A. O. Smith (NYSE: AOS) VP converts 1,460 RSUs, withholds 545 shares for tax

Rhea-AI Filing Summary

A. O. Smith Corporation executive Benjamin A. Otchere reported equity compensation activity. On 02/13/2026 he converted 1,460 restricted stock units into the same number of shares of Common Stock at an exercise price of $0 as they vested under the company’s incentive plan.

To cover tax withholding on this vesting, 545 Common Shares were withheld at $79.885 per share, characterized as a tax-withholding disposition. After these transactions, he directly owned 2,148 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^*

Otchere Benjamin A

(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)
	Vice President and Controller

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		1,460(1)	A	$0	2,693(2)	D
Common Stock	02/13/2026		F		545(3)	D	$79.885	2,148	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			1,460	(4)	(4)	Common Stock	1,460	$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. Mr. Otchere 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 26 shares of Common Stock.

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

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 Benjamin A. Otchere	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did A. O. Smith (AOS) report for Benjamin A. Otchere?

The company reported equity compensation activity for Benjamin A. Otchere. He converted 1,460 restricted stock units into Common Stock as they vested and had 545 shares withheld to satisfy tax obligations, leaving him with 2,148 Common Shares directly owned.

How many A. O. Smith (AOS) shares did Benjamin A. Otchere receive from vested restricted stock units?

He received 1,460 shares of A. O. Smith Common Stock from the vesting of 1,460 restricted stock units. Each restricted stock unit settled into one share of Common Stock on the scheduled vesting date of February 13, 2026 under the incentive compensation plan.

What does the tax-withholding transaction in the A. O. Smith (AOS) Form 4 represent?

The tax-withholding transaction reflects 545 A. O. Smith Common Shares withheld at $79.885 per share. These shares were withheld by the company to satisfy Mr. Otchere’s tax obligations arising from the vesting and settlement of his restricted stock units into Common Stock.

How many A. O. Smith (AOS) shares does Benjamin A. Otchere own after the reported Form 4 transactions?

After the reported transactions, Benjamin A. Otchere directly owns 2,148 shares of A. O. Smith Common Stock. This balance reflects the 1,460 shares received from vested restricted stock units, net of 545 shares withheld for tax purposes on the same vesting date.

What role does Benjamin A. Otchere hold at A. O. Smith (AOS) in this Form 4?

In the Form 4, Benjamin A. Otchere is identified as an officer of A. O. Smith Corporation, serving as Vice President and Controller. The reported transactions involve his directly held equity awards and Common Stock under the company’s compensation and dividend-related plans.

Were the restricted stock units in A. O. Smith (AOS) granted earlier, and when did they vest?

Yes. The restricted stock units were granted on February 13, 2023 under the A. O. Smith Combined Incentive Compensation Plan. They became payable in Common Stock on their vesting date of February 13, 2026, when they were settled into 1,460 Common Shares.