Kingdon Mark D 4

What Happened

• Mark D. Kingdon, a director of Scotts Miracle‑Gro Co. (SMG), had 165 restricted stock units convert into 165 common shares on February 3, 2026 (reported on a Form 4 filed Feb 5, 2026). The filing shows 165 shares acquired via conversion and 165 shares disposed at $0.00, resulting in no net shares retained from this event and no cash proceeds reported.
• This was a conversion/settlement of equity awards (derivative transaction), not an open‑market buy or sell.

Key Details

• Transaction date: February 3, 2026. Form 4 filed: February 5, 2026 (timely).
• Transaction type/code: Exercise/conversion of derivative (code M in the filing).
• Shares: 165 shares acquired (conversion) and 165 shares disposed at $0.00. Net change in holdings from this event: 0 shares.
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes: F1 states RSUs convert one‑for‑one into common shares. F2 notes a grant of 1,497 RSUs on July 13, 2023, vesting on February 3, 2024 (per the filing).

Context

• For retail investors: conversions of RSUs into shares are routine compensation events for insiders. The disposal at $0.00 commonly reflects shares withheld to satisfy tax or withholding obligations rather than an active sale on the market. This filing shows an equity award settlement with no open‑market trading activity or proceeds reported.