Edith Aviles Increases SMG Holdings by 104 Dividend Equivalent Rights

Rhea-AI Filing Summary

Edith Aviles, a director of The Scotts Miracle-Gro Company (SMG), reported a Section 16 transaction dated 09/05/2025. The filing shows the acquisition of 104 dividend equivalent rights that are the economic equivalents of common shares, recorded at $63.04 per share. After the reported transaction, Ms. Aviles directly beneficially owned 662 common shares. The filing was signed on behalf of Ms. Aviles by an attorney-in-fact on 09/09/2025 and explains that dividend equivalent rights vest proportionately with the related DSUs/RSUs.

Positive

• Director increased direct ownership by 104 dividend equivalent rights, bringing holdings to 662 common shares, aligning director interests with shareholders
• Transaction disclosed under Section 16, reflecting compliance with insider reporting requirements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director acquisition of dividend equivalent rights, consistent with equity compensation governance.

The transaction reflects a standard administrative occurrence where dividend equivalents tied to long‑term equity awards are converted into share equivalents. As a director, Ms. Aviles' acquisition of 104 dividend equivalent rights increases her direct holdings to 662 shares, a modest change in ownership that aligns her economic interests with shareholders without indicating any extraordinary corporate development.

Securities Analyst

TL;DR: Small, non material insider acquisition; unlikely to affect valuation or signal major corporate news.

The filing lists an acquisition at an indicated price of $63.04 per share for 104 dividend equivalent rights. Given the size of the transaction relative to typical institutional holdings, this is immaterial to market capitalization and appears to be a routine execution of compensation plan provisions rather than a market signal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Aviles Edith

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 Edith Aviles report on Form 4 for SMG?

The Form 4 reports the acquisition of 104 dividend equivalent rights related to DSU/RSU awards on 09/05/2025, increasing her direct holdings to 662 common shares.

What price is shown for the reported transaction in the SMG Form 4?

The filing indicates a price of $63.04 per share for the dividend equivalent rights reported.

When was the Form 4 filed for this insider transaction?

The Form 4 shows the transaction date as 09/05/2025 and was signed and filed on 09/09/2025 by an attorney-in-fact.

How many shares does Edith Aviles beneficially own after the transaction?

After the reported acquisition, Ms. Aviles directly beneficially owns 662 common shares of SMG.

What is the nature of the securities acquired?

The filing clarifies these are dividend equivalent rights that are the economic equivalent of common shares and vest proportionately with related DSUs/RSUs.

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^*

Aviles Edith

(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 Edith Aviles	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.