[Form 4] The Scotts Miracle-Gro Company Insider Trading Activity

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company (SMG) director Austin Scott Miller reported an acquisition of 15 common-share equivalents related to dividend equivalent rights on restricted/share units. The transaction date was 09/05/2025 and the Form 4 was signed on 09/09/2025 by an attorney-in-fact. The filing shows 15 shares acquired at an economic value tied to $63.04 each, and 15 shares beneficially owned following the transaction. The filing clarifies these dividend equivalent rights accrue with DSUs/RSUs and are each economically equivalent to one common share. No other transactions, dispositions, or pledges are disclosed in this filing.

Positive

• Insider acquisition disclosed—the director reported receiving 15 dividend-equivalent rights, increasing reported ownership.
• Clear compliance with Section 16—Form 4 timely filed and signed by attorney-in-fact documenting the transaction.

Negative

• None.

Insights

Financial Analyst

TL;DR: Small, routine insider acquisition of 15 dividend-equivalent shares—immaterial to SMG’s valuation but confirms executive compensation settlement.

This Form 4 reports a non-derivative economic acquisition of 15 common-share equivalents tied to dividend equivalent rights on DSUs/RSUs at an implied value of $63.04 each. The size of the transaction (15 shares) is negligible relative to a public company’s outstanding shares, so there is no material impact on capitalization or liquidity. It does, however, document the mechanics of executive compensation realization and the director’s incremental ownership.

Corporate Governance Expert

TL;DR: Routine disclosure consistent with Section 16 compliance; transaction reflects compensation vesting events rather than open-market trading.

The filing indicates the reporting person is a director and that the reported acquisition arises from dividend equivalents on DSUs/RSUs. The disclosure fulfills Section 16 reporting requirements and shows no unusual timing, derivative exercises, or secondary market activity. From a governance perspective, this is a standard, transparent reporting of compensation-related ownership conversion.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Miller Austin Scott

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	15	$63.04	$945.60

Holdings After Transaction: Dividend Equivalent Rights — 15 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^*

Miller Austin Scott

(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		15		(1)	(1)	Common Shares	15	$63.04	15	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 Austin Scott Miller	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.