Otchere Benjamin A 4

What Happened

• Benjamin A. Otchere, Vice President & Controller of A. O. Smith Corporation, had 1,460 restricted stock units (RSUs) settle into common shares on 2026-02-13. The RSUs converted at $0 exercise price (code M) and were payable in common stock on the vesting date.
• To satisfy tax withholding, 545 of those shares were withheld (code F) at an indicated value of $79.89 per share, totaling $43,537. The transaction is effectively an RSU vesting/settlement with partial withholding rather than an open-market sale or purchase.

Key Details

• Transaction date: 2026-02-13; Form 4 filed: 2026-02-17 (filed within required reporting window).
• RSUs settled: 1,460 shares (exercise/conversion, code M); Shares withheld for taxes: 545 shares at $79.89 = $43,537 (code F).
• Dividend reinvestment: filing notes 26 shares received via A. O. Smith’s Dividend Reinvestment Plan (per footnote).
• Grant and vesting: RSUs were granted 02/13/2023 and vested/paid on 02/13/2026 under the A. O. Smith Combined Incentive Compensation Plan (exempt under Rule 16b‑3).
• Shares owned after the transaction: not specified in the provided filing details.

Context

• This was a routine award settlement (RSU vesting) rather than a market purchase or a discretionary sale; withholding of shares to cover taxes is common practice and does not necessarily indicate a change in insider sentiment.
• For retail investors: RSU vesting increases the insider’s shareholding (net of withheld shares), but because no open-market buy or sell occurred, this is less informative about the insider’s market view than a voluntary purchase or sale.