Wheeler Kevin J. 4

What Happened

• Kevin J. Wheeler, Executive Chairman and Director of A. O. Smith Corporation, had equity awards vest on 2026-02-13 that converted into company common stock. The filing shows conversion/exercise of 36,045 performance-based units (no cash exercise price) and the settlement of 8,598 restricted stock units, for a gross issuance of 44,643 shares.
• Of those, 16,942 shares were withheld by the company to satisfy tax withholding obligations (disposed) at a reported price of $79.89 per share (withheld value ≈ $1,353,412). The 8,598 RSU shares retained by Wheeler are valued at $79.89 each (≈ $686,851). The derivative conversions are reported at a $0 exercise price because these were award vestings, not option purchases.

Key Details

• Transaction date: 2026-02-13; Form 4 filed 2026-02-17 (appears timely within the two-business-day rule).
• Reported share prices used for withholding/valuation: $79.89 per share.
• Shares: 36,045 shares from performance units (M, converted), 8,598 RSU shares granted/settled (A, acquired), 16,942 shares withheld to cover taxes (F, disposed).
• Notable footnotes:
  • PSUs vested at 150% of target for the 2023–2025 performance period (converted to shares).
  • RSUs were granted 02/13/2023 and became payable on the vesting date 02/13/2026.
  • Shares withheld by A. O. Smith to satisfy tax withholding on vesting.
• Shares owned after the transaction: not reported in this filing.

Context

• This was not a market purchase or sale for investment purposes but the scheduled vesting/settlement of equity awards (performance stock units and restricted stock units). The reported $0 exercise price on the derivative entries reflects conversion/settlement of awards rather than an options purchase requiring cash.
• Tax withholding via share retention is routine for vested awards and reduces the net new shares received by the insider; it is not a discretionary open-market sale indicating sentiment.