Scotts Miracle-Gro insider filing: CFO receives 8.2 phantom shares

Rhea-AI Filing Summary

Scotts Miracle-Gro (SMG) – Form 4 insider filing

EVP, CFO & CAO Mark J. Scheiwer reported acquiring 8.193 phantom stock units on 28-Jul-2025 at a reference value of $69.42. Each unit is economically equivalent to one common share but is settled in cash after the executive leaves the company. Following the award, Scheiwer beneficially owns 1,055.1 phantom units; no changes were reported in his direct or indirect ownership of SMG common shares.

The transaction was coded “A” (award) and appears to be a routine addition under the company’s deferred-compensation plan rather than an open-market purchase. Given the small size of the award relative to SMG’s ~55 million shares outstanding, the filing is unlikely to have a material impact on float, liquidity or near-term valuation.

Positive

• Incremental insider alignment: CFO’s phantom-stock balance increased, modestly linking compensation to share value.

Negative

• Immaterial size: 8.193 units represent an insignificant economic value, offering little insight into management’s outlook.
• No open-market buying: Awarded phantom stock does not reflect discretionary cash investment by the insider.

Insights

Financial Analyst

TL;DR: Routine phantom-stock award; negligible size, neutral signal for SMG investors.

The Form 4 shows a deferred-compensation credit, not a cash purchase, so insider conviction is unclear. 8.193 units (<$600) raises the CFO’s phantom balance to ~1,055 units (~$73k), immaterial against SMG’s market cap. No common-share accumulation or sale occurred. As such, the filing neither strengthens nor weakens the investment thesis; it simply confirms ongoing participation in executive compensation programs.

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).

1. Name and Address of Reporting Person^*

Scheiwer Mark J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO & CAO

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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
Phantom Stock	(1)	07/28/2025		A		8.193		(2)	(2)	Common Shares	8.193	$69.42	1,055.1	D

Explanation of Responses:

1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.

2. Shares of phantom stock are payable in cash following termination of the reporting person's employment with Issuer. The reporting person may transfer his/her phantom stock into an alternative investment at any time.

Remarks:

	/s/ Kathy L. Uttley as attorney-in-fact for Mark J. Scheiwer	07/29/2025
	** 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 SMG's CFO buy on 28-Jul-2025?

He received 8.193 phantom stock units under a deferred-compensation plan.

What is phantom stock at Scotts Miracle-Gro?

Each phantom unit tracks one SMG common share and is payable in cash after employment ends.

How many phantom units does the CFO now hold?

After the award, he beneficially owns 1,055.1 phantom stock units.

Was there an open-market purchase of SMG shares?

No. The Form 4 shows a compensation award, not a direct market transaction.

What price was assigned to the phantom units?

The filing lists a reference value of $69.42 per unit.