UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————————————

FORM 8-K

——————————————

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 125, ~~2025~~2026

——————————————

A. O. Smith Corporation

(Exact name of registrant as specified in its charter)

——————————————

Delaware

1-475

39-0619790

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

11270 West Park Place, Milwaukee, Wisconsin 53224

(Address of principal executive offices, including zip code)

(414) 359-4000

(Registrant’s telephone number)

——————————————

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13-e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock (par value $1.00 per share)

AOS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.0103. ~~Other~~ Creation ~~Events~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On ~~November 12~~January 5, ~~2025~~2026, A. O. Smith Corporation ("the “Company"”) ~~issued~~entered into a ~~news~~Credit ~~release~~Agreement ~~announcing~~(the it“Credit ~~had~~Agreement”) ~~signed~~among athe ~~definitive~~Company, ~~agreement~~the tovarious ~~acquire~~lenders ~~LVC~~party ~~Holdco~~thereto, ~~LLC~~and ~~(“Leonard~~Bank ~~Valve”)~~of atAmerica, aN.A., ~~purchase~~as ~~price~~administrative ofagent ~~$470~~(the ~~million,~~“Agent”). The ~~subject~~Credit toAgreement ~~satisfaction~~provided offor ~~customary~~an ~~closing~~unsecured ~~conditions~~term ~~and~~loan ~~receipt~~in ofthe ~~regulatory~~amount ~~approvals.~~of ~~Leonard~~$470 ~~Valve,~~million ~~together~~that ~~with~~matures ~~its~~on ~~Heat-Timer~~January ~~brand~~5, is2029. aThe ~~leading~~Company ~~designer~~borrowed ~~and~~the ~~manufacturer~~full ofavailable ~~thermostatic~~amount ~~and~~under ~~digital~~the ~~mixing~~Credit ~~valves~~Agreement ~~and~~on ~~temperature~~January ~~control~~5, ~~solutions~~2026 and used inthe ~~commercial~~proceeds ~~and~~to ~~institutional~~finance ~~applications.~~the Apurchase ~~copy~~price offor the Company'’s ~~news~~acquisition ~~release~~of isLVC ~~attached~~Holdco asLLC ~~Exhibit~~(“Leonard ~~99.1~~Valve”) toand ~~this~~associated ~~Current~~fees ~~Report~~and expenses on ~~Form~~January ~~8-K~~6, ~~and~~2026. The isterm ~~incorporated~~loan bycan ~~reference~~be ~~herein~~prepaid in whole or in part without penalty.

InThe ~~addition~~term loan under the Credit Agreement bears interest at a variable rate per annum equal to, at the Company’s ~~posted~~election: (i) ~~slides~~Term ~~describing~~SOFR (the ~~transaction~~forward-looking secured overnight financing rate) plus an applicable margin ranging from 0.875% to 1.375%; or (ii) the ~~Investors~~Base ~~section~~Rate (which is the highest of ~~its~~(x) ~~website~~the Agent’s prime rate, (y) the federal funds rate plus 0.50% ~~The~~or ~~slides~~(z) ~~are~~the ~~attached~~sum toof ~~this~~1.00% ~~Form~~plus 8one-Kmonth asTerm ~~Exhibit~~SOFR) 99plus an applicable margin ranging from 0% to 0.2375%. The applicable margin in each case varies depending on the Company’s leverage ratio.

The Credit Agreement contains various customary restrictions and covenants, including a requirement that the Company maintain a leverage ratio and an interest coverage ratio at certain levels (as detailed below); restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, and incur additional subsidiary indebtedness; and a restriction on the disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole.

The Credit Agreement requires the Company to maintain: (i) a maximum leverage ratio (defined as the ratio of the Company’s consolidated funded net debt to the sum of the Company’s consolidated funded net debt plus consolidated net worth) as of the last day of any fiscal quarter of 0.60, subject to the Company’s right to temporarily increase the maximum leverage ratio to up to 0.65 in connection with certain material acquisitions; and (ii) a minimum interest coverage ratio (defined as, with certain adjustments, the ratio of the Company’s consolidated net income before interest, taxes, depreciation, amortization and certain other items to the Company’s consolidated cash interest charges) as of the last day of any fiscal quarter of 3.00 to 1.00.

The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the lenders may declare any outstanding obligations under the Credit Agreement to be immediately due and payable. In addition, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the bankruptcy code, all outstanding obligations under the Credit Agreement shall automatically become immediately due and payable. Loans outstanding under the Credit Agreement will bear interest at a rate of 2.0% per annum in excess of the otherwise applicable rate during the continuance of certain payment or insolvency related events of default and, at the request of the required lenders, during the continuance of any other event of default.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, filed herewith as Exhibit 4.1 and incorporated herein by reference.

Item 8.01. Other Events.

On November 12, 2025, the Company disclosed that it had signed a definitive agreement to acquire Leonard Valve. Leonard Valve, together with its Heat-Timer brand, is a leading designer and manufacturer of thermostatic and digital mixing valves and temperature control solutions used in commercial and institutional applications. On January 6, 2026, the Company consummated the acquisition of Leonard Valve. A copy of the Company's news release relating to the consummation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

The following exhibit is being filed herewith:

~~(99~~4.1) ~~News~~Credit ~~Release~~Agreement dated as of January 5, 2026, among A. O. Smith Corporation, ~~dated~~the ~~November~~various 12lenders party thereto, ~~2025~~and Bank of America, N.A., as administrative agents.

(99.21) ~~Supplemental~~News ~~Slides~~Release of A. O. Smith Corporation, dated ~~November~~January 126, ~~2025~~2026

104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

A. O. SMITH CORPORATION

Date: November 12, 2025

By:

/s/James F. Stern

Date: January 6, 2026

By:

/s/James F. Stern

James F. Stern

Executive Vice President, Corporate Development, Strategy and Secretary

Filing Compare · SMITH A O CORP