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

Rhea-AI Filing Summary

The latest Form 4 filing for The Scotts Miracle-Gro Company (SMG) shows a routine equity-compensation event rather than an open-market purchase. On 01 July 2025, director Stephen L. Johnson received 215 Deferred Stock Units (DSUs) in lieu of a cash retainer worth $14,375, corresponding to an implied price of approximately $67.10 per share. The transaction is coded “A,” confirming it is an acquisition, and it raises the director’s direct holdings to 27,161 common shares.

No derivative securities, dispositions, or 10b5-1 plan designations are reported, and no other insiders are involved. While the dollar amount is immaterial to SMG’s financial position, the award marginally increases insider ownership and aligns board incentives with shareholder interests. There are no red flags or governance concerns indicated in this short filing.

Insights

Securities Analyst

TL;DR: Minor director stock award; negligible financial impact; mildly positive for alignment, overall neutral for SMG valuation.

The 215-share DSU grant to Director Stephen L. Johnson is a standard board-compensation action. At roughly $14k, it has no material effect on cash flows, share count, or valuation metrics. Because it is compensation, not an open-market buy, it does not represent incremental insider capital but does slightly increase insider exposure to equity performance—often viewed as marginally supportive of governance quality. Given its negligible size relative to SMG’s market cap and daily trading volume, I rate the market impact as neutral.

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^*

Johnson Stephen L

(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)
07/01/2025

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
Common Shares	07/01/2025		A		215	A	$67.1(1)	27,161	D

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

Explanation of Responses:

1. The Deferred Stock Units were issued to the reporting person in lieu of retainer in the amount of $14,375.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Stephen L. Johnson	07/02/2025
	** 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 insider transaction did Scotts Miracle-Gro (SMG) report on 01 July 2025?

Director Stephen L. Johnson acquired 215 Deferred Stock Units under a retainer-in-stock program.

How many SMG shares does Director Johnson own after the transaction?

His direct holdings increased to 27,161 common shares.

Was the acquisition an open-market purchase?

No. The shares were equity compensation issued in lieu of a cash board retainer.

What was the implied price of the shares awarded?

The 215 DSUs were valued at $67.10 per share, totaling $14,375.

Did the Form 4 disclose any share sales or derivative transactions?

No. No dispositions or derivative positions were reported in the filing.