Sandoval Brian E 4

What Happened

• Brian E. Sandoval, a director of Scotts Miracle‑Gro Co. (SMG), had 336 derivative units converted into 336 common shares on February 3, 2026 (transaction code M = exercise/conversion). The filing also shows 336 shares disposed at $0.00 the same day, which is consistent with shares being withheld or net‑settled to cover taxes or other withholding obligations rather than an open‑market sale.

Key Details

• Transaction date: 2026-02-03 (reported on Form 4 filed 2026-02-05).
• Transaction type/code: M (exercise or conversion of derivative instrument — here RSUs converting to common shares).
• Shares converted: 336 acquired via conversion; 336 shares reported disposed at $0.00 (no cash proceeds reported).
• Shares owned after transaction: not stated in the provided filing summary.
• Relevant footnotes:
  • F1: Restricted stock units convert one-for-one into common shares.
  • F2: The RSUs arose from a grant on Feb 3, 2023 (2,553 RSUs) that vested on Feb 3, 2024.
• Filing timeliness: Report filed Feb 5, 2026 for a Feb 3, 2026 transaction — appears timely based on typical Form 4 rules.

Context

• This was not an open‑market purchase or sale; it was a conversion/settlement of restricted stock units. The simultaneous disposal at $0 typically reflects shares withheld for taxes or net settlement rather than a sale that generates cash proceeds. Such conversions are routine when RSUs vest and do not necessarily signal a change in insider sentiment.