG in this filing?

The CFO received 47 dividend equivalent rights on September 4, 2026 and held 500 in total afterward. Each dividend equivalent right is the economic equivalent of one Scotts Miracle-Gro common share and accrues on DSU or RSU grants, becoming exercisable proportionately with them.

How many SMG common shares does the CFO own directly and indirectly?

Following the reported transactions, the CFO holds 15,389.415 Scotts Miracle-Gro common shares directly and 493.482 common shares indirectly through a 401(k) plan, as of the reported dates.

Was a Rule 10b5-1 trading plan used for these SMG insider transactions?

No. The filing indicates the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that any of the reported transactions were made pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.

How are SMG phantom stock units settled for the CFO?

Each phantom stock unit represents the right to receive one Scotts Miracle-Gro common share or its cash value, but the units are payable in cash after the CFO’s employment with the company ends. They may be transferred into an alternative investment at any time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/09/2026 - 08:36 AM Accepted by SEC EDGAR 09/09/2026 - 08:35 AM Learn about SEC filing dates

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 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)
09/04/2026

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
Common Shares	08/31/2026		J	V	2.808	A	$53.41	15,389.415	D
Common Shares								493.482	I	By 401(K) Plan

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)	09/04/2026		A		15.571		(2)	(2)	Common Shares	15.571	$59.706	1,436.158	D
Dividend Equivalent Rights	(3)	09/04/2026		A		47		(3)	(3)	Common Shares	47	(3)	500	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.

3. 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 J. Scheiwer	09/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)