A. O. Smith (NYSE: AOS) SVP reports RSU vesting and share withholding

Rhea-AI Filing Summary

A. O. Smith executive Stephen D. O'Brien reported equity award vesting and related share movements. On 02/13/2026 he converted 2,905 restricted stock units into 2,905 shares of Common Stock at an exercise price of $0 per share. To cover tax withholding on this vesting, 1,144 shares were disposed of through share withholding, with no cash proceeds reported. He also acquired 791 additional shares of Common Stock in a grant or award transaction, bringing his directly held stake to 6,510 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^*

O'Brien Stephen D.

(Last) (First) (Middle)

A. O. SMITH CORPORATION

500 TENNESSEE WALTZ PARKWAY

(Street)

ASHLAND CITY TN 37015

(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; Pres & General Mngr NAWH

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		2,905(1)	A	$0	6,863(2)	D
Common Stock	02/13/2026		F		1,144(3)	D	$0	5,719	D
Common Stock	02/13/2026		A		791(4)	A	$0	6,510	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			2,905	(5)	(5)	Common Stock	2,905	$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. O'Brien 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 59 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 [100%] 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 Stephen D. O'Brien	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 activity did A. O. Smith (AOS) report for Stephen D. O'Brien?

A. O. Smith reported that executive Stephen D. O'Brien had restricted stock units vest and convert into 2,905 Common Stock shares. He also had tax-related share withholding and received an additional 791-share award, leaving him with 6,510 directly owned shares after these transactions.

How many A. O. Smith (AOS) shares came from Stephen D. O'Brien’s restricted stock unit vesting?

Stephen D. O'Brien’s vesting converted 2,905 restricted stock units into 2,905 A. O. Smith Common Stock shares. Each unit settled into one share upon the scheduled vesting date, as part of his equity compensation under the company’s incentive plans and prior grant terms.

Why were some A. O. Smith (AOS) shares disposed of in Stephen D. O'Brien’s Form 4?

The Form 4 shows 1,144 A. O. Smith shares disposed of to satisfy tax withholding obligations on the restricted stock unit vesting. The company withheld these shares instead of cash payment, a common method to cover income tax on equity compensation.

How many A. O. Smith (AOS) shares does Stephen D. O'Brien own after the reported transactions?

Following the reported transactions, Stephen D. O'Brien directly owns 6,510 A. O. Smith Common Stock shares. This figure reflects the RSU conversion, the tax-withholding share disposition, and an additional 791-share award acquisition reported for the same transaction date.

What additional A. O. Smith (AOS) share award did Stephen D. O'Brien receive?

Beyond the RSU conversion, Stephen D. O'Brien acquired an additional 791 A. O. Smith Common Stock shares in an award transaction. The filing notes this as a grant, award, or other acquisition, tied to performance stock units vesting at 100% of the target award.

How were Stephen D. O'Brien’s A. O. Smith (AOS) restricted stock units originally granted?

The restricted stock units were granted on February 13, 2023 under the A. O. Smith Combined Incentive Compensation Plan. They were exempt under Rule 16b-3 and became payable in Common Stock on the vesting date of February 13, 2026 according to the grant terms.