AOS insider: 22,035 restricted stock units awarded to SVP Howe

Rhea-AI Filing Summary

A. O. Smith (AOS) reported a grant of 22,035 restricted stock units to Christopher T. Howe, SVP and Chief Digital Information Officer, on 10/08/2025. Each unit converts into one share of common stock at settlement, and the award was granted under the A. O. Smith Combined Incentive Compensation Plan as an exempt transaction under Rule 16b-3. The RSUs carry a $0 per-unit purchase price and vest and become payable in common stock on 10/08/2028, three years after grant. Following the grant, Mr. Howe will beneficially own 22,035 shares underlying these units upon settlement. The filing was signed by an attorney-in-fact on 10/09/2025.

Positive

• Alignment with shareholders: 22,035 RSUs vesting in 3 years links executive pay to long‑term stock performance
• Standard governance compliance: Transaction reported on Form 4 and granted under the company plan as exempt under Rule 16b‑3

Negative

• Potential dilution: Settlement in common stock will add 22,035 shares to outstanding shares when vested
• Time‑based retention risk: Value is contingent on continued service through 10/08/2028, offering no immediate liquidity

Insights

Compensation Analyst

Grant aligns a senior digital executive with shareholder outcomes via time‑vested RSUs.

The award of 22,035 restricted stock units vests on 10/08/2028, tying long‑term compensation to the company’s stock performance over a three‑year horizon. Time‑vesting with settlement in common stock is a standard retention and alignment mechanism under the A. O. Smith Combined Incentive Compensation Plan.

Key dependencies include the executive’s continued service through the vesting date and plan governance; investors can watch for future vesting and any related tax withholding or share issuance that would affect share count within the next three years.

Corporate Governance Specialist

Issuance is routine under Rule 16b‑3 but creates potential dilution when settled.

Because RSUs convert into common stock at settlement, the grant will increase outstanding shares by 22,035 if all units settle in stock, a quantifiable dilution event for shareholders. The Form 4 indicates the transaction is exempt and properly reported, showing compliance with Section 16 reporting requirements.

Investors may monitor total option/RSU overhang in proxy statements and subsequent Form 4 filings to assess cumulative dilution over the next 3 years.

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

OMB Number:			3235-0287
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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^*

Howe Christopher T.

(Last) (First) (Middle)

A. O. SMITH CORPORATION

11270 WEST PARK PLACE

(Street)

MILWAUKEE WI 53224

(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 Chief Digital Info Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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)	10/08/2025		A		22,035		(2)	(2)	Common Stock	22,035	$0	22,035	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, at settlement, one share of Common Stock.

2. The restricted stock units were granted on 10/08/2025 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units become payable in Common Stock on the vesting date of 10/08/2028.

Remarks:

	James F. Stern, Attorney-in-Fact for Christopher T. Howe	10/09/2025
	** 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 did Christopher T. Howe report on Form 4 for AOS?

He reported a grant of 22,035 restricted stock units on 10/08/2025 that vest and settle in common stock on 10/08/2028.

How many shares will the RSUs convert into for AOS (ticker: AOS)?

Each restricted stock unit converts into one share, so the award represents 22,035 underlying common shares upon settlement.

What is the purchase price for the RSUs reported on the Form 4?

The RSUs were granted with a per‑unit price of $0, which is typical for time‑based restricted stock unit grants.

When do the RSUs granted to the AOS executive vest?

The grant vests and becomes payable in common stock on 10/08/2028, three years after the grant date.

Was the RSU grant reported as an exempt transaction?

Yes. The grant was made under the A. O. Smith Combined Incentive Compensation Plan and is described as exempt under Rule 16b‑3.