A.O. Smith insider Kulkarni records 2,140 RSU cash vesting on 09/01/2025

Rhea-AI Filing Summary

Parag Kulkarni, SVP–International and President India, reported changes in beneficial ownership of A. O. Smith Corporation (AOS) securities. On 09/01/2025 2,140 restricted stock units (RSUs) are recorded as vested and payable in cash, with a reported price of $0 for the record. The filing notes the RSUs were originally granted on 09/01/2022 under the A. O. Smith Combined Incentive Compensation Plan and become payable on the 09/01/2025 vesting date; Mr. Kulkarni has deferred receipt of the cash-based RSUs. The form states he beneficially owns 3,370 unvested RSUs and 3,130 RSUs that have vested and been deferred. The filing is signed on 09/02/2025.

Positive

• 2,140 restricted stock units vested and are payable in cash on the 09/01/2025 vesting date, demonstrating compensation realization.
• Executive retains deferred holdings: 3,130 vested RSUs are deferred and 3,370 RSUs remain unvested, indicating continued alignment with company incentives.

Negative

• None.

Insights

Securities Analyst

TL;DR Insider recorded cash-payable RSU vesting of 2,140 units and maintains material deferred holdings, indicating compensation realization rather than open-market trades.

The Form 4 discloses a non-sale, non-purchase compensation event: 2,140 restricted stock units became payable in cash on vesting. Because the RSUs were granted under the company incentive plan and the holder deferred receipt, this is a compensation settlement event exempt under Rule 16b-3 rather than a trading activity that changes voting share counts. The remaining balances—3,370 unvested and 3,130 vested-but-deferred RSUs—represent ongoing insider economic exposure to AOS equity performance without immediate issuance of shares.

Corporate Governance Expert

TL;DR Vesting and deferral of RSUs reflect routine executive compensation and retention mechanics, with no governance red flags disclosed.

The disclosure identifies standard plan-based compensation: grants from 09/01/2022 vesting on 09/01/2025 and subsequently deferred by the executive. The filing contains required detail on amounts and beneficial ownership but shows no accelerated vesting, related-party transactions, or disposal actions. From a governance perspective, this is a routine settlement and deferral of compensation consistent with long-term incentive design.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kulkarni Parag

(Last) (First) (Middle)

A. O. SMITH INDIA WATER PRODUCTS PRIVATE

#300, PHASE II, KIADB INDUSTRIAL AREA

(Street)

KARNATAKA K7 562112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITH A O CORP [ AOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP - Int'l; President India

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/01/2025		M			2,140	(2)	(2)	Common Stock	2,140	$0	0(3)	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivlanet of one share of A. O. Smith Corporation Common Stock.

2. The restricted stock units were granted on 09/01/2022 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payble in cash on the vesting date of 09/01/2025. Parag Kulkarni has deferred the receipt of these cash-based restricted stock units.

3. Parag Kulkarni beneficially owns 3,370 restricted stock units that have not yet vested. He beneficially owns 3,130 restricted stock units that have vested and have been deferred.

Remarks:

	James F. Stern, Attorney-in-Factor for Parag Kulkarni	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transaction did Parag Kulkarni report on Form 4 for AOS?

The Form 4 reports that 2,140 restricted stock units (RSUs) vested on 09/01/2025 and are payable in cash; the units were granted on 09/01/2022.

How many AOS RSUs does Parag Kulkarni beneficially own after this filing?

The filing states he beneficially owns 3,370 unvested RSUs and 3,130 vested RSUs that have been deferred.

Were any open-market stock purchases or sales reported?

No. The Form 4 discloses a compensation settlement (RSU vesting and deferral) rather than any purchase or sale of common stock.

Are the vested RSUs being paid in shares or cash?

The RSUs are described as the economic equivalent of one share but are stated to be payable in cash on the vesting date.

When were the RSUs originally granted?

The RSUs were granted on 09/01/2022 under the A. O. Smith Combined Incentive Compensation Plan.