Kulkarni Parag 4

What Happened

• Parag Kulkarni, SVP – International and President, India for A. O. Smith (AOS), had 1,115 restricted stock units (RSUs) settle on 02/13/2026. The Form 4 records this as an exercise/conversion of a derivative (code M). The filing shows $0 proceeds because the cash payment for these vested RSUs was deferred by Mr. Kulkarni.

Key Details

• Transaction date: 2026-02-13 (filed on 2026-02-17).
• Transaction type/code: Exercise/conversion of derivative (M) — settlement of RSUs.
• Shares/units involved: 1,115 RSUs settled; reported price $0.00 and $0 proceeds due to deferral.
• Holdings after transaction: 3,360 RSUs unvested; 4,245 RSUs vested and deferred (per footnotes).
• Grant/vesting info: These RSUs were granted 02/13/2023 under the A. O. Smith Combined Incentive Compensation Plan and became payable in cash on 02/13/2026; payment was deferred by the insider.
• Filing timeliness: Form filed 02/17/2026; no late filing flag indicated.

Context

• This was a routine compensation settlement of RSUs (an award conversion), not an open-market buy or sell. Because the cash payment was deferred, no proceeds were received at settlement — this is an administrative/compensation event rather than a market trade. Such vesting and deferral actions are commonly exempt under Rule 16b-3 and do not, by themselves, indicate insider buying or selling sentiment.