A. O. Smith (NYSE: AOS) CFO settles RSUs and performance stock units

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

A. O. Smith EVP & CFO Charles T. Lauber reported equity award activity on 02/13/2026. He converted 9,460 restricted stock units into shares of common stock at an exercise price of $0, reflecting scheduled vesting.

To cover tax withholding on this vesting, 4,447 shares of common stock were withheld at $79.885 per share. He also acquired 2,254 shares of common stock from performance stock units that vested at 150% of the target award for the 2023–2025 performance period, bringing his directly owned common stock to 47,119 shares after the reported transactions.

Insider Trade Summary

9,460 shares exercised/converted

Mixed 4 txns

Insider Lauber Charles T

Role EVP & CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	9,460	$0.00	--
Exercise	Common Stock	9,460	$0.00	--
Tax Withholding	Common Stock	4,447	$79.885	$355K
Grant/Award	Common Stock	2,254	$79.885	$180K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 49,312 shares (Direct)

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

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 02:10 PM

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
Estimated average burden
hours per response:			0.5

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^*

Lauber Charles T

(Last)

(First)

(Middle)

A. O. SMITH CORPORATION

11270 WEST PARK PLACE

(Street)

MILWAUKEE

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)
	EVP & CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2026		M		9,460⁽¹⁾	A	$0	49,312	D
Common Stock	02/13/2026		F		4,447⁽²⁾	D	$79.885	44,865	D
Common Stock	02/13/2026		A		2,254⁽³⁾	A	$79.885	47,119	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0⁽¹⁾	02/13/2026		M			9,460	⁽⁴⁾	⁽⁴⁾	Common Stock	9,460	$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 Charles T. Lauber	02/17/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did AOS EVP & CFO Charles Lauber report on February 13, 2026?

Charles T. Lauber reported settling 9,460 restricted stock units into A. O. Smith common stock. He also had 4,447 shares withheld to cover taxes and acquired 2,254 shares from performance stock units vesting at 150% of target for the 2023–2025 period.

How many A. O. Smith (AOS) shares does the CFO own after these Form 4 transactions?

After the reported transactions, EVP & CFO Charles T. Lauber directly owns 47,119 shares of A. O. Smith common stock. This figure reflects RSU settlement, tax withholding share reductions, and additional shares from performance stock units vesting at 150% of the target award.

What does the 9,460 restricted stock unit conversion mean for AOS CFO ownership?

The 9,460 restricted stock units converted into common stock at an exercise price of $0, reflecting scheduled vesting. Each unit became one share of A. O. Smith common stock, increasing Charles T. Lauber’s direct shareholdings before tax withholding and subsequent performance stock unit-related share issuance.

Why were 4,447 A. O. Smith (AOS) shares withheld in the CFO’s Form 4 filing?

A. O. Smith withheld 4,447 shares of common stock from Charles T. Lauber at $79.885 per share to satisfy tax withholding requirements. This withholding is tied to the vesting and settlement of restricted stock units, rather than an open-market sale of shares by the executive.

What are the performance stock units mentioned in the AOS CFO’s Form 4?

The filing notes 2,254 shares issued from performance stock units that vested at 150% of the target award. These units covered the 2023–2025 performance period and converted into A. O. Smith common stock after achievement of the specified performance criteria under the company’s plan.

Were the AOS CFO’s February 2026 transactions open-market stock purchases or sales?

The transactions were mainly award-related, not open-market trades. They include conversion of 9,460 restricted stock units at $0, tax-withholding disposition of 4,447 shares at $79.885, and acquisition of 2,254 shares from vested performance stock units tied to A. O. Smith’s incentive compensation plan.