SMG Form 4: Director Acquires 91 Dividend Equivalent Rights at $63.04

Mark D. Kingdon, a director of The Scotts Miracle-Gro Company (SMG), reported an acquisition of 91 dividend equivalent rights tied to DSU/RSU awards on 09/05/2025.

Rhea-AI Filing Summary

Mark D. Kingdon, a director of The Scotts Miracle-Gro Company (SMG), reported an acquisition of 91 dividend equivalent rights tied to DSU/RSU awards on 09/05/2025. The filing shows each dividend equivalent right is economically equivalent to one common share and the transaction price reported is $63.04 per share. After this reported acquisition, Mr. Kingdon beneficially owns 506 common shares in a direct ownership form. The Form 4 was submitted with a signature by an attorney-in-fact on behalf of the reporting person on 09/09/2025.

Positive

• Director increased direct beneficial ownership by 91 dividend equivalent rights
• Filing clearly states dividend equivalents are economically equivalent to common shares
• Form 4 was filed and signed, indicating compliance with Section 16 reporting requirements

Negative

• None.

Insights

Securities/Financial Analyst

TL;DR: Routine insider acquisition of dividend equivalents increases direct holdings modestly; no new material signals for valuation.

The Form 4 documents a non-derivative acquisition of 91 dividend equivalent rights tied to DSU/RSU awards at a reported price of $63.04, executed 09/05/2025. The filing indicates direct beneficial ownership of 506 shares after the transaction. This is a standard reporting of equity compensation-related accruals converting to share equivalents rather than an open-market purchase. The amount is small and appears administrative in nature rather than a strategic investment shift.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 timing; transaction is compensation-related and typical for directors.

The report specifies the transaction was dividend equivalent rights associated with DSUs/RSUs, clarifies the economic equivalence to common shares, and shows direct ownership form. The Form 4 is signed by an attorney-in-fact, indicating proper execution of filing obligations. There are no indications of atypical timing or related-party concerns in the disclosed information.

Insider Trade Summary

Grant/Award: 91 shares

Grant/Award 1 txn

Insider Kingdon Mark D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	91	$63.04	$6K

Holdings After Transaction: Dividend Equivalent Rights — 506 contracts (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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Mark D. Kingdon report on the Form 4 for SMG?

He reported acquisition of 91 dividend equivalent rights tied to DSU/RSU awards on 09/05/2025 and a post-transaction direct beneficial ownership of 506 shares.

What is the economic meaning of the dividend equivalent rights reported?

Each dividend equivalent right is the economic equivalent of one common share of The Scotts Miracle-Gro Company.

What price is shown on the Form 4 for the reported transaction (SMG)?

The filing lists a price of $63.04 per share associated with the reported dividend equivalent rights.

When was the transaction executed and when was the Form 4 filed?

The transaction date is 09/05/2025 and the Form 4 shows a signature by an attorney-in-fact dated 09/09/2025.

Does the Form 4 indicate direct or indirect ownership after the transaction?

The filing reports direct (D) beneficial ownership of 506 common shares following the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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^*

Kingdon Mark D

(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		91		(1)	(1)	Common Shares	91	$63.04	506	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 Mark D. Kingdon	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.