[Form 4] The Scotts Miracle-Gro Company Insider Trading Activity

Rhea-AI Filing Summary

Bank of Montreal (BMO) plans to issue senior unsecured Autocallable Barrier Notes, Series K, due August 7, 2028. The notes are linked to the worst performer of the S&P 500, NASDAQ-100 and Russell 2000 indices. Investors may receive monthly contingent coupons of 0.7083 % (≈ 8.50 % p.a.) provided each index closes at or above 70 % of its initial level on the relevant observation date. From February 4, 2026 onward, if all three indices close above their initial levels (100 %), the notes are automatically redeemed at par plus the current coupon.

Principal is at risk. If the notes are not called and any index closes below 70 % of its initial level on the final valuation date (a “Trigger Event”), repayment is reduced dollar-for-dollar with the worst-performing index and could be zero. The estimated initial value is US $975.40 per US $1,000, implying a 2.46 % issue premium versus BMO’s internal valuation. The notes are offered in $1,000 denominations, will not be exchange-listed and are subject to BMO’s credit risk. BMO Capital Markets Corp. acts as selling agent and calculation agent; total selling concessions are up to 1.00 % of face value.

Key dates: Pricing Date – July 31 2025; Settlement – August 5 2025; first coupon – September 7 2025; Final Valuation – August 2 2028; Maturity – August 7 2028.

Investor profile: Suits investors seeking enhanced income tied to broad U.S. equity indices, willing to accept downside equity risk, early redemption and limited liquidity.

Positive

• Attractive contingent coupon of approximately 8.50 % per annum, well above current U.S. investment-grade yields.
• Early call feature allows full principal return plus coupon as soon as February 2026 if equity markets are flat or higher.
• Diversified equity exposure across large-cap, tech-heavy and small-cap U.S. indices reduces idiosyncratic index risk.

Negative

• No principal protection; a 30 % decline in any index at maturity triggers proportional capital loss up to 100 %.
• Coupon is not guaranteed; payments cease for any month an index closes below its 70 % barrier.
• Limited liquidity as the notes are not exchange-listed, potentially forcing holders to accept discounts in secondary markets.
• Credit risk – payments rely solely on Bank of Montreal’s ability to pay.
• Embedded issue premium; estimated initial value is 97.54 % of face, creating negative carry for early sellers.

Insights

Structured Products Analyst

TL;DR: High 8.5 % coupon but 30 % downside barrier; early call likely if markets rise, full principal risk if markets fall.

The note offers above-market income as long as the three indices stay ≥ 70 % of initial. Historical volatility shows SPX, NDX and RTY have breached a 30 % drawdown in several recent market corrections (2020, 2022), so coupon suspension and capital loss are real possibilities. Automatic call at 100 % level caps upside after roughly six months of performance recovery, limiting total return in bull markets. The internal valuation discount (≈ 2.46 %) and selling concession up to 1 % widen the bid-offer for secondary sellers, compounded by the note’s non-listed status. Credit exposure to BMO (A+ / Aa3) is investment-grade but not negligible over a three-year horizon. Overall, the product is yield-enhancing rather than capital-preserving and should be sized accordingly.

Portfolio Risk Manager

TL;DR: Structure is neutral for BMO holders; product is optionality transfer from investor to issuer.

The note embeds three knock-in puts and monthly binary call spreads. By aggregating across indices, correlation risk increases the probability that at least one asset breaches the 70 % barrier during market stress. Investors effectively sell downside protection while capping upside beyond coupons. From BMO’s perspective the hedge can be managed using vanilla index options; net risk is limited and fee income up to 1 % is accretive, but immaterial to BMO’s earnings base. Hence, impact for BMO equity or debt investors is neutral, while note buyers face asymmetric risk.

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)
06/26/2025

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)	06/26/2025		A		8.769		(2)	(2)	Common Shares	8.769	$64.86	1,046.907	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	06/30/2025
	** 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 coupon rate do the BMO Autocallable Barrier Notes pay?

They pay a monthly contingent coupon of 0.7083 % (≈ 8.50 % per annum) when all three indices close at or above 70 % of their initial levels.

When can the notes be automatically redeemed?

Starting February 4, 2026, if every index closes above its initial level (100 %) on any observation date, the notes are called at par plus coupon.

How much principal could I lose at maturity?

If any index finishes below 70 % of its initial level, you lose 1 % of principal for each 1 % decline in the worst-performing index; loss could be total.

Are the notes protected by FDIC or CDIC insurance?

No. The notes are unsecured, unsubordinated obligations of Bank of Montreal and are not insured by any government agency.

What is the estimated initial value versus the public offering price?

BMO estimates an initial value of $975.40 per $1,000, about 2.46 % below the issue price, reflecting dealer fees and hedging costs.

Will the notes trade on an exchange?

No. The notes will not be listed; any sale prior to maturity must occur in the over-the-counter market.