Scotts Miracle-Gro (SMG) Director Adds 104 Dividend-Equivalent Shares

Rhea-AI Filing Summary

David C. Evans, a director of The Scotts Miracle-Gro Company (SMG), acquired dividend equivalent rights equal to 104 common shares on 09/05/2025. These rights are the economic equivalent of one common share each and vest/exercise proportionately with the related DSUs/RSUs. The reported acquisition was recorded at a per-share economic price of $63.04 and after the transaction Mr. Evans directly beneficially owned 662 common shares. The Form 4 was submitted by an attorney-in-fact on behalf of Mr. Evans.

Positive

• Director increased direct holdings by 104 dividend equivalent rights, bringing reported direct ownership to 662 shares
• Transaction linked to equity compensation (dividend equivalents on DSUs/RSUs), indicating alignment of director compensation with shareholder interests

Negative

• None.

Insights

Securities Analyst

TL;DR: Director acquired 104 dividend-equivalent rights, modestly increasing direct holdings to 662 shares; transaction appears routine and non-material.

The filing shows a director-level insider receiving 104 dividend equivalent rights tied to equity awards on 09/05/2025 at an economic price of $63.04 per share. These rights mirror the economic value of common shares and vest in step with the underlying DSUs/RSUs. The post-transaction direct beneficial ownership reported is 662 shares. For most investors this is a routine compensation-related issuance rather than an open-market purchase or sale, and the absolute share counts are small relative to a public company cap structure.

Corporate Governance Expert

TL;DR: This is a compensation-related accrual for a director, not a change in control or material ownership shift.

The disclosure identifies the nature of the instrument as dividend equivalent rights that become exercisable with the underlying DSUs/RSUs and are economically equivalent to common shares. The transaction code indicates acquisition (A) and is recorded as direct ownership. The filing was executed by an attorney-in-fact. Given the limited number of shares involved (104 acquired, 662 owned post-transaction), the change is administrative and consistent with director compensation practices.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Evans David C

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)

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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/09/2025 - 03:06 PM Learn about SEC filing dates

FAQ

What did David C. Evans report on the Form 4 for SMG?

He reported acquiring 104 dividend equivalent rights tied to DSUs/RSUs on 09/05/2025, increasing his direct beneficial ownership to 662 common shares.

What are dividend equivalent rights in this filing?

Each dividend equivalent right is the economic equivalent of one common share and becomes exercisable proportionately with the related DSUs/RSUs, per the filing.

What price or value was reported for the acquisition?

The filing reports an economic price of $63.04 per share associated with the 104 dividend equivalent rights.

What is the transaction date reported on the Form 4?

The transaction date is 09/05/2025 as shown in the filing.

Who filed the Form 4 on behalf of David C. Evans?

The Form 4 was signed by Kathy L. Uttley as attorney-in-fact for David C. Evans, with a signature date of 09/09/2025.

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^*

Evans David C

(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 David C. Evans	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.