Adam Hanft Form 4: 104 Dividend Equivalents Added; Beneficial Ownership 662 SMG Shares

Rhea-AI Filing Summary

Adam Hanft, a director of The Scotts Miracle-Gro Company (SMG), reported a Form 4 disclosing a transaction dated 09/05/2025. The filing shows the acquisition of 104 dividend equivalent rights related to DSU/RSU grants, with an indicated price of $63.04 and resulting beneficial ownership of 662 common shares in a direct form. The filer notes dividend equivalent rights accrue on DSUs/RSUs and become exercisable proportionately, each equivalent equaling one common share. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Hanft on 09/09/2025. The filing does not provide further context on total holdings outside the reported 662 shares.

Positive

• Director disclosure made in a timely Form 4 showing clear details of the transaction
• Dividend equivalent rights clarified as economically equivalent to common shares, improving transparency
• Post-transaction beneficial ownership disclosed as 662 common shares (direct)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director Adam Hanft received dividend equivalent rights that converted to economic exposure to 104 shares, now reporting 662 shares owned.

The filing documents a routine equity-related accrual tied to DSU/RSU awards rather than an open-market purchase or sale. It clarifies that dividend equivalent rights mirror common shares and vest/exercise proportionately with the underlying DSUs/RSUs. For governance oversight, this is a standard compensation-related entry reflecting issuance mechanics and does not signal a change in board composition or a separate transfer of control.

Securities Analyst

TL;DR: Transaction records the accrual/exercise of dividend equivalents equal to 104 shares, showing 662 shares beneficially owned after the event.

From a securities disclosure perspective, the Form 4 meets Section 16 reporting by identifying the transaction date (09/05/2025), the nature of the instrument (dividend equivalent rights tied to DSUs/RSUs), the per-share price shown ($63.04), and the post-transaction beneficial ownership (662 shares, direct). The entry documents compensation settlement mechanics rather than market trading activity.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hanft Adam

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	104	$63.04	$7K

Holdings After Transaction: Dividend Equivalent Rights — 662 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Hanft Adam

(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		104		(1)	(1)	Common Shares	104	$63.04	662	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 Adam Hanft	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.

FAQ

What did Adam Hanft report on the SMG Form 4?

The Form 4 reports the acquisition of 104 dividend equivalent rights on 09/05/2025, showing 662 common shares beneficially owned following the transaction.

What are the dividend equivalent rights disclosed on the Form 4?

The filing states each dividend equivalent right is the economic equivalent of one common share and accrues on DSU/RSU grants, becoming exercisable proportionately.

What price is shown for the reported transaction on the Form 4?

The transaction line lists a price of $63.04 associated with the dividend equivalent rights.

When was the Form 4 signed and who signed it?

The Form 4 was signed by Kathy L. Uttley as attorney-in-fact for Adam Hanft on 09/09/2025.

Does the Form 4 show if the ownership is direct or indirect?

Yes, the filing indicates the ownership form is Direct (D) for the reported 662 shares.