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Scotts Miracle-Gro (SMG) Form 4: CFO Receives Phantom Stock and Dividend Equivalents

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Mark J. Scheiwer, Executive Vice President, Chief Financial Officer and Chief Accounting Officer of The Scotts Miracle-Gro Company (SMG), reported acquisitions on 09/05/2025. The filing discloses the acquisition of 10.994 units of phantom stock (each unit representing the right to one common share or cash value) and 43 dividend equivalent rights, each tied to common shares. The phantom stock is payable in cash following termination of employment and may be transferred into an alternative investment at any time. The report was signed by an attorney-in-fact on 09/09/2025.

Positive

  • Acquisition of 10.994 phantom stock units reported, aligning executive compensation with company equity value
  • 43 dividend equivalent rights accrued, showing linkage of pay to shareholder returns
  • Clear disclosure of settlement terms (cash payable upon termination) and transferability into alternative investments

Negative

  • None.

Insights

TL;DR: Routine insider award filing showing cash-settled phantom stock and accrued dividend equivalents by a senior officer.

This Form 4 documents non-derivative and derivative-equivalent awards to a named officer rather than open-market transactions. The phantom stock units (10.994) are cash-settled upon employment termination, which changes the economic exposure compared with immediate share ownership. The dividend equivalent rights (43) accrue and vest proportionately with the underlying DSU/RSU grants. From a compliance perspective, the report meets disclosure of transaction date (09/05/2025), amounts, and that an attorney-in-fact signed on 09/09/2025.

TL;DR: Compensation-related award consistent with executive pay practices; no new market sales or purchases reported.

The filing reflects compensation mechanics (phantom stock and dividend equivalents) rather than open-market insider trading. Phantom stock payable in cash limits immediate voting/ownership implications while preserving economic alignment with share performance. The disclosure specifies transferability into alternative investments and ties dividend equivalents to DSU/RSU vesting schedules, indicating typical executive award design rather than a material corporate event.

Insider Scheiwer Mark J
Role EVP, CFO & CAO
Type Security Shares Price Value
Grant/Award Phantom Stock 10.994 $63.34 $696.36
Grant/Award Dividend Equivalent Rights 43 $63.04 $3K
Holdings After Transaction: Phantom Stock — 1,070.82 shares (Direct); Dividend Equivalent Rights — 313 shares (Direct)
Footnotes (1)
  1. Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof. 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. 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.
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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*
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)
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
Phantom Stock (1) 09/05/2025 A 10.994 (2) (2) Common Shares 10.994 $63.34 1,070.82 D
Dividend Equivalent Rights (3) 09/05/2025 A 43 (3) (3) Common Shares 43 $63.04 313 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.
3. 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 J. Scheiwer 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Mark J. Scheiwer report on Form 4 for SMG?

He reported the acquisition of 10.994 phantom stock units and 43 dividend equivalent rights on 09/05/2025.

Are the phantom stock units reported by SMG (Mark J. Scheiwer) settled in shares or cash?

The filing states the phantom stock units are payable in cash following termination of employment.

Do the dividend equivalent rights reported by SMG convert into shares immediately?

The filing says the dividend equivalent rights accrue on DSU/RSU grants and become exercisable proportionately with those DSUs/RSUs.

Who signed the Form 4 filing for Mark J. Scheiwer and when?

The Form 4 was signed by Kathy L. Uttley as attorney-in-fact for Mark J. Scheiwer on 09/09/2025.

What is the reported price per share referenced in the Form 4 entries?

The filing lists $63.34 associated with the phantom stock entry and $63.04 associated with the dividend equivalent rights entry.