A. O. Smith (AOS) Executive Chairman reports RSU conversion and tax share withholding

Rhea-AI Filing Summary

A. O. Smith Corporation’s Executive Chairman Kevin J. Wheeler reported several equity compensation-related transactions in company stock on 02/13/2026. Wheeler acquired 36,045 shares of Common Stock through the settlement of restricted stock units, with each unit converting into one share at an exercise price of $0.

On the same date, 16,942 shares of Common Stock were disposed of to A. O. Smith at $79.885 per share to cover tax withholding obligations tied to the vesting of these restricted stock units. Wheeler also acquired an additional 8,598 shares of Common Stock at $79.885 per share, reflecting the vesting of performance stock units at 150% of the target award for the 2023–2025 performance period. After these transactions, Wheeler directly owned 128,348 shares of A. O. Smith Common Stock.

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^*

Wheeler Kevin J.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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		36,045(1)	A	$0	136,692	D
Common Stock	02/13/2026		F		16,942(2)	D	$79.885	119,750	D
Common Stock	02/13/2026		A		8,598(3)	A	$79.885	128,348	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			36,045	(4)	(4)	Common Stock	36,045	$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 Kevin J. Wheeler	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did AOS Executive Chairman Kevin J. Wheeler report?

Kevin J. Wheeler reported equity compensation transactions, converting restricted stock units into 36,045 A. O. Smith shares. He also had shares withheld for taxes and received additional shares from performance stock units vesting tied to the 2023–2025 performance period.

How many AOS shares did Kevin J. Wheeler acquire through restricted stock units?

Wheeler acquired 36,045 A. O. Smith Common shares via settlement of restricted stock units at an exercise price of $0. Each unit converted into one share of stock on its scheduled 02/13/2026 vesting date under the company’s incentive compensation plan.

Why were some AOS shares disposed of in Kevin J. Wheeler’s Form 4 filing?

The filing shows 16,942 A. O. Smith shares were disposed of at $79.885 per share to satisfy tax withholding obligations. These taxes related to the vesting of restricted stock units that settled into Common Stock on 02/13/2026 for Wheeler.

What performance-based AOS stock awards vested for Kevin J. Wheeler?

Wheeler received 8,598 A. O. Smith Common shares at $79.885 per share from performance stock units. These units vested at 150% of the target award after performance criteria were achieved for the 2023–2025 performance period, then converted into shares.

How many AOS shares does Kevin J. Wheeler own after these transactions?

After the reported transactions, Wheeler directly owned 128,348 A. O. Smith Common shares. This balance reflects the RSU conversion, the tax-withholding share disposition, and the additional shares received from vested performance stock units on 02/13/2026.

What was the tax withholding price used in Kevin J. Wheeler’s AOS share disposition?

The tax-withholding disposition used a price of $79.885 per A. O. Smith share. At that price, 16,942 shares were withheld by the company to cover Wheeler’s tax obligations arising from the vesting and settlement of restricted stock units into Common Stock.