Johnson Stephen L 4

What Happened

• Stephen L. Johnson, a director of Scotts Miracle‑Gro Co. (SMG), had restricted stock units (RSUs) convert into common shares on February 3, 2026. The filing shows 336 shares were acquired on conversion (transaction code M) and 336 shares were simultaneously disposed at $0.00 (likely withheld to satisfy tax withholding obligations). The RSU conversion shows no exercise price (N/A) and no cash proceeds reported for the disposed shares.

Key Details

• Transaction date: February 3, 2026 (reported on Form 4 filed Feb 5, 2026).
• Transactions reported: Exercise/conversion of derivative (code M) — 336 shares acquired; 336 shares disposed at $0.00.
• Price/Value: Acquired price N/A (RSU conversion). Disposed at $0.00 (no cash proceeds reported).
• Shares owned after transaction: Not specified in the provided filing summary.
• Footnotes: F1 — RSUs convert 1-for-1 into common shares. F2 — These RSUs trace to a Feb 3, 2023 grant of 2,553 RSUs vesting on Feb 3, 2024.
• Timeliness: Form 4 was filed on Feb 5, 2026 for a Feb 3 transaction (filed within the standard two‑business‑day window).

Context

• This was a vesting/conversion of RSUs, not an open‑market buy or sell. The simultaneous disposal at $0.00 is typical when shares are withheld to cover tax withholding — it does not represent a market sale for cash. Such routine tax‑withholding disposals are common and are not a straightforward signal of insider buying or selling intent.