A. O. Smith (AOS) SVP Karge converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

A. O. Smith Corporation executive Douglas Samuel Karge reported equity compensation activity involving company stock. On February 13, 2026, he converted 1,415 restricted stock units into the same number of A. O. Smith common shares at an exercise price of $0, reflecting scheduled vesting.

To cover tax withholding on this vesting, 666 common shares were withheld at a reference price of $79.885 per share. He also acquired 338 common shares at $79.885 from the vesting of performance stock units at 150% of the target award for the 2023–2025 performance period. After these transactions, he directly held 3,890 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^*

Karge Douglas Samuel

(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 - President NA Water Treat

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		1,415	A	$0(1)	4,218(2)	D
Common Stock	02/13/2026		F		666(3)	D	$79.885	3,552	D
Common Stock	02/13/2026		A		338(4)	A	$79.885	3,890	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			1,415	(5)	(5)	Common Stock	1,415	$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. Mr. Karge is a participant in the A. O. Smith Dividend Reinvestment Plan ('Plan") and receives a quarterly dividend pursuant to the Plan. The total amount of dividends received was 54 shares of Common Stock.

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

4. 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.

5. 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 Douglas Samuel Karge	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did A. O. Smith (AOS) executive Douglas Karge report?

Douglas Karge reported equity compensation-related stock activity. He converted 1,415 restricted stock units into common shares, had 666 shares withheld to cover taxes, and acquired 338 common shares from performance stock unit vesting tied to the 2023–2025 performance period.

How many A. O. Smith (AOS) shares does Douglas Karge own after these transactions?

Douglas Karge directly owns 3,890 A. O. Smith common shares after the transactions. This balance reflects the RSU conversion, tax-withholding share reduction, and additional shares received from performance stock units that vested at 150% of the target award.

What was the nature of the 1,415-share transaction reported by A. O. Smith (AOS) insider Douglas Karge?

The 1,415-share transaction was a derivative conversion. Restricted stock units granted on February 13, 2023 became payable in common stock on February 13, 2026, settling into 1,415 A. O. Smith common shares at an exercise price of $0 per unit.

Why were 666 A. O. Smith (AOS) shares withheld in Douglas Karge’s Form 4 filing?

The 666 shares were withheld to satisfy tax obligations. A. O. Smith withheld 666 common shares at $79.885 per share to cover tax withholding requirements triggered by the vesting and settlement of restricted stock units into common stock.

What is the significance of the 338 A. O. Smith (AOS) shares granted to Douglas Karge?

The 338 shares came from performance stock units vesting above target. They represent vesting at 150% of the target award and conversion into common stock after meeting performance criteria for the 2023–2025 performance period.

How were Douglas Karge’s restricted stock units in A. O. Smith (AOS) originally granted and settled?

The restricted stock units were granted under an incentive plan and settled at vesting. Granted on February 13, 2023 under the A. O. Smith Combined Incentive Compensation Plan, they became payable in common stock on the vesting date of February 13, 2026.