SMG Form 4: Director Peter Shumlin Acquires 159 Share-Equivalents

Insider transaction summary: Peter E. Shumlin, a director of The Scotts Miracle-Gro Company (SMG), reported the acquisition of 159 dividend-equivalent rights related to DSU/RSU grants on 09/05/2025.

Rhea-AI Filing Summary

Insider transaction summary: Peter E. Shumlin, a director of The Scotts Miracle-Gro Company (SMG), reported the acquisition of 159 dividend-equivalent rights related to DSU/RSU grants on 09/05/2025. The reported price per share equivalent is $63.04 and, after the transaction, Mr. Shumlin beneficially owns 1,023 common shares on a direct basis.

Transaction detail: The filing explains that dividend equivalent rights accrue on DSU/RSU grants and become exercisable proportionately with the underlying units; each right is economically equivalent to one common share. The Form 4 was signed by an attorney-in-fact on 09/09/2025.

Positive

• Director increased direct ownership by 159 share-equivalents, bringing total direct beneficial ownership to 1,023 shares
• Transaction arises from dividend-equivalent rights tied to DSU/RSU grants, indicating settlement of compensation rather than open-market trading

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine exercise/settlement of equity-related dividend equivalents by a director; governance-neutral, consistent with compensation practices.

The reported acquisition of 159 dividend equivalent rights tied to DSU/RSU grants is a customary handling of equity compensation for a director. It increases the director's direct beneficial ownership to 1,023 shares and reflects standard vesting/settlement mechanics rather than a purposeful open-market purchase or sale. There is no indication of a change in board composition, control, or a material governance event in this filing.

Securities Analyst

TL;DR: Small, non-marketing insider increase via dividend equivalents; unlikely to move valuations or signal material insider conviction.

Acquisition of 159 share-equivalents at a $63.04 per-share economic value is immaterial relative to company-wide share counts. The transaction is compensation-related and not an open-market buy that would typically be interpreted as a strong market signal. No changes to holdings beyond the updated direct total are reported.

Insider Trade Summary

Grant/Award: 159 shares

Grant/Award 1 txn

Insider Shumlin Peter E

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	159	$63.04	$10K

Holdings After Transaction: Dividend Equivalent Rights — 1,023 contracts (Direct)

Footnotes (1)

1. F1. 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.

FAQ

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

What transaction did Peter E. Shumlin report on Form 4 for SMG?

He reported the acquisition of 159 dividend-equivalent rights related to DSU/RSU grants on 09/05/2025.

How many shares does Peter E. Shumlin beneficially own after the reported transaction?

The filing reports 1,023 common shares beneficially owned on a direct basis following the transaction.

At what economic price per share were the dividend-equivalent rights reported?

The filing lists an economic price of $63.04 per share-equivalent.

What are dividend equivalent rights in this Form 4?

The filing states that dividend equivalent rights accrue on DSU/RSU grants and become exercisable proportionately; each is the economic equivalent of one common share.

When was the Form 4 signed and filed?

The Form 4 shows a signature by an attorney-in-fact for Peter E. Shumlin dated 09/09/2025.

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

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Accepted by SEC EDGAR 09/09/2025 - 03:06 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^*

Shumlin Peter E

(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)
09/05/2025

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
Dividend Equivalent Rights	(1)	09/05/2025		A		159		(1)	(1)	Common Shares	159	$63.04	1,023	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 Peter E. Shumlin	09/09/2025
	** 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.