Scotts Miracle-Gro Director Adds 133 Dividend Equivalent Rights to Holdings

Rhea-AI Filing Summary

Stephen L. Johnson, a director of The Scotts Miracle-Gro Company (SMG), reported an acquisition on 09/05/2025 of 133 dividend equivalent rights tied to DSU/RSU grants at an economic price of $63.04 each. The filing states each dividend equivalent right is the economic equivalent of one common share. Following the reported transaction, Mr. Johnson beneficially owned 789 common shares directly. The Form 4 was signed on behalf of Mr. Johnson by an attorney-in-fact on 09/09/2025.

Positive

• Acquisition of 133 dividend equivalent rights increases the reporting person's direct economic interest in SMG.
• Clear disclosure that dividend equivalent rights are economically equivalent to one common share each.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Director acquired dividend equivalent rights from equity awards, modestly increasing direct economic exposure to SMG.

The transaction represents a routine settlement of equity-linked compensation rather than an open-market investment decision. The filing clarifies these are dividend equivalent rights tied to DSUs/RSUs and not new option grants. The number acquired (133) and the post-transaction direct holding (789 shares) are modest relative to large insider positions, indicating limited governance impact. Documentation appears complete with attorney-in-fact signature.

Securities Analyst

TL;DR This Form 4 reports a small acquisition of equity-equivalent rights at $63.04; impact on ownership and valuation is minimal.

The recorded price of $63.04 is presented as the economic equivalent per dividend right; the report does not show open-market purchases or sales. The net change increases direct beneficial ownership by 133 equivalent shares to 789 shares. For investors, this is a routine insider compensation-related transaction with no material change to control or capital structure disclosed in this filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Johnson Stephen L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	133	$63.04	$8K

Holdings After Transaction: Dividend Equivalent Rights — 789 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^*

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)
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		133		(1)	(1)	Common Shares	133	$63.04	789	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 Stephen L. Johnson	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 transaction did Stephen L. Johnson report on Form 4 for SMG?

He reported acquisition of 133 dividend equivalent rights tied to DSU/RSU grants on 09/05/2025.

How many shares does Stephen L. Johnson beneficially own after the reported transaction?

The filing reports 789 common shares beneficially owned directly following the transaction.

What price is reported for the dividend equivalent rights?

The filing lists an economic price of $63.04 per dividend equivalent right.

Are these dividend equivalent rights the same as common shares?

The filing states each dividend equivalent right is the economic equivalent of one common share, and they accrue on DSU/RSU grants.

When was the Form 4 signed and by whom?

The Form 4 was signed on behalf of Stephen L. Johnson by an attorney-in-fact on 09/09/2025.