SCOTTS MIRACLE-GRO (SMG) director awarded 177 dividend equivalent rights as equity compensation

Rhea-AI Filing Summary

SCOTTS MIRACLE-GRO CO director Brian E. Sandoval received a grant of 177 Dividend Equivalent Rights on Common Shares. These rights were awarded at no cash cost as part of his equity-based compensation and accrue on DSU or RSU grants. Each right is economically equal to one common share and becomes exercisable proportionately with the underlying DSUs or RSUs. Following this grant, Sandoval directly holds 964 Dividend Equivalent Rights, reflecting a routine compensation-related acquisition rather than an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sandoval Brian E

Role null

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	177	$0.00	--

Holdings After Transaction: Dividend Equivalent Rights — 964 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Dividend Equivalent Rights granted: 177 rights Total rights after transaction: 964 rights Grant price per right: $0.0000 per right +2 more

5 metrics

Dividend Equivalent Rights granted 177 rights Grant on 2026-06-05 as equity award

Total rights after transaction 964 rights Dividend Equivalent Rights held directly following grant

Grant price per right $0.0000 per right Stated transaction price for the 177 rights

Transaction type Grant, award, or other acquisition Form 4 code A, derivative acquisition

Derivative transactions in filing 1 derivative transaction All transactions in this Form 4 are derivative-type awards

Key Terms

Dividend Equivalent Rights, DSU, RSU, Common Shares

4 terms

Dividend Equivalent Rights financial

"The dividend equivalent rights accrued on DSU or RSU grants and become exercisable proportionately with the DSUs or RSUs to which they relate."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

DSU financial

"The dividend equivalent rights accrued on DSU or RSU grants and become exercisable proportionately with the DSUs or RSUs to which they relate."

RSU financial

"The dividend equivalent rights accrued on DSU or RSU grants and become exercisable proportionately with the DSUs or RSUs to which they relate."

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

Common Shares financial

"Each dividend equivalent right is the economic equivalent of one common share of the Issuer."

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

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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^*

Sandoval Brian E

(Last) (First) (Middle)

C/O THE SCOTTS MIRACLE-GRO COMPANY

14111 SCOTTSLAWN ROAD

(Street)

MARYSVILLE OHIO 43041

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	06/05/2026		A		177		(1)	(1)	Common Shares	177	(1)	964	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 Brian E. Sandoval	06/09/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did SCOTTS MIRACLE-GRO (SMG) director Brian Sandoval receive in this Form 4?

Brian E. Sandoval received a grant of 177 Dividend Equivalent Rights tied to Common Shares. These awards are part of his equity-based compensation, providing the economic value of additional shares as dividends accrue on his DSU or RSU grants over time.

What are Dividend Equivalent Rights reported for SMG director Brian Sandoval?

Dividend Equivalent Rights give Brian Sandoval economic value equal to dividends on DSU or RSU grants. Each right is the economic equivalent of one SCOTTS MIRACLE-GRO common share and becomes exercisable proportionately with the related DSUs or RSUs as they vest or settle.

How many Dividend Equivalent Rights does Brian Sandoval hold after this SMG transaction?

After receiving 177 new Dividend Equivalent Rights, Brian Sandoval directly holds a total of 964 such rights. This reflects his cumulative equity-based awards linked to DSU or RSU grants, not an open-market stock purchase or sale of SCOTTS MIRACLE-GRO shares.

Was the SMG Form 4 for Brian Sandoval a stock purchase or sale?

No, the Form 4 reports a compensation-related grant, not a stock trade. Brian Sandoval acquired 177 Dividend Equivalent Rights at a stated price of $0.0000 per right, tied to existing DSU or RSU grants rather than open-market buying or selling of SMG shares.

What does each Dividend Equivalent Right represent for SMG director Brian Sandoval?

Each Dividend Equivalent Right is the economic equivalent of one SCOTTS MIRACLE-GRO common share. These rights accrue on DSU or RSU grants and become exercisable proportionately with those underlying awards, providing dividend-like value without immediate issuance of actual common shares.