SMITH A O CORP

For the period ended Apr 13, 2026. Filed Mar 4, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 13, 2026 · Filed Mar 4, 2026

AOS$64.55-3.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of The

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a party other than the Registrant

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Check the appropriate box:

Preliminary Proxy Statement

☐	Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

DEAR FELLOW A. O. SMITH STOCKHOLDER: We are pleased to invite you to our Annual Meeting of Stockholders, to be held on Monday, April 13, 2026, at 5:00 p.m. Eastern Daylight Time. This year’s Annual Meeting will be held at The Ritz-Carlton, Charlotte, 201 East Trade Street, Charlotte, North Carolina. The attached Notice of our 2026 Annual Meeting of Stockholders and Proxy Statement outlines the business we will address. You can also review our 2025 Annual Report, which incorporates our Form 10-K, for a detailed look at our financial performance. Following our memorable 150th celebration, 2025 ushered in a new purpose statement: To Find A Better Way. Today, we build on our legacy with an unwavering commitment to integrity and our core values. I want to thank our employees worldwide for continuing to live these values every day and for their dedication to driving strong performance and shaping our future. As we move into 2026 under the leadership of our recently elected Chief Executive Officer, Steve Shafer, we remain focused on our strategic priorities and continue to challenge ourselves to find a better way in every decision, every innovation and every interaction. Thank you for being a valued stockholder and for your ongoing support of A. O. Smith. We hope you will join us at the Annual Meeting. Whether or not you attend, your vote is important. Please sign and return your proxy or vote by telephone or online as soon as possible so your shares will be represented. Even if you submit a proxy, you can revoke it at any time before the meeting if you choose to attend and vote in person. Sincerely, Kevin J. Wheeler Executive Chairman

NOTICE OF 2026 ANNUAL MEETING

OF STOCKHOLDERS

The 2026 Annual Meeting of Stockholders of A. O. Smith Corporation will be held at The Ritz-Carlton, Charlotte, 201 East Trade Street, Charlotte, North Carolina, on Monday, April 13, 2026, at 5:00 p.m. Eastern Daylight Time (EDT) for the following purposes:

(1)	To elect our Board of Directors;

(2)	To approve, by advisory vote, the compensation of our named executive officers;

(3)	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

(4)	To consider and act upon such other business as may properly come before the Annual Meeting.

Stockholders of record as of February 17, 2026, are entitled to attend and vote at the Annual Meeting. The list of stockholders entitled to vote at the meeting will be available by appointment at our offices at 11270 West Park Place, Milwaukee, Wisconsin, as of April 3, 2026, for examination by stockholders.

All stockholders mustpre-register to attend the Annual Meeting of Stockholders of A. O. Smith Corporation. Topre-register, please contact us by email at jstern@aosmith.com or by telephone at 414-359-4000 and provide your name, address, telephone number and indicate that you plan to attend the Annual Meeting. We will respond to allpre-registration requests and will maintain a list of verified stockholders at the Annual Meeting. In addition to ownership confirmation, youmust also present a government-issued photo identification showing your name, address and signature for admission. Annual Meetingpre-registration requests must be received by the end of business on Friday, April 10, 2026.

By Order of the Board of Directors,

James F. Stern

Executive Vice President,

Corporate Development,

Strategy and Secretary

11270 West Park Place

Milwaukee, WI 53224

Meeting Information

Time: 5:00 p.m. (EDT)

Place: The Ritz-Carlton, Charlotte 201 East Trade Street Charlotte, North Carolina

Whether or not you plan to attend the meeting, we encourage you to vote your shares. You may vote your shares over the Internet, as we describe in the accompanying materials and the Important Notice Regarding the Availability of Proxy Materials. As an alternative, if you received a paper copy of the Proxy Card by mail, you may sign, date and mail the Proxy Card in the envelope provided or use the toll-free telephone number on the Proxy Card. No postage is necessary if mailed in the United States. Voting over the Internet, voting via the toll-free telephone number or mailing a Proxy Card will not limit your right to attend and vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON APRIL 13, 2026:

The Notice of 2026 Annual Meeting of Stockholders, this Proxy Statement and our 2025 Annual Report are also available atwww.proxydocs.com/aos.

PROXY STATEMENT FOR 2026 ANNUAL MEETING

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.