The Scotts Miracle-Gro Company

01/08/2025 | Press release | Distributed by Public on 01/08/2025 08:37

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Scheiwer Mark J
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2025 		3. Issuer Name and Ticker or Trading Symbol
SCOTTS MIRACLE-GRO CO [SMG]
(Last) (First) (Middle)
C/O THE SCOTTS MIRACLE-GRO COMPANY, 14111 SCOTTSLAWN ROAD 		4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CFO & CAO
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
MARYSVILLE, OH 43041 		6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Shares 433.874 I By 401(K) Plan
Common Shares 8,631.4343 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(Month/Day/Year) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 02/05/2024 02/05/2031 Common Shares 1,964 $236.53 D
Stock Option (right to buy) 11/04/2025 11/04/2032 Common Shares 8,355 $50.4 D
Stock Option (right to buy) 10/02/2026 10/02/2033 Common Shares 49,116 $47.62 D
Dividend Equivalent Rights (1) (1) Common Shares 188 (1) D
Phantom Stock (2) (2) Common Shares 971.976 (3) D
Stock Option (right to buy) 11/16/2026 11/16/2033 Common Shares 7,595 $56.87 D
Stock Option (right to buy) 11/08/2027 11/08/2034 Common Shares 5,253 $72.6 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scheiwer Mark J
C/O THE SCOTTS MIRACLE-GRO COMPANY
14111 SCOTTSLAWN ROAD
MARYSVILLE, OH 43041 		Interim CFO & CAO

Signatures

/s/ Kathy L. Uttley as attorney-in-fact for Mark J. Scheiwer 01/08/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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.
(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) Each share of phantom stock represents the right to receive one common share of Issuer or the cash value thereof.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.