A. O. Smith (NYSE: AOS) SVP reports equity award and tax-share moves

Rhea-AI Filing Summary

A. O. Smith Corporation senior vice president Samuel M. Carver reported equity award vesting and related share movements. On February 13, 2026, 2,605 restricted stock units were settled into an equal number of common shares at an exercise price of $0. To cover tax withholding on this vesting, 1,026 common shares were disposed of at $79.885 per share. In a separate award, 709 common shares were acquired upon vesting of performance stock units at 150% of the target level for the 2023–2025 performance period. After these transactions, Carver directly owned 3,857 A. O. Smith common shares.

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

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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^*

Carver Samuel M.

(Last) (First) (Middle)

A. O. SMITH CORPORATION

44 VANTAGE WAY

(Street)

NASHVILLE TN 37228

(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 - Global Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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
Common Stock	02/13/2026		M		2,605	A	$0(1)	4,174	D
Common Stock	02/13/2026		F		1,026(2)	D	$79.885	3,148	D
Common Stock	02/13/2026		A		709(3)	A	$79.885	3,857	D

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	$0(1)	02/13/2026		M			2,605	(4)	(4)	Common Stock	2,605	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, at settlement, one share of Common Stock. This transaction represents the settlement of restricted stock units in shares of Common Stock on their scheduled vesting date.

2. Shares withheld by A. O. Smith Corporation to satisfy tax withholding requirements on vesting of restricted stock units.

3. Represents vesting of performance stock units at 150% of the target award amount and conversion to shares of A. O. Smith Corporation's Common Stock upon achievement of performance criteria for the 2023 - 2025 performance period.

4. The restricted stock units were granted on 02/13/2023 under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The restricted stock units became payable in Common Stock on the vesting date of 02/13/2026.

Remarks:

	James F. Stern, Attorney-in-Fact for Samuel M. Carver	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What did A. O. Smith (AOS) executive Samuel M. Carver report on this Form 4?

Samuel M. Carver reported vesting and settlement of equity awards. Restricted stock units converted into common shares, some shares were used to cover tax withholding, and additional performance stock units vested, changing his directly held A. O. Smith share balance.

How many A. O. Smith (AOS) restricted stock units vested for Samuel M. Carver?

2,605 restricted stock units vested and settled into common stock. Each unit represented the right to receive one A. O. Smith common share upon vesting, and the conversion occurred at an exercise price of $0 on February 13, 2026.

Why were 1,026 A. O. Smith (AOS) shares disposed of in this Form 4?

1,026 shares were withheld to satisfy tax obligations. A. O. Smith retained these common shares, valued at $79.885 each, to cover tax withholding triggered by the vesting of restricted stock units for executive Samuel M. Carver.

What performance stock unit award did A. O. Smith (AOS) report for Samuel M. Carver?

709 shares came from vesting performance stock units at 150% of target. These units converted into A. O. Smith common stock after performance goals for the 2023–2025 period were achieved and certified, increasing Carver’s direct holdings.

How many A. O. Smith (AOS) shares does Samuel M. Carver own after these transactions?

Samuel M. Carver directly owned 3,857 common shares after the filings. This final amount reflects the conversion of restricted and performance stock units and the share withholding to cover associated tax liabilities on February 13, 2026.

What was the origin and vesting date of the A. O. Smith (AOS) restricted stock units?

The restricted stock units were granted on February 13, 2023. Granted under the A. O. Smith Combined Incentive Compensation Plan, they became payable in common stock when they vested on February 13, 2026, in a transaction exempt under Rule 16b-3.