Scotts Miracle-Gro (NYSE: SMG) CFO awarded new phantom stock units

Rhea-AI Filing Summary

SCOTTS MIRACLE-GRO CO executive Mark J. Scheiwer, EVP, CFO & CAO, received a small phantom stock award. On this Form 4, he acquired 10.562 shares of phantom stock tied to the company’s common shares at a reference price of $71.01 per share.

Following this grant, Scheiwer holds a total of 1,404.693 phantom stock units directly. Each phantom stock unit represents the right to receive one common share of Scotts Miracle-Gro or its cash value, and the units are payable in cash after his employment with the company ends. He may transfer these phantom units into an alternative investment at any time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Scheiwer Mark J

Role EVP, CFO & CAO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	10.562	$71.01	$750.01

Holdings After Transaction: Phantom Stock — 1,404.693 shares (Direct, null)

Footnotes (1)

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

Key Figures

Phantom stock grant: 10.562 units Reference price per unit: $71.01 per unit Total phantom stock after grant: 1,404.693 units +1 more

4 metrics

Phantom stock grant 10.562 units Grant on 2026-06-26 to EVP, CFO & CAO

Reference price per unit $71.01 per unit Phantom stock tied to common shares

Total phantom stock after grant 1,404.693 units Direct holdings following transaction

Underlying common shares 10.562 shares Underlying security for this phantom stock grant

Key Terms

Phantom Stock, payable in cash, alternative investment, grant, award, or other acquisition

4 terms

Phantom Stock financial

"Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof."

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.

payable in cash financial

"Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer."

alternative investment financial

"The reporting person may transfer his/her phantom stock into an alternative investment at any time."

Assets and strategies outside traditional stocks, bonds and cash, such as real estate, private equity, hedge funds, commodities, art and certain digital assets; they often have different ways of making money and different rules for buying and selling. Investors use them to change how a portfolio behaves—like adding spices to a meal to alter the flavor—because they can reduce overall risk or boost returns, but they may be harder to sell, cost more, and carry unique risks.

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 01:38 PM Accepted by SEC EDGAR 06/30/2026 - 01:37 PM 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)
06/26/2026

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)	06/26/2026		A		10.562		(2)	(2)	Common Shares	10.562	$71.01	1,404.693	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	06/30/2026
	** 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 SMG executive Mark Scheiwer report on this Form 4?

Mark J. Scheiwer reported receiving a grant of 10.562 phantom stock units tied to Scotts Miracle-Gro common shares. This is a compensation-related award, not an open-market stock purchase or sale, and modestly increases his deferred equity-based exposure to the company.

How many phantom stock units does SMG’s CFO hold after this transaction?

After the reported grant, Mark J. Scheiwer holds 1,404.693 phantom stock units directly. These units track Scotts Miracle-Gro’s common shares and represent deferred compensation that will be settled in cash or share value after his employment with the company ends.

What does SMG phantom stock represent for Mark Scheiwer?

Each Scotts Miracle-Gro phantom stock unit gives the right to receive one common share or its cash value. It functions as deferred compensation, tracking the company’s share value without delivering actual shares or voting rights until settlement after employment termination.

When will the SMG phantom stock units reported by Mark Scheiwer be paid out?

The phantom stock units are payable in cash following termination of Mark Scheiwer’s employment with Scotts Miracle-Gro. Until then, they remain as bookkeeping entries linked to the company’s stock value, representing long-term, deferred compensation rather than immediately tradable shares.

Can SMG’s CFO change his investment in these phantom stock units?

Yes. The filing states that Mark Scheiwer may transfer his phantom stock into an alternative investment at any time. This means he can reallocate these deferred compensation units to other available investment options within the company’s plan framework, subject to plan rules.