Karge Douglas Samuel 4

4 · SMITH A O CORP · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

A. O. Smith (AOS) SVP Douglas Karge Receives Vested Shares

What Happened

Douglas Samuel Karge, SVP and President, North America Water Treatment at A. O. Smith (AOS), received vested equity awards on 2026-02-13. The filing shows a conversion/exercise of 1,415 derivative units (reported as "M" at $0.00), settlement/award of 338 restricted stock units (RSUs) valued at $79.89 each (total $27,001), and 54 shares received via dividend reinvestment.
To cover tax withholding on the vesting, 666 shares were surrendered/disposed at $79.89 each for a value of $53,203. The filing also notes the vesting of performance stock units (PSUs) at 150% of target for the 2023–2025 performance period, which converted to shares.

Key Details

Transaction date(s): 2026-02-13; Filing date: 2026-02-17 (Form 4 filed after the transactions).
Reported entries:
- M: 1,415 shares acquired via exercise/conversion at $0.00 (derivative conversion).
- A: 338 RSU shares acquired @ $79.89 each = $27,001.
- F: 666 shares disposed/withheld for tax @ $79.89 each = $53,203.
- Dividend reinvestment: 54 shares received (per footnote).
Notable footnotes:
- RSUs settled on their scheduled vesting date (F1, F5).
- PSUs vested at 150% of target and converted to common stock upon meeting performance criteria (F4).
- Shares were withheld by the company to satisfy tax withholding on vesting (F3).
- Dividend reinvestment plan provided 54 additional shares (F2).
Shares owned after the transactions: not specified in the excerpt of the filing.

Context

This activity is compensation-related (vested PSUs/RSUs and dividend reinvestment), not an open-market purchase or a voluntary sale. The tax payment was handled by share withholding (a common, non-market-sale mechanism).
The filing shows both conversion/exercise entries and a corresponding disposition entry for the derivative units—this typically reflects internal conversion/settlement mechanics rather than an open-market sale.

Form 4

Period: 2026-02-13

SVP - President NA Water Treat

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-13+1,415→ 4,218 total
Tax Payment
Common Stock
[F3]
2026-02-13$79.89/sh−666$53,203→ 3,552 total
Award
Common Stock
[F4]
2026-02-13$79.89/sh+338$27,001→ 3,890 total
Exercise/Conversion
Restricted Stock Units
[F1][F5]
2026-02-13−1,415→ 0 total
Exercise: $0.00→ Common Stock (1,415 underlying)

Footnotes (5)

[F1]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.
[F2]Mr. Karge 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 54 shares of Common Stock.
[F3]Shares withheld by A. O. Smith Corporation to satisfy tax withholding requirements on vesting of restricted stock units.
[F4]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.
[F5]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.

Signature

James F. Stern, Attorney-in-Fact for Douglas Samuel Karge|2026-02-17

1 file