O'Brien Stephen D. 4

What Happened
Stephen D. O'Brien, Senior Vice President and President & General Manager, North America Water Heating (A. O. Smith), had equity awards settle on 2026-02-13. A total of 3,696 shares were issued to him (2,905 shares from conversion/exercise of performance units and 791 shares from restricted stock units). To satisfy tax withholding on the vesting, 1,144 shares were withheld by the company. No cash changed hands for the awards (reported price $0.00).

Key Details

• Transaction date: 2026-02-13; filing date: 2026-02-17 (appears timely).
• Reported entries: 2,905 shares converted from derivative instruments (performance stock units), 791 shares granted/settled (RSUs), and 1,144 shares withheld for taxes. All entries show $0.00 per share (award/settlement, not open-market purchase).
• Dividend reinvestment: Mr. O'Brien also received 59 shares via the company’s Dividend Reinvestment Plan (per footnote).
• Shares owned after the transaction: not specified in this Form 4.
• Relevant footnotes: RSUs settled on scheduled vesting date (F1, F5); PSUs vested at 100% of target for the 2023–2025 period (F4); shares withheld to satisfy tax withholding (F3); dividend reinvestment noted (F2).

Context
This filing reports settlement/vesting of compensation awards (not an open-market buy or sell). The "exercise/conversion of derivative" entries reflect converting performance stock units into common shares, and the award entries reflect RSUs becoming payable in shares. Withholding of shares to cover taxes is a routine administrative step and does not necessarily indicate a market view.