Scotts Miracle-Gro (SMG) director Johnson reports new stock and deferred unit grants

Rhea-AI Filing Summary

Scotts Miracle-Gro director Stephen L. Johnson reported two stock awards. On January 30, 2026, he acquired 112 common shares of SCOTTS MIRACLE-GRO at $64.22 per share, bringing this holding to 27,520 shares.

On the same date, Johnson also received 3,271 common shares at a price of $0, described as Deferred Stock Units issued in lieu of a $7,188 retainer. After this grant, his directly held common shares increased to 30,791.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Johnson Stephen L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Shares	112	$64.22	$7K
Grant/Award	Common Shares	3,271	$0.00	--

Holdings After Transaction: Common Shares — 27,520 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/03/2026 - 07:22 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^*

Johnson Stephen L

(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)
01/30/2026

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
Common Shares	01/30/2026		A		112	A	$64.22(1)	27,520	D
Common Shares	01/30/2026		A		3,271	A	$0	30,791	D

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

Explanation of Responses:

1. The Deferred Stock Units were issued to the reporting person in lieu of retainer in the amount of $7,188.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Stephen L. Johnson	02/03/2026
	** 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 insider transactions did SMG director Stephen L. Johnson report?

Stephen L. Johnson reported acquiring common shares of Scotts Miracle-Gro. He received 112 shares at $64.22 per share and 3,271 shares at $0, described as Deferred Stock Units issued instead of a cash retainer valued at $7,188.

How many Scotts Miracle-Gro (SMG) shares does Stephen L. Johnson own after this Form 4?

After the reported transactions, Stephen L. Johnson directly beneficially owns 30,791 common shares of Scotts Miracle-Gro. This reflects both the 112 shares purchased at $64.22 and the 3,271 Deferred Stock Units granted at a price of $0 per share.

What price did Stephen L. Johnson pay for his SMG share acquisition?

For one of the reported transactions, Stephen L. Johnson acquired 112 Scotts Miracle-Gro common shares at a price of $64.22 per share. A second grant of 3,271 shares was recorded at a price of $0 per share as Deferred Stock Units in lieu of a retainer.

What are the 3,271 SMG shares granted to Stephen L. Johnson on January 30, 2026?

The 3,271 Scotts Miracle-Gro shares are Deferred Stock Units granted to Stephen L. Johnson. A footnote explains they were issued in lieu of a retainer valued at $7,188, effectively compensating him in equity instead of cash for board service.

Is Stephen L. Johnson a director or officer at Scotts Miracle-Gro (SMG)?

Stephen L. Johnson is reported as a director of Scotts Miracle-Gro. The Form 4 identifies his relationship to the issuer as a director, with no officer role or ten percent owner status indicated in the reporting information provided.

Were Stephen L. Johnson’s SMG shares held directly or indirectly after these transactions?

The Form 4 shows that Stephen L. Johnson’s holdings after the transactions are classified as directly owned. The ownership form for the 30,791 common shares following the reported acquisitions is marked as “D” for direct beneficial ownership on the filing.