Scotts Miracle-Gro (SMG) Director Converts Dividend Equivalents into 32 Shares

Rhea-AI Filing Summary

The Scotts Miracle-Gro Company (SMG) director Nick Miaritis reported an acquisition of 32 common shares on 09/05/2025. The shares were issued as dividend equivalent rights tied to DSU/RSU grants and were recorded at a price of $63.04 per share. After this transaction, Mr. Miaritis beneficially owned 93 shares. The filing was signed on behalf of the reporting person by an attorney-in-fact on 09/09/2025. The form notes that dividend equivalents accrue with DSUs/RSUs and are economically equivalent to common shares.

Positive

• Insider acquisition disclosed: Director Nick Miaritis acquired 32 common shares via dividend equivalent rights, showing transparent disclosure of compensation-related share issuance.
• Clear explanation provided: Filing explains dividend equivalents are economically equivalent to common shares tied to DSU/RSU grants.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director converted dividend equivalents into 32 common shares; this is a routine equity-compensation-related transaction with limited material impact.

The transaction reflects standard compensation settlement mechanics where dividend equivalent rights tied to deferred stock units or restricted stock units convert into shares. The filing discloses direct ownership and a small post-transaction holding of 93 shares, indicating no change in board-level control or major influence. Documentation via attorney-in-fact and the explanation about dividend equivalents is consistent with typical governance disclosure practices.

Securities Analyst

TL;DR: The 32-share acquisition at $63.04 is immaterial to company valuation but is a clear, disclosed insider purchase from compensation plan mechanics.

The transaction is non-derivative and arises from dividend equivalent rights associated with equity awards, not an open-market purchase. The size (32 shares) and resulting total beneficial ownership (93 shares) are small relative to public float and do not signal a material change in insider exposure. Reporting timing and signature comply with Form 4 requirements shown in the filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Miaritis Nick

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	32	$63.04	$2K

Holdings After Transaction: Dividend Equivalent Rights — 93 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^*

Miaritis Nick

(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		32		(1)	(1)	Common Shares	32	$63.04	93	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 Nick Miaritis	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.

FAQ

What did SMG director Nick Miaritis report on Form 4?

He reported an acquisition of 32 common shares via dividend equivalent rights on 09/05/2025, recorded at $63.04 per share.

How many SMG shares does Nick Miaritis beneficially own after the transaction?

The filing shows he beneficially owned 93 shares following the reported transaction.

Were the shares purchased on the open market?

No. The shares were issued as dividend equivalent rights tied to DSU/RSU grants, not an open-market purchase.

When was the Form 4 signed and who signed it?

The form was signed by Kathy L. Uttley as attorney-in-fact for Nick Miaritis on 09/09/2025.

Does the filing indicate any change in control or large insider stake?

No. The reported 32-share issuance results in a total of 93 shares and does not indicate a change in control or large insider stake.