Scotts Miracle-Gro (SMG) Officer Reports Small Stock Purchase and Phantom Units

Rhea-AI Filing Summary

Mark J. Scheiwer, EVP, CFO & CAO of The Scotts Miracle-Gro Company (SMG), reported purchases of the issuer's common stock and phantom stock representing common shares. On 08/25/2025 he acquired 2.8528 common shares at $52.58, leaving him with 8,339.6898 shares directly and 433.874 shares indirectly through a 401(k) plan. On 08/26/2025 he was credited with 4.726 shares of phantom stock (each representing one common share) at a value of $63.04, following which he beneficially owns 1,059.826 phantom-share equivalents. The phantom shares are payable in cash upon termination and may be transferred into alternative investments during employment.

The Form 4 was signed by an attorney-in-fact, Kathy L. Uttley, on behalf of Mr. Scheiwer on 08/28/2025. All information is reported as stated on the form.

Positive

• Officer reported an open-market purchase of common shares (2.8528 shares at $52.58), increasing direct ownership.
• Clear disclosure of phantom stock terms: each unit equals one common share and is cash-settled upon termination; transfer to alternative investments is allowed.

Negative

• None.

Insights

Financial Analyst

Insider modestly increased direct exposure to SMG via small share purchase and holds phantom stock tied to future cash settlement.

The reported transactions show a minor open-market acquisition of 2.8528 common shares at $52.58, raising direct holdings to 8,339.6898 shares plus indirect 401(k) holdings of 433.874 shares. The addition of 4.726 phantom-share equivalents valued at $63.04 increases deferred cash-based exposure to the issuer. Transaction sizes are small relative to typical corporate insider holdings and do not indicate a material change to ownership concentration or company valuation. This disclosure is routine under Section 16 reporting requirements.

Corporate Governance Expert

Disclosure is complete and timely for an officer-level filer; phantom-share terms are explicitly cash-settled on termination.

The Form 4 identifies the reporting person as an officer and director and documents direct, indirect and derivative-style holdings with clear descriptions of the phantom stock payout mechanics. Signature by an attorney-in-fact is properly indicated. There are no indications of related-party transfers or atypical vesting conditions disclosed on this filing. For governance review, the filing provides the necessary transparency on insider ownership and deferred compensation instruments.

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
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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)
08/26/2025

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
Common Shares	08/25/2025		J	V	2.8528	A	$52.58	8,339.6898	D
Common Shares								433.874	I	By 401(K) Plan

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)	08/26/2025		A		4.726		(2)	(2)	Common Shares	4.726	$63.04	1,059.826	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	08/28/2025
	** 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 transactions did SMG insider Mark Scheiwer report on Form 4?

He reported acquiring 2.8528 common shares at $52.58 on 08/25/2025 and being credited with 4.726 phantom-share units on 08/26/2025.

How many SMG shares does Mark Scheiwer beneficially own after these transactions?

He beneficially owns 8,339.6898 common shares directly and 433.874 indirectly via a 401(k) plan; phantom-share equivalents total 1,059.826.

What is the settlement nature of the reported phantom stock for SMG?

Each phantom stock unit represents one common share and is payable in cash upon termination; the reporting person may transfer phantom units into alternative investments while employed.

Who signed the Form 4 for Mark Scheiwer and when?

The form was signed by Kathy L. Uttley as attorney-in-fact for Mark J. Scheiwer on 08/28/2025.

What were the reported values per share or unit?

The open-market common share purchase price was $52.58 and the phantom stock value reported was $63.04 per unit.