Nathan E. Baxter - Jan 23, 2024 Form 4 Insider Report for SCOTTS MIRACLE-GRO CO (SMG)

Role: EVP and COO
Signature: /s/ Kathy L. Uttley as attorney-in-fact for Nathan E. Baxter
Stock symbol: SMG
Transactions as of: Jan 23, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/25/2024, 12:15 PM
Previous filing: Jan 4, 2024
Next filing: Feb 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SMG	Common Shares	Award	$0	+13.5K	+34.43%	$0.00	52.6K	Jan 23, 2024	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 28, 2023, the Issuer made a grant to the Reporting Person of 13,472 performance units (the "2023 grant"). Under the award agreement, the 2023 grant included an enhanced issuance provision under which the Reporting Person would receive a range of 50% to 100% of the original grant depending on certain pre-determined performance criteria over the entirety of the plan performance period. On January 23, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the performance measures related to the 2023 grant were satisfied to the extent required to permit for the issuance of shares equal to 100% of the original grant. The grant continues to be subject to service based vesting requirements that will be fully satisfied on April 28, 2026.

Content

On April 28, 2023, the Issuer made a grant to the Reporting Person of 13,472 performance units (the "2023 grant"). Under the award agreement, the 2023 grant included an enhanced issuance provision under which the Reporting Person would receive a range of 50% to 100% of the original grant depending on certain pre-determined performance criteria over the entirety of the plan performance period. On January 23, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the performance measures related to the 2023 grant were satisfied to the extent required to permit for the issuance of shares equal to 100% of the original grant. The grant continues to be subject to service based vesting requirements that will be fully satisfied on April 28, 2026.