Sandoval Brian E 4

What Happened
Brian E. Sandoval, a director of Scotts Miracle‑Gro Co. (SMG), received stock awards and completed a derivative conversion. On January 30, 2026 he acquired 3,719 shares total: 448 shares were acquired at $64.22 each (total $28,771) and 3,271 restricted stock units (RSUs) converted into shares at $0 reported price. On February 2, 2026 he reported an exercise/conversion of 182 derivative shares (an M-code transaction) which also shows a 182-share disposition at $0; no cash proceeds from a sale were reported.

Key Details

• Transaction dates and prices:
  • 2026-01-30: 448 shares @ $64.22 (cash paid $28,771) — Deferred Stock Units issued in lieu of retainer (Footnote F1).
  • 2026-01-30: 3,271 RSUs converted to common shares @ $0 reported (Footnote F2).
  • 2026-02-02: 182-share exercise/conversion of a derivative (M); also reported as disposed at $0 (no sale proceeds reported).
• Shares acquired on Jan 30: 3,719 total (448 purchased + 3,271 RSU conversions).
• Shares owned after the transactions: not specified in the provided filing details.
• Footnotes of note:
  • F1: Deferred Stock Units issued in lieu of retainer (~$28,750).
  • F2: Restricted stock units convert one-for-one into common shares.
  • F3: A prior grant of 1,398 RSUs (granted Feb 3, 2023) vested on Feb 2, 2026.
• Filing timeliness: Reported on Feb 3, 2026 for transactions dated Jan 30 and Feb 2; filing appears to be timely under the Form 4 two-business-day rule.

Context
The January activity reflects compensation-related awards (retainer in Deferred Stock Units and RSU vesting) rather than an open-market purchase. The February M-code entry indicates an exercise or conversion of a derivative instrument; because the filing shows no cash sale proceeds, it appears to be a conversion/settlement event rather than a market sale. Awards and RSU vesting are common director compensation and do not by themselves indicate insider sentiment about the stock.