A Dark Vector Cognition product

Cover and table of contents

11K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-475

A. O. Smith Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

11270 West Park Place, Milwaukee, Wisconsin

(Address of Principal Executive Office)

39-0619790

(I.R.S. Employer Identification No.)

53224

(Zip Code)

(414) 359-4000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Shares of Stock Outstanding January 31, 2026Name of Each Exchange on Which Registered
Class A Common Stock (par value $5.00 per share)None25,863,159Not listed
Common Stock (par value $1.00 per share)AOS112,426,758New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ¨ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ¨ No.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Emerging growth company☐
Non-accelerated filer☐Smaller reporting company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by a check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) ☐ Yes ☒ No

The aggregate market value of voting stock held by non-affiliates of the registrant was $51,976,522 for Class A Common Stock and $7,422,052,617 for Common Stock as of June 30, 2025.

DOCUMENTS INCORPORATED BY REFERENCE

1.Portions of the company’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission under Regulation 14A within 120 days after the end of the registrant’s fiscal year and, upon such filing, to be incorporated by reference in Part III).

A. O. Smith Corporation

Index to Form 10-K

Year Ended December 31, 2025

Page
Part I
Item 1.Business3
Item 1A.Risk Factors7
Item 1B.Unresolved Staff Comments12
Item 1C.Cybersecurity13
Item 2.Properties14
Item 3.Legal Proceedings14
Item 4.Mine Safety Disclosures14
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities18
Item 6.Selected Financial Data19
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 7A.Quantitative and Qualitative Disclosures About Market Risk28
Item 8.Financial Statements and Supplementary Data29
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure56
Item 9A.Controls and Procedures56
Item 9B.Other Information56
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections56
Part III
Item 10.Directors, Executive Officers and Corporate Governance58
Item 11.Executive Compensation58
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters59
Item 13.Certain Relationships and Related Transactions and Director Independence59
Item 14.Principal Accounting Fees and Services59
Part IV
Item 15.Exhibits, Financial Statement Schedules60

Table of Contents

PART 1

Next: Item 1. BUSINESS