A. O. Smith (AOS) EVP Stern logs RSU conversion, tax withholding, PSU award

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

A. O. Smith executive James F. Stern reported equity compensation activity involving company stock. On February 13, 2026, he converted 6,850 restricted stock units into the same number of common shares at an exercise price of $0, reflecting scheduled vesting.

To cover tax obligations on this vesting, 3,220 common shares were withheld by A. O. Smith at a price of $79.885 per share. Stern also acquired 1,633 additional common shares as a share-based award tied to performance stock units for the 2023–2025 period. After these transactions, he directly owned 101,547 common shares of A. O. Smith.

Insider Trade Summary

6,850 shares exercised/converted

Mixed 4 txns

Insider STERN JAMES F

Role Exec VP, Corp Dev, Strat & Sec

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,850	$0.00	--
Exercise	Common Stock	6,850	$0.00	--
Tax Withholding	Common Stock	3,220	$79.885	$257K
Grant/Award	Common Stock	1,633	$79.885	$130K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 103,134 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 become payable in Common Stock on the vesting date of 02/13/2026.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 02:29 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^*

STERN JAMES F

(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)
	Exec VP, Corp Dev, Strat & Sec

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		6,850⁽¹⁾	A	$0	103,134	D
Common Stock	02/13/2026		F		3,220⁽²⁾	D	$79.885	99,914	D
Common Stock	02/13/2026		A		1,633⁽³⁾	A	$79.885	101,547	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	⁽¹⁾	02/13/2026		M			6,850	⁽⁴⁾	⁽⁴⁾	Commn Stock	6,850	$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 become payable in Common Stock on the vesting date of 02/13/2026.

Remarks:

	Wendy L. Grant, Attorney-in-Fact for James F. Stern	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 activity did A. O. Smith (AOS) report for James F. Stern?

A. O. Smith Executive Vice President James F. Stern reported routine equity compensation activity. He converted vested restricted stock units into common shares, had some shares withheld to cover taxes, and received additional shares from performance-based stock units for the 2023–2025 performance period.

How many A. O. Smith (AOS) shares did James F. Stern acquire through RSU conversion?

James F. Stern acquired 6,850 A. O. Smith common shares through the conversion of restricted stock units. Each unit converted into one share on its scheduled vesting date at an exercise price of $0, consistent with the company’s incentive compensation plan terms.

Why were some A. O. Smith (AOS) shares withheld in James F. Stern’s Form 4?

A. O. Smith withheld 3,220 common shares from James F. Stern to satisfy tax withholding requirements. These shares related to the vesting of restricted stock units and were valued at $79.885 per share for the tax-withholding transaction reported in the filing.

What performance award did James F. Stern receive from A. O. Smith (AOS)?

James F. Stern received 1,633 A. O. Smith common shares from performance stock units. The filing states 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 A. O. Smith (AOS) shares does James F. Stern own after these transactions?

Following the reported transactions, James F. Stern directly owned 101,547 A. O. Smith common shares. This figure reflects the conversion of restricted stock units, tax-related share withholding, and the additional performance-based stock award reported on February 13, 2026.

Were James F. Stern’s A. O. Smith (AOS) transactions open-market buys or sells?

The reported activity did not involve open-market buys or sells. It consisted of equity compensation events: conversion of restricted stock units, shares withheld for taxes, and an additional grant from performance stock units under A. O. Smith’s incentive compensation plan.