STERN JAMES F 4

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

AI-generated summary of this filing

Updated Feb 17, 2026

A. O. Smith (AOS) Exec VP James Stern Receives Award; Shares Withheld

What Happened

James F. Stern, Executive Vice President (Corp Dev, Strategy & Sec), had restricted and performance equity settle/vest on 2026-02-13. The filing shows conversion/exercise of 6,850 performance-derived units and vesting of 1,633 restricted stock units, for a total of 8,483 shares issued. Company withholding of 3,220 shares satisfied tax obligations (disposed) and 1,633 shares were recorded as the RSU award (valued at $130,452). The withheld shares were valued at $257,230. Net shares retained by Stern after withholding were about 5,263. These were vesting/settlement transactions (not open-market purchases or sales).

Key Details

Transaction date: 2026-02-13; reported on Form 4 filed 2026-02-17 (timely by SEC business-day rules).
Prices shown: $79.89 per share used to value the withholding and RSU award.
Shares: 6,850 shares from performance-unit conversion; 1,633 RSUs vested; 3,220 shares withheld for taxes; net ≈5,263 shares added.
Dollar amounts: tax withholding reported as $257,230; the 1,633-share award reported as $130,452. Total vested value ≈ $677,707 (8,483 × $79.89).
Footnotes: RSUs were granted 02/13/2023 and became payable on vesting date 02/13/2026 (exempt under Rule 16b-3). Performance units vested at 150% of target for the 2023–2025 period. Withholding was done by the company to satisfy tax liabilities.
Shares owned after the transaction: not specified in the provided excerpt of the filing.

Context

These transactions reflect equity compensation vesting/settlement (including performance-based units), not an open-market buy or sale; the "disposed" shares are company withholding to cover taxes, a routine administrative step. Derivative entries indicate conversion/exercise of performance units into common shares rather than a cash option purchase or market sale.

Form 4

Period: 2026-02-13

Exec VP, Corp Dev, Strat & Sec

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-13+6,850→ 103,134 total
Tax Payment
Common Stock
[F2]
2026-02-13$79.89/sh−3,220$257,230→ 99,914 total
Award
Common Stock
[F3]
2026-02-13$79.89/sh+1,633$130,452→ 101,547 total
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-02-13−6,850→ 0 total
→ Commn Stock (6,850 underlying)

Footnotes (4)

[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]Shares withheld by A. O. Smith Corporation to satisfy tax withholding requirements on vesting of restricted stock units.
[F3]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.
[F4]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 become payable in Common Stock on the vesting date of 02/13/2026.

Signature

Wendy L. Grant, Attorney-in-Fact for James F. Stern|2026-02-17

1 file