A. O. Smith (AOS) 10-K risk factor changes: FY2025 vs FY2024

In addition, an increase in price levels generally or in particular industries, could result in a consumer shift away from the products we offer, including [removed: trading down] [added: electing] to [added: purchase] lower priced models, which could adversely affect our revenues and, at the same time, increase our costs.

[removed: And,] [added: In addition,] we may be unable to find a domestic supplier to provide the necessary raw materials on an economical basis in the amounts we require.

Also, the current U.S. administration has [removed: expressed a desire to impose substantial] [added: imposed] new [added: tariffs and raised the possibility of imposing additional new] or increased tariffs.

Any widespread imposition of [added: additional] new or increased tariffs could increase the cost of and reduce the demand for our products and any cost increases will [removed: either] require us to increase prices, foreclose our sales into impacted markets or negatively impact our profit margins.

We maintain insurance coverage and have taken steps to mitigate [removed: these] physical risks related to natural disasters and extreme weather conditions.

Although we have taken steps to [added: mitigate]

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[removed: mitigate] the risk of flooding, there is still the potential for natural disasters and extreme weather conditions to disrupt the productivity of our facilities.

In recent years, we have also experienced inflation-related increases in our transportation and [removed: other] [added: input] costs.

In addition tariffs could potentially increase volatility in [added: prices of] steel and other input materials.

■*Because approximately [removed: 21] [added: 18] percent of our sales in [removed: 2024] [added: 2025] were attributable to China, adverse economic conditions or changes in consumer behavior in China could impact our business*

Our third-party sales in China decreased [removed: six] [added: twelve] percent in local currency in [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

Changes in consumer preferences and purchasing behaviors including preferences for e-commerce and manufacturer emphasis on brand ecosystems and connectivity, weakening [removed: consumer confidence and sentiment, as well as economic uncertainty, sociopolitical and demographic risks, availability of]

[added: consumer confidence and sentiment, as well as economic uncertainty, sociopolitical and demographic risks, availability of] government incentives, and increased competition from Chinese-based companies may prompt Chinese consumers to postpone purchases, choose lower-priced products or different alternatives, or lengthen the cycle of replacement purchases.

Approximately [removed: 32] [added: 31] percent of our sales in [removed: 2024] [added: 2025] were attributable to products sold outside of the U.S., primarily in China and Canada, and to a lesser extent in [removed: Europe] [added: India] and [removed: India.][added: Europe.]

Approximately [removed: 5,000] [added: 4,200] of our [removed: 12,700] [added: 11,500] employees as of December 31, [removed: 2024] [added: 2025] were located in China.

At December 31, [removed: 2024,] [added: 2025,] approximately [removed: $206] [added: $140] million of cash and marketable securities were held by our foreign subsidiaries, substantially all of which were located in China.

Sales to our five largest customers represented approximately [removed: 42] [added: 41] percent of our sales in [removed: 2024.][added: 2025.]

*■A portion of our business could be adversely affected by a [added: further] decline in North American new residential or commercial construction or a decline in replacement-related volume of water heaters and boilers, including a decline in demand for commercial spaces*

Residential new construction activity in North America [added: declined in 2025] and industry-wide replacement-related volume of water heaters [removed: were] [added: was] flat [removed: in 2024 after growth in 2023.][added: compared to 2024.]

New residential housing starts in the U.S. are projected to be approximately flat [added: and housing completions are expected to decrease] in [added: 2026 compared to] 2025.

Commercial construction activity in North America grew in [removed: 2024, although at a slower rate than 2023.][added: 2025.]

In recent years, businesses and commercial spaces have experienced and may experience in the future, fluctuation in demand and in occupancy that may reduce demand for our products, and commercial sectors, such as the restaurant and hospitality industries in which we have customers, may experience long-term shifts in consumer behavior which could negatively impact demand or [removed: capacity and may not return to pre-pandemic levels.][added: capacity.]

Our information systems are susceptible to outages due to system failures, cybersecurity threats, failures on the part of third-party information system providers, natural disasters, power loss, telecommunications failures, viruses, fraud, theft, malicious [added: actors or breaches of security.]

In addition, remote work and remote access to our systems [removed: have increased in recent years, which] may heighten these risks.

We have a significant presence outside of the U.S., primarily in China and Canada and to a lesser extent [added: India,] Europe, [removed: Mexico,] and [removed: India,] [added: Mexico,] and therefore, hold assets, including [removed: $119] [added: $83] million of cash and marketable securities denominated in Chinese renminbi, incur liabilities, earn revenues and pay expenses in a variety of currencies other than the U.S. dollar.

The majority of our foreign currency transaction risk results from sales of our products in Canada, a portion of which we manufacture in the U.S., and to a lesser extent from component purchases in [removed: Europe and] India and [added: Europe and] payroll in Mexico.

[removed: We] [added: Consistent with our stated strategic priorities, we] will continue to evaluate potential acquisitions, and we could use a significant portion of our available capital to fund future acquisitions.

Our level of indebtedness may increase in the future if we finance acquisitions with debt, which would cause us to incur additional interest expense and [removed: could increase our vulnerability to general adverse economic and industry conditions and limit our ability to service our debt or obtain additional financing.]

For example, the [added: U.S.] Department of Energy (DOE) has adopted a new efficiency rule for commercial water heaters that will take effect in [removed: 2026 and for our residential water heaters that will take effect in 2029.][added: October 2026.]

In addition, [removed: new] [added: evolving] national drinking water standards regulating per- and poly-fluoroalkyl substances (PFAS), as well as [removed: lead,] [added: mandatory lead pipe replacements by public water utilities,] could affect the demand for our water filtration products.

There are also a number of [removed: federal,] foreign, [added: federal,] state and local governments adopting laws, regulations and codes in response to climate change that [added: will] require a [added: mandatory] transition to non-fossil fuel based sources of [removed: energy production as well as significantly reducing or eliminating the on-site combustion of fossil fuels] [added: space and water heating equipment] in the building sector.

However, [removed: a] [added: any further] significant [removed: change] [added: changes] to regulatory or code requirements that [removed: promotes] [added: require] a transition to alternative energy sources as a replacement for gas, or [removed: a] significant [removed: shift] [added: shifts] in industry standards, [removed: could] [added: may] substantially increase manufacturing costs, capital expenditures, transportation costs and raw material costs, alter distribution channels, attract new competitors, impact the size and timing of demand for our products, affect the types of products we are able to offer or put us at a competitive disadvantage, any of which could harm our business and have a material adverse effect on our financial condition, results of operations and cash flow.

We periodically communicate our strategies, commitments and targets related to sustainability matters, including carbon emissions, water usage, [added: waste avoidance,] and human rights, through the issuance of our sustainability report.

Although we intend to meet these strategies, commitments and [removed: targets] [added: targets,] and [added: we] are committed to advancing sustainable innovations in our industry, we may be unable to achieve them due to availability of resources, significant increases in operational costs, and technological changes.

In addition, standards and processes for measuring and reporting carbon emissions, water usage, [added: waste avoidance,] and other sustainability metrics may change over time, result in inconsistent data, or result in significant revisions to our strategies, commitments and targets, or our ability to achieve them.

As of December 31, [removed: 2024,] [added: 2025,] through the voting trust, these members of the Smith Family own approximately [removed: 66.8] [added: 67.8] percent of the total voting power of our outstanding shares of Class A Common Stock and Common Stock, taken together as a single class, and approximately [removed: 96.9] [added: 97.0] percent of the voting power of the outstanding shares of our Class A Common Stock, as a separate class.

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In 2025, we announced a strategic assessment of our China business.

This may lead to uncertain outcomes, costs, and impacts that could negatively affect the company.

The announcement might also cause uncertainty among employees, customers, suppliers, and investors that could have a material adverse effect on our financial position, results of operations and cash flows.

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could increase our vulnerability to general adverse economic and industry conditions and limit our ability to service our debt or obtain additional financing.

The DOE has also adopted a new efficiency rule for our residential water heaters that will take effect in 2029, which seeks to rapidly increase market adoption of heat pump water heating technology.

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actors or breaches of security.

In 2024, the change in foreign currencies negatively impacted our sales and cash and cash equivalents by approximately $18 million and $7 million, respectively.

Our Rest of World segment is primarily comprised of China, [removed: Europe] [added: India,] and [removed: India.][added: Europe.]

[removed: We] [added: Consistent with our stated strategic priorities, we] continue to seek acquisitions that enable [removed: geographic] growth, expand our core business, and establish adjacencies.

Pureit, a leading water purification business in South Asia, offers a broad range of residential water purification [removed: solutions and has annual sales of approximately USD $60 million.][added: solutions.]

The acquisition fits squarely in our core capabilities and [removed: doubles] [added: doubled] our market penetration in the South Asia region.

[removed: Also, we] [added: We] continue to look for opportunities to add to our existing product portfolio in high growth regions demonstrated by our previous introductions of kitchen products and connected product technologies in China.

In addition, we are expanding our commercial water heater capacity in North America in preparation for the new efficiency rule for commercial water heaters that the Department of Energy (DOE) has adopted that will take effect in [added: October] 2026.

[removed: In 2024, we recognized] [added: Segment earnings and margin in 2024 included] restructuring and impairment expenses of [removed: $17.6] [added: $11.3] million.

[removed: In China, severance] [added: Restructuring and impairment] expenses [removed: of $11.3 million] [added: in 2024 were severance costs in China] related to the right sizing of that business for current market conditions.

[removed: The remaining] [added: Of these expenses,] $6.3 million [added: was] related to [removed: the restructuring of] our water treatment business in [added: the] North America [removed: as] [added: segment and was] a [removed: part] [added: result] of a profitability improvement strategy that prioritizes improving our cost structure and emphasizes [removed: our] more profitable channels.

[removed: 2024] [added: We estimate that 2025] residential industry unit volumes were [added: approximately] flat compared to the prior year and we project [removed: 2025] [added: 2026] industry residential unit volumes will be flat [removed: as well.][added: to down, driven by softness in new construction.]

In our Rest of World segment, [removed: after sales growth of three percent in the first half of the year, our full-year 2024] [added: China] third-party sales [removed: in China] declined [removed: six] [added: 12] percent [added: in local currency in 2025] due to [removed: a further weakening of] [added: continued weak] consumer demand [added: and the cessation of the government appliance subsidy programs] in the second half of the year.

In [removed: 2025, we project] our [removed: third-party sales in China to decrease between five to eight percent in local currency compared to 2024 as] [added: Rest of the World segment, after a challenging 2025,] we expect consumer demand softness will persist in [added: 2025 in China and a decline in third-party sales of mid-single digits compared to] 2025.

Combining all of these factors, we expect our [removed: 2025] [added: 2026] consolidated sales to [removed: be approximately flat to up] [added: grow between] two [added: and five] percent compared to [removed: 2024.][added: 2025.]

Our guidance excludes the impacts from potential future [removed: acquisitions.][added: acquisitions, any potential outcomes of the assessment of the China business and changes to tariffs.]

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In this section, we discuss the results of our operations for [removed: 2024] [added: 2025] compared with [removed: 2023.][added: 2024.]

We discuss our cash flows and current financial condition under “Liquidity and Capital Resources.” For a discussion related to [removed: 2023] [added: 2024] compared with [removed: 2022,] [added: 2023,] please refer to Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the Year Ended December 31, [removed: 2023,] [added: 2024,] which was filed with the United States Securities and Exchange Commission (SEC) on February [removed: 13, 2024,] [added: 11, 2025,] and is available on the SEC's website at www.sec.gov.

| (dollars in millions) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 3,818.1] [added: 3,830.2] | | | | | $ | [removed: 3,852.8] [added: 3,818.1] | | | | | $ | [removed: 3,753.9] [added: 3,852.8] | |

| Cost of products sold | | | [removed: 2,362.0] [added: 2,342.8] | | | | | | [removed: 2,368.0] [added: 2,362.0] | | | | | | [removed: 2,424.3] [added: 2,368.0] | | |

| Gross profit | | | [removed: 1,456.1] [added: 1,487.4] | | | | | | [removed: 1,484.8] [added: 1,456.1] | | | | | | [removed: 1,329.6] [added: 1,484.8] | | |

| *Gross profit margin %* | | | [removed: *38.1*] [added: *38.8*] | | *%* | | | | [removed: *38.5*] [added: *38.1*] | | *%* | | | | [removed: *35.4*] [added: *38.5*] | | *%* |

| Selling, general and administrative expenses | | | [removed: 739.3] [added: 759.4] | | | | | | [removed: 727.4] [added: 739.3] | | | | | | [removed: 670.9] [added: 727.4] | | |

| Restructuring and impairment expenses | | | [removed: 17.6] [added: —] | | | | | | [removed: 18.8] [added: 17.6] | | | | | | [removed: —] [added: 18.8] | | |

| Interest expense | | | [removed: 6.7] [added: 13.5] | | | | | | [removed: 12.0] [added: 6.7] | | | | | | [removed: 9.4] [added: 12.0] | | |

| Other [removed: (income) expense-net] [added: income-net] | | | [removed: (8.5)] [added: (0.6)] | | | | | | [removed: (6.9)] [added: (8.5)] | | | | | | [removed: 425.6] [added: (6.9)] | | |

| Earnings before provision for income taxes | | | [removed: 701.0] [added: 715.1] | | | | | | [removed: 733.5] [added: 701.0] | | | | | | [removed: 223.7] [added: 733.5] | | |

| Provision for [removed: (benefit from)] income taxes | | | [removed: 167.4] [added: 168.9] | | | | | | [removed: 176.9] [added: 167.4] | | | | | | [removed: (12.0)] [added: 176.9] | | |

| Net Earnings | | | $ | [removed: 533.6] [added: 546.2] | | | | | $ | [removed: 556.6] [added: 533.6] | | | | | $ | [removed: 235.7] [added: 556.6] | |

Our sales in [removed: 2024] [added: 2025] were [removed: $3,818.1] [added: $3,830.2] million, [removed: a decrease] [added: an increase] of [removed: $34.7] [added: $12.1] million compared to [removed: 2023] [added: 2024] sales of [removed: $3,852.8] [added: $3,818.1] million.

[removed: Our decrease] [added: These positive factors outweighed the impact of decreased volumes] in [removed: net sales was primarily driven by] [added: China,] lower [added: residential] water heater [removed: volumes] [added: sales] in North America, [removed: lower sales in China,] and [added: an] unfavorable currency translation of approximately [removed: $18] [added: $7] million due to the depreciation of foreign currencies compared to the U.S. [removed: dollar, which more than offset our higher boiler sales and pricing actions.][added: dollar.]

Our [removed: 2024] [added: 2025] gross profit margin of [removed: 38.1] [added: 38.8] percent [removed: decreased] [added: increased] compared to [removed: 38.5] [added: 38.1] percent in [removed: 2023.][added: 2024.]

Selling, general, and administrative (SG&A) expenses were [removed: $739.3] [added: $759.4] million in [removed: 2024,] [added: 2025,] or [removed: $11.9] [added: $20.1] million higher than in [removed: 2023.][added: 2024.]

The increase in SG&A expenses in [removed: 2024] [added: 2025] compared to the prior year was primarily due to higher employee [removed: costs from increased wages and higher selling and advertising expenses to support] [added: costs, partially offset by benefits of] our [removed: strategic initiatives.][added: 2024 China restructuring actions.]

[removed: Of these expenses,] [added: Segment earnings and margin in 2024 included restructuring and impairment expenses of] $6.3 million [removed: was] related to our water treatment business [removed: in the North America segment] and [removed: was] a result of a profitability improvement strategy that prioritizes improving our cost structure and emphasizes our more profitable channels.

Interest expense was [removed: $6.7] [added: $13.5] million in [removed: 2024,] [added: 2025,] compared to [removed: $12.0] [added: $6.7] million in [removed: 2023.][added: 2024.]

The [removed: decrease] [added: increase] in interest expense in [removed: 2024] [added: 2025] compared to [removed: last] [added: the prior] year was primarily due to [removed: lower] [added: higher] average debt [removed: levels.][added: levels throughout 2025.]

Other [removed: (income) expense,] [added: income -] net [added: for 2025] was [removed: $8.5 million of] income [removed: in 2024] [added: of $0.6 million,] compared to income of [removed: $6.9] [added: $8.5] million in [removed: 2023.][added: 2024.]

The [removed: increase] [added: decrease] in other income [added: - net] was driven by lower foreign currency translation losses compared to [removed: last year, partially offset by] [added: the prior year and] lower interest income from lower average cash balances.

Our effective income tax rate in [added: 2025 and] 2024 was [removed: lower compared to 2023.][added: 23.6 percent and 23.9 percent, respectively.]

In November 2025, we announced that we signed a definitive agreement to acquire LVC Holdco LLC (Leonard Valve) for $470 million, subject to customary adjustments, and was funded with cash borrowed under a new term loan with a group of eight banks.

The transaction was completed in January 2026.

Leonard Valve is a leading manufacturer of water temperature and flow solutions and we believe it represents a compelling strategic fit and a meaningful advancement into our presence in the water management market.

Leonard Valve is projected to contribute approximately $70 million in sales in 2026 in the North America segment.

Pureit contributed $54 million to sales in 2025 in the Rest of World segment.

In our North America segment, water heater sales increased one percent in 2025 compared to 2024 as pricing benefits and higher commercial volumes were partially offset by lower wholesale residential volumes.

We anticipate that commercial water heater industry volumes will increase mid-single digits in 2026 after growing approximately five percent in 2025.

We believe that the 2026 growth will come from the buy ahead of products that will be eliminated as a part of the DOE regulatory change for commercial water heaters that will take effect in October 2026.

In response to higher steel and other input costs, including tariffs, we announced price increases on most of our water heater and boiler products in the first half of 2025.

In addition to pricing, we continue to mitigate the impact of tariffs through footprint optimization, strategic sourcing actions and other cost containment initiatives.

Our boiler sales grew eight percent in 2025 primarily due to higher volumes and pricing benefits.

We expect our boiler sales to grow between six and eight percent in 2026 due to carryover pricing benefits and continued demand for our commercial high efficiency condensing gas boilers.

We anticipate sales of our North America water treatment products will grow between 10 and 12 percent primarily due to tariff-related pricing benefits and as we continue to expand our dealer network.

For the full year 2026, we project our third-party sales in China to decrease mid-single digits in local currency compared to 2025 due to continued softness in consumer demand.

In the third quarter of 2025, we initiated an assessment of strategic opportunities for our China business, including strategic partnerships and other alternatives.

We believe the China market has substantial long-term prospects and are committed to realizing the potential upside inherent in our China business.

The assessment is ongoing.

Our net sales increase was mainly due to implementing price increases to address rising input costs, including tariffs, as well as higher sales volumes of commercial water heaters and boilers.

Additionally, the acquisition of Pureit in late 2024 contributed incremental sales of $54 million in 2025.

The higher gross profit margin in 2025 compared to 2024 was primarily driven by the benefits of pricing actions implemented early in 2025 to address increased input costs in North America and higher mix of commercial water heaters and boilers.

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Our net sales increase in 2025 was driven by pricing actions and higher commercial water heater and boiler volumes, which were partially offset by lower residential water heater volumes and unfavorable currency translation of approximately $6 million.

Higher segment earnings and segment margin in 2025 compared to 2024 were primarily driven by pricing benefits, higher boiler and commercial water heater volumes that more than offset lower residential water heater volumes and higher input costs, including tariffs.

| Years ended December 31 (dollars in millions) | | | 2025 | | | | | | 2024 | | |

Our net sales decrease in 2024 was due to lower volumes of our residential water treatment and water heater products in China that were partially offset by incremental sales of approximately $53 million related to our 2024 acquisition of Pureit.

The higher segment earnings and segment margin in 2025 compared to 2024 were primarily driven by the benefits of restructuring actions taken at the end of 2024 and other cost saving measures that more than offset lower sales in China.

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Our projection is driven by the additional sales expected from our Leonard Valve acquisition, as well as boiler sales growth of six to eight percent compared to 2025 due to the carryover of pricing benefits and the continuation of the transition to energy-efficient boilers.

| Years ended December 31 (dollars in millions) | | | 2025 | | | | | | 2024 | | |

Cash provided by operations in 2025 was $616.8 million and higher than $581.8 million in 2024, primarily as a result of higher earnings and a one-time tax adjustment related to a tax law change that benefited 2025.

Our total debt decreased by $38.2 million in 2025 as we used available cash to pay down outstanding debt balances.

On January 6, 2026, we completed the acquisition of Leonard Valve for $470 million.

The acquisition was funded under a new three-year, $470 million term loan with a group of eight banks.

The Company borrowed the full available amount on January 5, 2026 and used the proceeds to finance the purchase.

The stock

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In the first quarter of 2024, we acquired Impact Water Products, a privately-held water treatment company.

The acquisition supports our geographic expansion and growth strategy by expanding the West Coast presence of our water treatment business.

In our North America segment, we saw soft residential and commercial water heater order demand in the second half of 2024 after a strong first half of the year.

We believe that a pre-buy ahead of our March 1st price increase pulled forward some demand into the first half of the year.

We also believe our second half order demand was negatively impacted by our improved lead times.

Those factors along with caution around softening of end market demand may have driven some customers to reduce their inventory levels.

Proactive replacement has been above historical levels for the last several years and we project that will continue in 2025.

We believe that new home construction remains in a deficit and will be flat compared to 2024.

We anticipate that commercial water heater industry volumes will be approximately flat in 2025 after minimal growth in 2024 driven by growth in commercial electric water heaters greater than 55 gallons which was offset by lower shipments of commercial gas water heaters.

We expect our boilers sales to grow between three and five percent in 2025 compared to 2024 as we continue to benefit from the transition to higher efficiency boilers.

We anticipate sales of our North America water treatment products will be between $235 million and $245 million, a year-over-year decrease of approximately five percent as we de-emphasize certain channels and focus on our more profitable channels.

Our 2024 and 2023 acquisitions of water treatment companies in North America added approximately $18 million of incremental net sales in 2024.

The lower gross profit margin in 2024 compared to 2023 was primarily due to higher production costs and operational inefficiencies associated with volume volatility, which outpaced our pricing actions.

Compared to the prior year, pricing actions, higher boiler sales, and approximately $18 million of incremental net sales from our 2024 and 2023 acquisitions of water treatment companies primarily drove our net sales increase and more than offset lower water heater volumes.

Lower segment earnings and margins in 2024 were primarily due to lower water heater volumes, higher production costs and higher SG&A expenses associated with strategic investments that outpaced our pricing actions and higher boiler volumes.

Segment earnings and margin in 2024 also included restructuring and impairment expenses of $6.3 million related to our water treatment business and a result of a profitability improvement strategy that prioritizes improving our cost structure and emphasizes our more profitable channels.

Adjusted segment earnings and adjusted segment margin in 2023 were $726.0 million and 24.8 percent, respectively, and exclude pension settlement income.

Compared to the prior year, lower net sales in 2024 were primarily driven by decreased sales of our core water heating and water treatment products in China and included approximately $13 million of unfavorable currency translation.

The decline in sales in 2024 was partially offset by higher volumes of kitchen products in China and included increased inter-segment sales of approximately $16 million related to our tankless water heaters manufactured in China and shipped to the U.S. market.

Lower volumes of our core water heating and water treatment products and an unfavorable product mix and sales promotions in China primarily drove lower segment earnings and segment margin in 2024, partially offset by lower SG&A costs.

Restructuring and impairment expenses in 2024 were severance costs in China related to the right sizing of that business for current market conditions, and 2023 expenses were primarily associated with the sale of our business in Turkey.

Adjusted segment earnings and adjusted segment margin in 2023 were $99.1 million and 10.4 percent, respectively.

Adjusted segment earnings and adjusted segment margin in 2024 and 2023 exclude $11.3 million and $15.7 million of restructuring and impairment expenses, respectively.

Cash provided by operations in 2024 was $581.8 million and lower than $670.3 million in 2023, primarily as a result of higher incentive payments associated with record sales and profits earned in 2023, higher inventory balances and lower earnings, which more than offset lower trade receivable balances.

Our total debt increased by $65.9 million in 2024 primarily due to borrowings associated with our share repurchase program and Pureit acquisition.

Including the additional shares, we had 6,476,677 shares

A. O. SMITH CORPORATION

(unaudited)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | 2024 | | | | | | | | | 2023 | | | | | | | | | | | |

| Pension settlement income, before tax | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | (0.9) | | |

| Pension settlement income per diluted share, before tax | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | — | | |

| (1)Corporate expense | | | | | | | | | | | | | | | | | | | | | $ | | | (63.9) | | | | | | $ | | | (64.1) | | |

| Pension settlement income, before tax | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | (0.2) | | |

| Impairment expense, before tax | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | 3.1 | | |

| Adjusted Corporate expense (non-GAAP) | | | | | | | | | | | | | | | | | | | | | $ | | | (63.9) | | | | | | $ | | | (61.2) | | |

| Pension settlement income, before tax | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | (0.7) | | |

| | | | 2024 | | | | | | | | | 2023 | | | | | |

2025 EPS Guidance and 2024 Adjusted EPS

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

Our Rest of World segment is primarily comprised of China, [removed: Europe] [added: India,] and [removed: India.][added: Europe.]

Sales in our North America segment accounted for approximately [removed: 77] [added: 78] percent of our total sales in [removed: 2024.][added: 2025.]

[removed: Our residential and commercial water heaters primarily come in sizes ranging from 40 to 80 gallon models, however,] [added: However,] we also offer sizes as low as 2.5 gallon (point-of-use) and as high as 2,500 gallon products with varying efficiency ranges.

[added: *Water treatment products.*] Our water treatment products range from point-of-entry water softeners, solutions for problem well water, whole-home water filtration products and point-of-use carbon and reverse osmosis products.

Our wholesale distribution channel, where we sell our products primarily under the A. O. Smith and State brands, includes approximately [removed: 900] [added: 800] independent wholesale plumbing distributors serving residential and commercial end markets.

We sell our A. O. Smith branded water treatment products primarily through our water [removed: quality,] [added: quality] dealer network and Amazon.

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

[added: Our water softener products and problem well water solutions, which] include the Hague, Water-Right, Master Water, Atlantic Filter, Impact, and Water Tec brands, are sold through water quality dealers and contractors.

Our water softener [added: and undersink filter] products are also sold through [added: regional] home center retail chains.

[removed: We offer residential heat pumps, condensing tank-type and tankless] water heaters in North America, as well as other higher efficiency water heating solutions to round out our energy-efficient product offerings.

[removed: We recently] [added: In 2024, we] launched our newly designed ADAPT condensing gas tankless water heater and VERITUS air source commercial heat pump water heater to align with greenhouse gas emission reduction trends across the U.S. [added: The VERITUS and ADAPT model lines were further expanded in 2025.]

Sales in our Rest of World segment accounted for approximately [removed: 23] [added: 22] percent of our total sales in [removed: 2024,] [added: 2025,] a majority of which were in China.

We have operated in China for [removed: nearly] 30 years.

We sell our products in approximately [removed: 9,400] [added: 8,700] points of sale in China, of which approximately [removed: 4,400] [added: 3,800] are retail outlets in tier one through tier three cities and approximately [removed: 1,600] [added: 1,400] exclusively sell our products.

Our principal competitors in the water treatment market are Angel, Haier/Casarte, Midea/COLMO, [removed: Truliva,] and [removed: Xiaomi.][added: Truliva.]

In 2024, we expanded our product offerings and geographic footprint with the acquisition of Pureit, [added: formerly] a Unilever PLC business.

We continue to increase our product offerings and sales in [removed: this country,] [added: India,] primarily through wholesale, e-commerce and retail channels.

We also sell water heaters in the European, Middle East, and Far East markets and water treatment products in Vietnam, all of which combined comprised less than [removed: 14] [added: 22] percent of total Rest of World sales in [removed: 2024.][added: 2025.]

Our total expenditures for research and development in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] were [removed: $101.7] [added: $95.0] million, [removed: $97.5] [added: $101.7] million and [removed: $89.0] [added: $97.5] million, respectively.

Although we believe our trademarks, trade names, patents, trade secrets, and licenses to constitute a valuable asset in the aggregate, we do not regard our business as being materially dependent on any [added: single trademark, trade name, patent, trade secret, license or any group of related such rights.]

We employed approximately [removed: 12,700] [added: 11,500] employees as of December 31, [removed: 2024] [added: 2025] with approximately [removed: 7,200] [added: 6,500] in North America and [removed: 5,500] [added: 5,000] in Rest of World.

In [removed: 2024,] [added: 2025,] we were named by Ethisphere on the list of the World’s Most Ethical [removed: Companies.][added: Companies for a second consecutive year.]

[removed: *Diversity and Inclusion.*] As reflected in our Guiding Principles, we strive to create a workplace where people from all backgrounds can thrive and achieve their fullest potential.

Regular internal and external analysis is performed to ensure [removed: this] [added: there is] market alignment.

Consistent with this commitment, we [removed: issued] [added: issue] our sustainability report biennially detailing our company’s historical and current efforts.

This report [removed: details] [added: along with our 2024 Sustainability Report detail] the positive impact of our highly efficient products, [removed: highlights] [added: highlight] our company’s commitment to employees and the communities in which we operate, [removed: reports] [added: report] on our progress toward our greenhouse gas emissions intensity reduction goal of 10 percent by 2025 (2019 [removed: baseline)] [added: baseline),] and [removed: announced a new] [added: our] water [removed: goal to achieve] [added: stewardship goal:] an annual water savings of 40 million gallons by 2030 (2023 baseline).

Our Sustainability [removed: Report] [added: Report, Sustainability Progress Report,] and [removed: scorecard] [added: Sustainability Scorecard] are available on our website and not included as part of, or incorporated by reference into, this Annual Report on Form 10-K.

Our residential and commercial water heaters primarily come in sizes ranging from 40 to 80 gallon models.

We offer residential heat pumps, condensing tank-type and tankless

We also recently launched our Cyclone Flex commercial condensing water heater with advanced features ahead of the upcoming October 2026 Department of Energy (DOE) commercial rule that will require all commercial water heaters to be condensing.

In the third quarter of 2025, we initiated an assessment of strategic opportunities for our China business, including strategic partnerships and other alternatives.

We believe the China market has substantial long-term prospects and are committed to realizing the potential upside inherent in our China business

In addition, tariffs have increased volatility in input materials.

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

In 2025, we issued a Sustainability Progress Report including our Sustainability Scorecard (scorecard), documenting our sustainability activities, metrics, and progress towards our goals.

We also announced a new landfill waste reduction goal of 525,000 pounds by 2027 (2024 baseline).

We achieved our greenhouse gas emissions intensity reduction goal of 10% by 2025.

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

*Water treatment products.* With the acquisition of Aquasana, Inc. (Aquasana) in 2016 we entered the water treatment market.

We expanded our product offerings and geographic footprint with the acquisitions of Hague Quality Water International (Hague) in 2017, Water-Right, Inc. (Water-Right) in 2019, Master Water Conditioning Corporation (Master Water) in 2021, Atlantic Filter Corporation (Atlantic Filter) in 2022, Water Tec of Tucson, Inc (Water Tec) in 2023 and Impact Water Products (Impact) in 2024.

We expanded our presence in North America with our acquisition of Giant Factories, Inc. (Giant), a Canada-based manufacturer of residential and commercial water heaters, which we acquired in late 2021.

Our water softener products and problem well water solutions, which

In addition tariffs could potentially increase volatility in steel and other input materials.

single trademark, trade name, patent, trade secret, license or any group of related such rights.

We issued our fourth report, the 2024 sustainability report, in November 2024, documenting our environmental, social, and governance (ESG) activities over the past two years.

We have made significant progress toward our emission reduction goal and prevented over 560,000 metric tons of carbon emissions in 2023 through the sale of our high efficiency water heaters and boilers.

Our ESG Scorecard (scorecard) reflecting our progress is available on our website.

A more detailed discussion of certain of these matters appears in Note [removed: 16,] [added: 15,] “Commitments and Contingencies” of Notes to the Consolidated Financial Statements.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| Title of Each Class | | | | | | Trading Symbol(s) | | | | | | Shares of Stock Outstanding January 31, [removed: 2025] [added: 2026] | | | | | | Name of Each Exchange on Which Registered | | |

| Class A Common Stock (par value $5.00 per share) | | | | | | None | | | | | | [removed: 25,870,069] [added: 25,863,159] | | | | | | Not listed | | |

| Common Stock (par value $1.00 per share) | | | | | | AOS | | | | | | [removed: 118,089,097] [added: 112,426,758] | | | | | | New York Stock Exchange | | |

The aggregate market value of voting stock held by non-affiliates of the registrant was [removed: $66,240,083] [added: $51,976,522] for Class A Common Stock and [removed: $9,664,355,425] [added: $7,422,052,617] for Common Stock as of June 30, [removed: 2024.][added: 2025.]

| 1. | | | Portions of the company’s definitive Proxy Statement for the [removed: 2025] [added: 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). | | |

Year Ended December 31, [removed: 2024][added: 2025]

| [Item [removed: 1.](#i962149cd359f490c80491d251f1f6a6f_13)] [added: 1.](#i1de722994910418ea076e2893b84ba6c_13)] | | | [removed: [Business](#i962149cd359f490c80491d251f1f6a6f_13)] [added: [Business](#i1de722994910418ea076e2893b84ba6c_13)] | | | [removed: [3](#i962149cd359f490c80491d251f1f6a6f_13)] [added: [3](#i1de722994910418ea076e2893b84ba6c_13)] | | |

| [Item [removed: 1A.](#i962149cd359f490c80491d251f1f6a6f_16)] [added: 1A.](#i1de722994910418ea076e2893b84ba6c_16)] | | | [Risk [removed: Factors](#i962149cd359f490c80491d251f1f6a6f_16)] [added: Factors](#i1de722994910418ea076e2893b84ba6c_16)] | | | [removed: [7](#i962149cd359f490c80491d251f1f6a6f_16)] [added: [7](#i1de722994910418ea076e2893b84ba6c_16)] | | |

| [Item [removed: 1B.](#i962149cd359f490c80491d251f1f6a6f_19)] [added: 1B.](#i1de722994910418ea076e2893b84ba6c_19)] | | | [Unresolved Staff [removed: Comments](#i962149cd359f490c80491d251f1f6a6f_19)] [added: Comments](#i1de722994910418ea076e2893b84ba6c_19)] | | | [removed: [12](#i962149cd359f490c80491d251f1f6a6f_19)] [added: [12](#i1de722994910418ea076e2893b84ba6c_19)] | | |

| [Item [removed: 1C.](#i962149cd359f490c80491d251f1f6a6f_22)] [added: 1C.](#i1de722994910418ea076e2893b84ba6c_22)] | | | [removed: [Cybersecurity](#i962149cd359f490c80491d251f1f6a6f_22)] [added: [Cybersecurity](#i1de722994910418ea076e2893b84ba6c_22)] | | | [removed: [13](#i962149cd359f490c80491d251f1f6a6f_22)] [added: [13](#i1de722994910418ea076e2893b84ba6c_22)] | | |

| [Item [removed: 2.](#i962149cd359f490c80491d251f1f6a6f_25)] [added: 2.](#i1de722994910418ea076e2893b84ba6c_25)] | | | [removed: [Properties](#i962149cd359f490c80491d251f1f6a6f_25)] [added: [Properties](#i1de722994910418ea076e2893b84ba6c_25)] | | | [removed: [14](#i962149cd359f490c80491d251f1f6a6f_25)] [added: [14](#i1de722994910418ea076e2893b84ba6c_25)] | | |

| [Item [removed: 3.](#i962149cd359f490c80491d251f1f6a6f_28)] [added: 3.](#i1de722994910418ea076e2893b84ba6c_28)] | | | [Legal [removed: Proceedings](#i962149cd359f490c80491d251f1f6a6f_28)] [added: Proceedings](#i1de722994910418ea076e2893b84ba6c_28)] | | | [removed: [14](#i962149cd359f490c80491d251f1f6a6f_28)] [added: [14](#i1de722994910418ea076e2893b84ba6c_28)] | | |

| [Item [removed: 4.](#i962149cd359f490c80491d251f1f6a6f_31)] [added: 4.](#i1de722994910418ea076e2893b84ba6c_31)] | | | [Mine Safety [removed: Disclosures](#i962149cd359f490c80491d251f1f6a6f_31)] [added: Disclosures](#i1de722994910418ea076e2893b84ba6c_31)] | | | [removed: [14](#i962149cd359f490c80491d251f1f6a6f_31)] [added: [14](#i1de722994910418ea076e2893b84ba6c_31)] | | |

| [Item [removed: 5.](#i962149cd359f490c80491d251f1f6a6f_37)] [added: 5.](#i1de722994910418ea076e2893b84ba6c_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i962149cd359f490c80491d251f1f6a6f_37)] [added: Securities](#i1de722994910418ea076e2893b84ba6c_37)] | | | [removed: [17](#i962149cd359f490c80491d251f1f6a6f_37)] [added: [18](#i1de722994910418ea076e2893b84ba6c_37)] | | |

| [Item [removed: 6.](#i962149cd359f490c80491d251f1f6a6f_40)] [added: 6.](#i1de722994910418ea076e2893b84ba6c_40)] | | | [Selected Financial [removed: Data](#i962149cd359f490c80491d251f1f6a6f_40)] [added: Data](#i1de722994910418ea076e2893b84ba6c_40)] | | | [removed: [18](#i962149cd359f490c80491d251f1f6a6f_40)] [added: [19](#i1de722994910418ea076e2893b84ba6c_40)] | | |

| [Item [removed: 7.](#i962149cd359f490c80491d251f1f6a6f_43)] [added: 7.](#i1de722994910418ea076e2893b84ba6c_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i962149cd359f490c80491d251f1f6a6f_43)] [added: Operations](#i1de722994910418ea076e2893b84ba6c_43)] | | | [removed: [19](#i962149cd359f490c80491d251f1f6a6f_43)] [added: [20](#i1de722994910418ea076e2893b84ba6c_43)] | | |

| [Item [removed: 7A.](#i962149cd359f490c80491d251f1f6a6f_58)] [added: 7A.](#i1de722994910418ea076e2893b84ba6c_58)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i962149cd359f490c80491d251f1f6a6f_58)] [added: Risk](#i1de722994910418ea076e2893b84ba6c_58)] | | | [removed: [28](#i962149cd359f490c80491d251f1f6a6f_58)] [added: [28](#i1de722994910418ea076e2893b84ba6c_58)] | | |

| [Item [removed: 8.](#i962149cd359f490c80491d251f1f6a6f_61)] [added: 8.](#i1de722994910418ea076e2893b84ba6c_61)] | | | [Financial Statements and Supplementary [removed: Data](#i962149cd359f490c80491d251f1f6a6f_61)] [added: Data](#i1de722994910418ea076e2893b84ba6c_61)] | | | [removed: [28](#i962149cd359f490c80491d251f1f6a6f_61)] [added: [29](#i1de722994910418ea076e2893b84ba6c_61)] | | |

| [Item [removed: 9.](#i962149cd359f490c80491d251f1f6a6f_136)] [added: 9.](#i1de722994910418ea076e2893b84ba6c_139)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i962149cd359f490c80491d251f1f6a6f_136)] [added: Disclosure](#i1de722994910418ea076e2893b84ba6c_139)] | | | [removed: [59](#i962149cd359f490c80491d251f1f6a6f_136)] [added: [56](#i1de722994910418ea076e2893b84ba6c_139)] | | |

| [Item [removed: 9A.](#i962149cd359f490c80491d251f1f6a6f_139)] [added: 9A.](#i1de722994910418ea076e2893b84ba6c_142)] | | | [Controls and [removed: Procedures](#i962149cd359f490c80491d251f1f6a6f_139)] [added: Procedures](#i1de722994910418ea076e2893b84ba6c_142)] | | | [removed: [59](#i962149cd359f490c80491d251f1f6a6f_139)] [added: [56](#i1de722994910418ea076e2893b84ba6c_142)] | | |

| [Item [removed: 9B.](#i962149cd359f490c80491d251f1f6a6f_142)] [added: 9B.](#i1de722994910418ea076e2893b84ba6c_145)] | | | [Other [removed: Information](#i962149cd359f490c80491d251f1f6a6f_142)] [added: Information](#i1de722994910418ea076e2893b84ba6c_145)] | | | [removed: [60](#i962149cd359f490c80491d251f1f6a6f_142)] [added: [56](#i1de722994910418ea076e2893b84ba6c_145)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i962149cd359f490c80491d251f1f6a6f_145)] [added: Inspections](#i1de722994910418ea076e2893b84ba6c_148)] | | | [removed: [60](#i962149cd359f490c80491d251f1f6a6f_145)] [added: [56](#i1de722994910418ea076e2893b84ba6c_148)] | | |

| [Item [removed: 10.](#i962149cd359f490c80491d251f1f6a6f_154)] [added: 10.](#i1de722994910418ea076e2893b84ba6c_157)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i962149cd359f490c80491d251f1f6a6f_154)] [added: Governance](#i1de722994910418ea076e2893b84ba6c_157)] | | | [removed: [62](#i962149cd359f490c80491d251f1f6a6f_154)] [added: [58](#i1de722994910418ea076e2893b84ba6c_157)] | | |

| [Item [removed: 11.](#i962149cd359f490c80491d251f1f6a6f_157)] [added: 11.](#i1de722994910418ea076e2893b84ba6c_160)] | | | [Executive [removed: Compensation](#i962149cd359f490c80491d251f1f6a6f_157)] [added: Compensation](#i1de722994910418ea076e2893b84ba6c_160)] | | | [removed: [62](#i962149cd359f490c80491d251f1f6a6f_157)] [added: [58](#i1de722994910418ea076e2893b84ba6c_160)] | | |

| [Item [removed: 12.](#i962149cd359f490c80491d251f1f6a6f_160)] [added: 12.](#i1de722994910418ea076e2893b84ba6c_163)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i962149cd359f490c80491d251f1f6a6f_160)] [added: Matters](#i1de722994910418ea076e2893b84ba6c_163)] | | | [removed: [63](#i962149cd359f490c80491d251f1f6a6f_160)] [added: [59](#i1de722994910418ea076e2893b84ba6c_163)] | | |

| [Item [removed: 13.](#i962149cd359f490c80491d251f1f6a6f_163)] [added: 13.](#i1de722994910418ea076e2893b84ba6c_166)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i962149cd359f490c80491d251f1f6a6f_163)] [added: Independence](#i1de722994910418ea076e2893b84ba6c_166)] | | | [removed: [63](#i962149cd359f490c80491d251f1f6a6f_163)] [added: [59](#i1de722994910418ea076e2893b84ba6c_166)] | | |

| [Item [removed: 14.](#i962149cd359f490c80491d251f1f6a6f_166)] [added: 14.](#i1de722994910418ea076e2893b84ba6c_169)] | | | [Principal Accounting Fees and [removed: Services](#i962149cd359f490c80491d251f1f6a6f_166)] [added: Services](#i1de722994910418ea076e2893b84ba6c_169)] | | | [removed: [63](#i962149cd359f490c80491d251f1f6a6f_166)] [added: [59](#i1de722994910418ea076e2893b84ba6c_169)] | | |

| [Item [removed: 15.](#i962149cd359f490c80491d251f1f6a6f_172)] [added: 15.](#i1de722994910418ea076e2893b84ba6c_175)] | | | [Exhibits, Financial Statement [removed: Schedules](#i962149cd359f490c80491d251f1f6a6f_172)] [added: Schedules](#i1de722994910418ea076e2893b84ba6c_175)] | | | [removed: [64](#i962149cd359f490c80491d251f1f6a6f_172)] [added: [60](#i1de722994910418ea076e2893b84ba6c_175)] | | |

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

| [Part I](#i1de722994910418ea076e2893b84ba6c_10) | | | | | | | | |

| [Part II](#i1de722994910418ea076e2893b84ba6c_34) | | | | | | | | |

| [Part III](#i1de722994910418ea076e2893b84ba6c_154) | | | | | | | | |

| [Part IV](#i1de722994910418ea076e2893b84ba6c_172) | | | | | | | | |

| [Part I](#i962149cd359f490c80491d251f1f6a6f_10) | | | | | | | | |

| [Part II](#i962149cd359f490c80491d251f1f6a6f_34) | | | | | | | | |

| [Part III](#i962149cd359f490c80491d251f1f6a6f_151) | | | | | | | | |

| [Part IV](#i962149cd359f490c80491d251f1f6a6f_169) | | | | | | | | |

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

Our Chief [added: Digital and] Information Officer [removed: (CIO)] [added: (CDIO)] oversees our information systems and cybersecurity function and reports to our Chief [removed: Operating] [added: Executive] Officer [removed: (COO).][added: (CEO).]

[removed: She] [added: He] has over 30 years of experience in leading information systems management, strategy, and operational execution, including incident management, prevention, and response.

Our [removed: Senior Director of Global] [added: Chief] Information Security [removed: (ISD)] [added: Officer (CISO)] reports to our [removed: CIO] [added: CDIO] and is responsible for the protection and defense of our networks and systems and managing cybersecurity risk.

Our [removed: CIO] [added: CDIO] and [removed: ISD] [added: CISO] are supported by a direct and cross-functional team of professionals with broad experience and expertise in threat assessment and detection, mitigation technologies, training, incident response, and regulatory compliance.

We have also established a committee of our executive leadership team to consider cybersecurity risks and to consider mitigation strategies in managing the [removed: risk.][added: risks.]

Our [removed: CIO] [added: CDIO] and [removed: ISD] [added: CISO] participate on this committee, which meets regularly.

We have an established incident response plan led by our [removed: CIO] [added: CDIO] and [removed: ISD] [added: CISO] to assess, respond, and report in the event of a cybersecurity incident.

Depending on the nature and severity of the incident, the plan requires escalating notifications up to our CEO, [added: the] Audit Committee and our Board.

- Cybersecurity awareness training, including interactive simulations and tabletop exercises for our employees, incident response personnel, [removed: senior management,] and [removed: our Board;][added: senior management]

- A multi-layered defense and continuous monitoring strategy employing various tools and testing, and incorporating lessons learned from our defense and monitoring efforts to help prevent future attacks; [added: and]

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

While the Company's information systems are exposed to cybersecurity threats and risks, we have not experienced any material cybersecurity incidents during 2025, 2024 or 2023, and any costs or operational impacts related to cybersecurity incidents were immaterial during this period.

- Regular testing by our Internal Audit function of controls related to our financial information systems; and

While we have experienced cybersecurity incidents in the past, to-date none have materially affected the Company or our financial position, results of operations and/or cash flows.

Properties utilized by us at December 31, [removed: 2024] [added: 2025] were as follows:

The terms of leases in effect at December 31, [removed: 2024,] [added: 2025,] expire between [removed: 2025] [added: 2026] and [removed: 2028.][added: 2035.]

The terms of the lease in effect at December 31, [removed: 2024,] [added: 2025,] expire in 2035.

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

Pursuant to General Instruction of G(3) of Form 10-K, the following is a list of our executive officers which is included as an unnumbered Item in Part I of this report in lieu of being included in our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders.

| Samuel M. Carver [removed: (55)] [added: (56)] | | | | | | Senior Vice President – Global Operations | | | | | | 2021 to Present | | |

| [removed: Robert J. Heideman (58)] [added: Ming Cheng (52)] | | | | | | Senior Vice President – Chief Technology Officer | | | | | | [removed: 2013] [added: 2025] to Present | | |

| D. Samuel Karge [removed: (50)] [added: (51)] | | | | | | Senior Vice President | | | | | | 2018 to Present | | |

| Parag Kulkarni [removed: (57)] [added: (58)] | | | | | | Senior Vice President, International | | | | | | 2022 to Present | | |

| Charles T. Lauber [removed: (62)] [added: (63)] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | 2019 to Present | | |

| Stephen D. O'Brien [removed: (56)] [added: (57)] | | | | | | Senior Vice President | | | | | | 2024 to Present | | |

| Jack Qiu [removed: (52)] [added: (53)] | | | | | | Senior Vice President | | | | | | 2020 to Present | | |

| [removed: S. Melissa Scheppele (62)] [added: Christopher T. Howe (55)] | | | | | | Senior Vice [removed: President -] [added: President,] Chief [added: Digital] Information Officer | | | | | | [removed: 2020] [added: 2025] to Present | | |

| Darrell W. Schuh [removed: (56)] [added: (57)] | | | | | | Senior Vice President | | | | | | 2024 to Present | | |

| | | | | | | [removed: CHRO] [added: Chief Human Resource Officer] - Gardner Denver (manufacturer of compressors, blowers and vacuum pumps) | | | | | | 2014 to 2015 | | |

| Stephen M. Shafer [removed: (49)] [added: (50)] | | | | | | President and Chief [removed: Operating] [added: Executive] Officer | | | | | | [removed: 2024] [added: 2025] to Present | | |

| [removed: James F. Stern (62)] | | | | | | Executive Vice President, General Counsel and Secretary | | | | | | 2007 to [removed: Present] [added: 2025] | | |

| Kevin J. Wheeler [removed: (65)] [added: (66)] | | | | | | [added: Executive] Chairman | | | | | | [removed: 2020] [added: 2025] to Present | | |

| | | | | | | Chief Executive Officer | | | | | | 2018 to [removed: Present] [added: 2025] | | |

| | | | | | | [added: Senior Vice President,] President and General Manager – North America, India and Europe Water Heating | | | | | | 2013 to 2017 | | |

| | | | | | | Senior Vice President of Research and Development, Transportation & Electronics Business Group – 3M Company (manufacturer of building materials, adhesives, medical and home cleaning supplies) | | | | | | 2019 to 2025 | | |

| | | | | | | Chief Executive Officer — Rise and Shift (consulting firm focused on cloud transformation, digital product development, and AI/ML solutions) | | | | | | 2023 to 2025 | | |

| | | | | | | Senior Vice President - Business Transformation – 3M Company (manufacturer of building materials, adhesives, medical and home cleaning supplies) | | | | | | 2018 to 2023 | | |

| | | | | | | Vice President of Global IT Applications — 3M Company | | | | | | 2015 to 2018 | | |

| Paul J. Jones (55) | | | | | | Senior Vice President, General Counsel and Chief Compliance Officer | | | | | | 2025 to Present | | |

| | | | | | | Vice President, Corporate Development and Strategy | | | | | | 2023 to 2025 | | |

| | | | | | | General Counsel & Vice President of University Relations – Marquette University (Jesuit research university in Milwaukee, Wisconsin) | | | | | | 2020 to 2023 | | |

| | | | | | | Vice President and Chief Legal Officer – Harley-Davidson Inc. (manufacturer of motorcycles) | | | | | | 2010 to 2019 | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| | | | | | | President and Chief Operating Officer | | | | | | 2024 to 2025 | | |

| James F. Stern (63) | | | | | | Executive Vice President, Corporate Development, Strategy and Secretary | | | | | | 2025 to Present | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name (Age) | | | | | | Positions Held | | | | | | Period Position Was Held | | |

| | | | | | | Chairman | | | | | | 2020 to 2025 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| | | | | | | Senior Vice President – Engineering & Technology | | | | | | 2011 to 2012 | | |

| | | | | | | Various A. O. Smith Management Positions | | | | | | 2002 to 2011 | | |

| | | | | | | Vice President and Chief Information Officer - Triumph Group (aerospace and defense business) | | | | | | 2016 to 2020 | | |

| | | | | | | Senior Vice President | | | | | | 2013 to 2017 | | |

As of January 31, [removed: 2025,] [added: 2026,] the approximate number of stockholders of record of Common Stock and Class A Common Stock were [removed: 471] [added: 435] and [removed: 131,] [added: 126,] respectively.

In [removed: 2024,] [added: 2025,] the Board of Directors approved adding [removed: 2,000,000] [added: 5,000,000] shares of Common Stock to an existing discretionary share repurchase authority.

In [removed: 2024,] [added: 2025,] we repurchased [removed: 3,755,337] [added: 5,942,601] shares at an average price of [removed: $81.43] [added: $67.44] per share and at a total cost of [removed: $305.8] [added: $400.8] million.

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 1,746,125] [added: 803,524] shares remaining on the existing repurchase authorization.

On January [removed: 26 2025,] [added: 28, 2026,] the Board of Directors approved adding 5,000,000 shares of common stock to the existing discretionary share repurchase authority.

Including the additional shares, we have [removed: 6,476,677] [added: 5,545,241] shares available for repurchase as of the date of the Board of Directors' approval.

We intend to spend approximately [removed: $400] [added: $200] million to repurchase Common Stock in [removed: 2025] [added: 2026] through a combination of 10b5-1 plans and open-market purchases.

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

[removed: ][added: ]

| Company/Index | | | [removed: 12/31/19] [added: 12/31/20] | | | | | | [removed: 12/31/20] [added: 12/31/21] | | | | | | [removed: 12/31/21] [added: 12/31/22] | | | | | | [removed: 12/31/22] [added: 12/31/23] | | | | | | [removed: 12/31/23] [added: 12/31/24] | | | | | | [removed: 12/31/24] [added: 12/31/25] | | |

From December 31, 2020 to December 31, 2025

| A. O. Smith Corporation | | | 100.0 | | | | | | 159.1 | | | | | | 108.0 | | | | | | 158.5 | | | | | | 133.3 | | | | | | 133.3 | | |

| S&P 500 Index | | | 100.0 | | | | | | 128.7 | | | | | | 105.4 | | | | | | 133.1 | | | | | | 166.4 | | | | | | 196.2 | | |

| S&P 500 Select Industrial Index | | | 100.0 | | | | | | 121.1 | | | | | | 114.5 | | | | | | 135.2 | | | | | | 158.9 | | | | | | 189.7 | | |

From December 31, 2019 to December 31, 2024

| A. O. Smith Corporation | | | 100.0 | | | | | | 117.4 | | | | | | 186.9 | | | | | | 126.8 | | | | | | 186.1 | | | | | | 156.5 | | |

| S&P 500 Index | | | 100.0 | | | | | | 118.4 | | | | | | 152.4 | | | | | | 124.8 | | | | | | 157.6 | | | | | | 197.0 | | |

| S&P 500 Select Industrial Index | | | 100.0 | | | | | | 111.0 | | | | | | 134.5 | | | | | | 127.1 | | | | | | 150.2 | | | | | | 176.4 | | |

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

We have audited the accompanying consolidated balance sheets of A. O. Smith Corporation (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 11, 2025] [added: 10, 2026] expressed an unqualified opinion thereon.

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which it relates.

| | | | | | | Product Warranty [removed: Liability Valuation] [added: Liability] | | |

| *Description of the Matter* | | | | | | At December 31, [removed: 2024,] [added: 2025,] the Company’s product warranty liability was [removed: $190.4] [added: $209.7] million. As discussed in Note 1 of the consolidated financial statements, the Company records a liability for the expected cost of warranty-related claims at the time of sale. The product warranty liability is estimated based upon warranty loss experience using actual historical failure rates and estimated cost of product replacement. Products generally carry warranties from one to twelve years. The Company performs separate warranty calculations based on the product type and the warranty term and aggregates them. | | |

| | | | | | | Auditing the [added: Company’s] product warranty liability [added: for certain of its products] was complex due to the judgmental nature of the warranty loss experience assumptions, including the estimated product failure rate and the estimated cost of product replacement. In particular, it is possible that future product failure rates may not be reflective of [added: actual] historical product failure rates, or that a product quality issue has not yet been [removed: identified as of the financial statement date.] [added: identified.] Additionally, the cost of product replacement could differ from estimates due to fluctuations in the replacement cost of the product. | | |

| *How We Addressed the Matter in our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s product warranty liability calculation. For example, we tested controls over management’s review of the product warranty liability calculation, including the significant assumptions and the data inputs to the calculation. To test [removed: the Company’s calculation] [added: certain products] of the [added: Company’s] product warranty [removed: liability,] [added: liability calculation,] our audit procedures included, among others, evaluating the methodology used, and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We tested the [removed: validity of claims within the calculation and tested the] completeness and accuracy of the claims settled data. We recalculated the historical failure rates using actual claims [added: settled] data. We compared the estimated cost of replacement included in the product warranty liability with the current costs to manufacture a comparable product and assessed the impact of projected changes in significant product costs. We also analyzed current year claims [added: settled] data to identify changes in failure trends and assessed the historical accuracy of the prior year liability. [removed: Further, we inquired of operational and quality control personnel regarding quality issues and trends.] | | |

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 239.6] [added: 174.5] | | | | | $ | [removed: 339.9] [added: 239.6] | |

| Marketable securities | | | [removed: 36.5] [added: 18.7] | | | | | | [removed: 23.5] [added: 36.5] | | |

| Receivables | | | [removed: 541.4] [added: 582.3] | | | | | | [removed: 596.0] [added: 541.4] | | |

| Inventories | | | [removed: 532.1] [added: 479.3] | | | | | | [removed: 497.4] [added: 532.1] | | |

| Other current assets | | | [removed: 43.3] [added: 36.7] | | | | | | [removed: 43.5] [added: 43.3] | | |

| Total Current Assets | | | [removed: 1,392.9] [added: 1,291.5] | | | | | | [removed: 1,500.3] [added: 1,392.9] | | |

| Net property, plant and equipment | | | [removed: 628.7] [added: 635.1] | | | | | | [removed: 597.5] [added: 628.7] | | |

| Goodwill | | | [removed: 761.7] [added: 710.6] | | | | | | [removed: 633.4] [added: 761.7] | | |

| Other intangibles | | | [removed: 321.1] [added: 362.3] | | | | | | [removed: 336.7] [added: 321.1] | | |

| Operating lease assets | | | [removed: 32.8] [added: 46.3] | | | | | | [removed: 37.3] [added: 32.8] | | |

| Other assets | | | [removed: 102.8] [added: 97.0] | | | | | | [removed: 108.7] [added: 102.8] | | |

| Total Assets | | | $ | [removed: 3,240.0] [added: 3,142.8] | | | | | $ | [removed: 3,213.9] [added: 3,240.0] | |

| Trade payables | | | $ | [removed: 588.7] [added: 504.1] | | | | | $ | [removed: 600.4] [added: 588.7] | |

| Accrued payroll and benefits | | | [removed: 78.5] [added: 93.6] | | | | | | [removed: 92.2] [added: 78.5] | | |

| Accrued liabilities | | | [removed: 153.0] [added: 147.5] | | | | | | [removed: 177.4] [added: 153.0] | | |

| Product warranties | | | [removed: 67.0] [added: 75.0] | | | | | | [removed: 65.3] [added: 67.0] | | |

| Long-term debt due within one year | | | [removed: 10.0] [added: 42.3] | | | | | | 10.0 | | |

| Total Current Liabilities | | | [removed: 897.2] [added: 862.5] | | | | | | [removed: 945.3] [added: 897.2] | | |

| Long-term debt | | | [removed: 183.2] [added: 112.7] | | | | | | [removed: 117.3] [added: 183.2] | | |

| Product warranties | | | [removed: 123.4] [added: 134.7] | | | | | | [removed: 122.8] [added: 123.4] | | |

| Pension liabilities | | | [removed: 11.0] [added: 7.4] | | | | | | [removed: 10.5] [added: 11.0] | | |

| Long-term operating lease liabilities | | | [removed: 23.5] [added: 37.1] | | | | | | [removed: 27.9] [added: 23.5] | | |

| Other liabilities | | | [removed: 118.2] [added: 130.4] | | | | | | [removed: 145.7] [added: 118.2] | | |

| Total Liabilities | | | [removed: 1,356.5] [added: 1,284.8] | | | | | | [removed: 1,369.5] [added: 1,356.5] | | |

| Class A Common Stock (shares issued [removed: 26,014,825] [added: 25,993,539] and [removed: 26,023,132] [added: 26,014,825] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively) | | | [removed: 130.1] [added: 130.0] | | | | | | 130.1 | | |

| Common Stock (shares issued [removed: 164,692,769] [added: 164,714,053] and [removed: 164,684,460] [added: 164,692,769] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively) | | | 164.7 | | | | | | 164.7 | | |

| Capital in excess of par value | | | [removed: 601.3] [added: 614.4] | | | | | | [removed: 578.2] [added: 601.3] | | |

| Retained earnings | | | [removed: 3,601.3] [added: 3,951.8] | | | | | | [removed: 3,258.1] [added: 3,601.3] | | |

| Accumulated other comprehensive loss | | | [removed: (111.9)] [added: (98.6)] | | | | | | [removed: (84.2)] [added: (111.9)] | | |

| Treasury stock at cost | | | [removed: (2,502.0)] [added: (2,904.3)] | | | | | | [removed: (2,202.5)] [added: (2,502.0)] | | |

February 10, 2026

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| | | | 2025 | | | | | | 2024 | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| Proceeds from debt | | | 1,087.3 | | | | | | 1,100.1 | | | | | | 688.0 | | |

| Repayments of debt | | | (1,124.9) | | | | | | (1,030.4) | | | | | | (906.1) | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| Net earnings | | | 546.2 | | | | | | 533.6 | | | | | | 556.6 | | |

| Foreign currency translation adjustments | | | 13.1 | | | | | | (24.0) | | | | | | 3.8 | | |

| Unrealized net gain (loss) on cash flow derivative instruments, less related income tax (provision) benefit of $(0.4) in 2025, $0.7 in 2024 and $1.4 in 2023 | | | 1.3 | | | | | | (2.2) | | | | | | (4.2) | | |

| Change in pension liability less related income tax benefit of $0.4 in 2025, $0.5 in 2024 and $0.5 in 2023 | | | (1.1) | | | | | | (1.5) | | | | | | (1.4) | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| Acquired obligations | | | 1.1 | | | | | | — | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), which modernizes the accounting guidance for internal-use software costs by eliminating the requirement to assess software development stages and introduces a new capitalization threshold.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently in the process of reviewing the guidance and evaluating its impact on its financial statements.

As a result of adoption, income tax disclosures for prior periods presented have been revised to conform to the new disclosure requirements.

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

The Rest of World segment is primarily comprised of China, India, and Europe.

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

commercial buildings while residential boilers are used in homes, apartments and condominiums.

(1)Includes the results of Pureit from the fourth quarter 2024, the period of acquisition.

The Company incurred acquisition costs of approximately $1.4 million.

The following table summarizes the final allocation of the fair value of the assets acquired and liabilities assumed at the date of acquisition.

Of the $56.4 million of acquired identifiable intangible assets, $48.5 million was assigned to trademarks that are not subject to amortization, $3.7 million was assigned to patents which are amortized over 15 years, and the remaining $4.2 million million was assigned to customer relationships which are amortized over two to three years.

The excess of the acquisition purchase price over the fair value assigned to the assets acquired and liabilities assumed was recorded as goodwill.

The allocation of the purchase price to goodwill decreased by $0.8 million in 2025 due to valuation adjustments related to identifiable intangible assets.

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| (dollars in millions) | | | | | |

| Current assets | | | $ | 5.6 | |

| Property, plant and equipment | | | 0.6 | | |

| Intangible assets | | | 56.4 | | |

| Goodwill | | | 63.9 | | |

| Total assets acquired | | | 126.5 | | |

| Net assets acquired | | | $ | 124.6 | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| (dollars in millions) | | | December 31, 2025 | | |

February 11, 2025

| | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Long-term debt incurred (repaid) | | | 69.7 | | | | | | (218.1) | | | | | | 150.6 | | |

1.

Organization and Significant Accounting Policies (continued)

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The Company is currently evaluating the impact the adoption of ASU 2023-09 will have on its annual disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.” The update is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

The update is effective for the Company beginning with its 2024 annual disclosures and interim periods beginning in 2025,

with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements.

Due to the close proximity of the acquisition date and the Company's filing of its annual report on Form 10-K for the year ended December 31, 2024, the initial accounting for the business combination is incomplete and is pending identification and measurement of the assets acquired and liabilities assumed.

Therefore, the Company is unable to disclose the information required by ASC 805, *Business Combinations*.

Such information will be included in the Company's subsequent Form 10-Q.

At December 31, 2024, the purchase price allocated to Goodwill was $117.9 million and the payment of $6.7 million was included in Other current assets within the Company’s consolidated financial statements.

*2022 Acquisitions*

During the second quarter of 2022, the Company acquired a privately-held water treatment company.

The Company paid an aggregate cash purchase price of $5.5 million, net of cash acquired.

The addition of the company acquired expands the Company's water treatment platform and is included in the North America segment for reporting purposes.

In addition, in the third quarter of 2022, the Company incurred $4.3 million of expenses and related income tax benefit of $1.1 million associated with a terminated acquisition.

These expenses were related to the due diligence of a prospective acquisition target and recorded within selling, general and administrative expenses in the consolidated statement of earnings.

| 2025 | | | $ | 12.4 | |

| 2026 | | | 7.6 | | |

| 2027 | | | 4.8 | | |

| 2028 | | | 3.1 | | |

| 2029 | | | 2.1 | | |

| After 2029 | | | 10.7 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Charges | | | 0.3 | | | | | | 2.9 | | | | | | 15.6 | | | | | | 18.8 | | |

| | | | 1,495.9 | | | | | | 1,418.6 | | |

| Balance at December 31, 2022 | | | $ | 561.1 | | | | | $ | 58.6 | | | | | $ | 619.7 | |

| Currency translation adjustment | | | 2.6 | | | | | | (0.1) | | | | | | 2.5 | | |

| Acquisitions | | | 11.2 | | | | | | — | | | | | | 11.2 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Based on this evaluation, our management has concluded that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective.

Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated financial statements and the effectiveness of internal controls over financial reporting as of December 31, [removed: 2024] [added: 2025] as stated in their report which is included herein.

There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the year ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to Pureit.

The acquisition constituted 3.8 percent and 6.5 percent of total assets and net assets, respectively, as of December 31, 2024 and less than 0.5 percent of net sales and net earnings for the year then ended.

[Table of Contents](#i962149cd359f490c80491d251f1f6a6f_7)

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

We have audited A. O. Smith Corporation’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, A. O. Smith Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 11, 2025] [added: 10, 2026] expressed an unqualified opinion thereon.

February 10, 2026

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

As indicated in the accompanying Management Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Pureit, which is included in the 2024 consolidated financial statements of the Company and constituted 3.8 percent and 6.5 percent of total assets and net assets, respectively, as of December 31, 2024 and less than 0.5 percent of net sales and net earnings for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Pureit.

February 11, 2025

The information included under the headings “Election of Directors” and “Board Committees” in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (to be filed with the Securities and Exchange Commission (SEC) under Regulation 14A within 120 days after the end of the registrant’s fiscal year) is incorporated herein by reference.

The information included under the heading “Compliance with Section 16(a) of the Securities Exchange Act” in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) is incorporated herein by reference.

The information included under the headings "Executive Compensation," "Director Compensation," and "Report of the Personnel and Compensation Committee" in the Company's Definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) is incorporated herein by reference.

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

The information included under the headings “Principal Stockholders” and “Security Ownership of Directors and Management” in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) is incorporated herein by reference.

The following table provides information about our equity compensation plans as of December 31, [removed: 2024.][added: 2025.]

(1)Consists of [removed: 1,395,841] [added: 1,296,829] shares subject to stock options, [removed: 428,234] [added: 585,887] shares subject to employee share units, [removed: 215,741] [added: 201,903] shares subject to director share units and [removed: 74,398] [added: 109,701] shares subject to performance stock units.

| Equity compensation plans approved by security holders | | | 2,194,320 | | | (1) | | | | | | $ | 56.10 | | (2) | | | | | | 2,028,442 | | | (3) | | |

| Total | | | 2,194,320 | | | | | | | | | 56.10 | | | | | | | | | 2,028,442 | | | | | |

| Equity compensation plans approved by security holders | | | 2,114,214 | | | (1) | | | | | | $ | 55.07 | | (2) | | | | | | 2,291,099 | | | (3) | | |

| Total | | | 2,114,214 | | | | | | | | | 55.07 | | | | | | | | | 2,291,099 | | | | | |

The information included under the headings “Director Independence and Financial Literacy”, “Compensation Committee Interlocks and Insider Participation” and “Procedure for Review of Related Party Transactions” in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) is incorporated herein by reference.

The information included under the heading “Report of the Audit Committee” in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (to be filed with the SEC under Regulation 14A within 120 days after the end of the registrant’s fiscal year) required by this Item 14 is incorporated herein by reference.

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

| [Consolidated Balance Sheets at December 31, [removed: 202](#i962149cd359f490c80491d251f1f6a6f_64)[4](#i962149cd359f490c80491d251f1f6a6f_64)] [added: 202](#i1de722994910418ea076e2893b84ba6c_64)[5](#i1de722994910418ea076e2893b84ba6c_64)] [and [removed: 202](#i962149cd359f490c80491d251f1f6a6f_64)[3](#i962149cd359f490c80491d251f1f6a6f_64)] [added: 20](#i1de722994910418ea076e2893b84ba6c_64)[24](#i1de722994910418ea076e2893b84ba6c_64)] | | | [removed: [30](#i962149cd359f490c80491d251f1f6a6f_64)] [added: [31](#i1de722994910418ea076e2893b84ba6c_64)] | | |

| For each of the three years in the period ended December 31, [removed: 2024:] [added: 2025:] | | | | | |

| [‑ Consolidated Statement of [removed: Earnings](#i962149cd359f490c80491d251f1f6a6f_67)] [added: Earnings](#i1de722994910418ea076e2893b84ba6c_67)] | | | [removed: [31](#i962149cd359f490c80491d251f1f6a6f_67)] [added: [32](#i1de722994910418ea076e2893b84ba6c_67)] | | |

| [‑ Consolidated Statement of Comprehensive [removed: Earnings](#i962149cd359f490c80491d251f1f6a6f_70)] [added: Earnings](#i1de722994910418ea076e2893b84ba6c_70)] | | | [removed: [31](#i962149cd359f490c80491d251f1f6a6f_70)] [added: [32](#i1de722994910418ea076e2893b84ba6c_70)] | | |

| [‑ Consolidated Statement of Cash [removed: Flows](#i962149cd359f490c80491d251f1f6a6f_73)] [added: Flows](#i1de722994910418ea076e2893b84ba6c_73)] | | | [removed: [32](#i962149cd359f490c80491d251f1f6a6f_73)] [added: [33](#i1de722994910418ea076e2893b84ba6c_73)] | | |

| [‑ Consolidated Statement of Stockholders’ [removed: Equity](#i962149cd359f490c80491d251f1f6a6f_76)] [added: Equity](#i1de722994910418ea076e2893b84ba6c_76)] | | | [removed: [33](#i962149cd359f490c80491d251f1f6a6f_76)] [added: [34](#i1de722994910418ea076e2893b84ba6c_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i962149cd359f490c80491d251f1f6a6f_79)] [added: Statements](#i1de722994910418ea076e2893b84ba6c_79)] | | | [removed: [34](#i962149cd359f490c80491d251f1f6a6f_79)\-59] [added: [35](#i1de722994910418ea076e2893b84ba6c_79)\-55] | | |

| [Schedule II—Valuation and Qualifying [removed: Accounts](#i962149cd359f490c80491d251f1f6a6f_178)] [added: Accounts](#i1de722994910418ea076e2893b84ba6c_181)] | | | [removed: [68](#i962149cd359f490c80491d251f1f6a6f_178)] [added: [64](#i1de722994910418ea076e2893b84ba6c_181)] | | |

3.Exhibits - see the Index to Exhibits on pages [removed: 65-66] [added: 61-62] of this report.

[Table of [removed: Contents](#i962149cd359f490c80491d251f1f6a6f_7)][added: Contents](#i1de722994910418ea076e2893b84ba6c_7)]

| | | | [removed: (g)] [added: (h)] | | | The corporation has instruments that define the rights of holders of long-term debt that are not being filed with this Registration Statement in reliance upon Item 601(b)(4)(iii) of Regulation S-K. The Registrant agrees to furnish to the SEC, upon request, copies of these instruments. | | |

| (21) | | | | | | [removed: [Subsidiaries.](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex21.htm)] [added: [Subsidiaries.](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex21.htm)] | | |

| (23) | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex23.htm)] | | |

| (31.1) | | | | | | [Certification by the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February [removed: 1](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex311.htm)[1](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex311.htm)[, 202](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex311.htm)[5](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex311.htm)[.](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex311.htm)] [added: 1](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex311.htm)[0](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex311.htm)[, 202](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex311.htm)[6](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex311.htm)[.](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex311.htm)] | | |

| (31.2) | | | | | | [Certification by the Executive Vice-President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act, dated February [removed: 1](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex312.htm)[1](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex312.htm)[, 202](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex312.htm)[5](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex312.htm)[.](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex312.htm)] [added: 1](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex312.htm)[0](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex312.htm)[, 202](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex312.htm)[6](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex312.htm)[.](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex312.htm)] | | |

| (32.1) | | | | | | [Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex321.htm)] | | |

| (32.2) | | | | | | [Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex322.htm)] | | |

| (101) | | | | | | The following materials from A. O. Smith Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2024] [added: 2025] are filed herewith, formatted in XBRL (Extensive Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (ii) the Consolidated Statement of Earnings for the three years ended December 31, [removed: 2024,] [added: 2025,] (iii) the Consolidated Statement of Comprehensive Earnings for the three years ended December 31, [removed: 2024,] [added: 2025,] (iv) the Consolidated Statement of Cash Flows for the three years ended December 31, [removed: 2024,] [added: 2025,] (v) the Consolidated Statement of Stockholders’ Equity for the three years ended December 31, [removed: 2024] [added: 2025] and (vi) the Notes to Consolidated Financial Statements. | | |

| [removed: | | |] [added: President and Chief Executive Officer] | | | | | | [removed: Kevin J. Wheeler Chairman and Chief Executive Officer] | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of February [removed: 11, 2025] [added: 10, 2026] by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| [removed: Chairman and Chief Executive Officer] | | | | | | | | | [added: Stephen M. Shafer President and Chief Executive Officer | | |]

Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| Valuation allowance for trade and notes receivable | | | [removed: $ |] 10.1 | | | | | [removed: $] | 3.1 | | | | | [removed: $] | — | | | | | [removed: $] | (0.3) | | | | | [removed: $] | 12.9 | | [added: |]

| Valuation allowance for trade and notes receivable | | | [removed: $ |] 9.5 | | | | | [removed: $] | 1.1 | | | | | [removed: $] | — | | | | | [removed: $] | (0.5) | | | | | [removed: $] | 10.1 | | [added: |]

| Valuation allowance for trade and notes receivable | | | $ | [removed: 9.5] [added: 12.9] | | | | | $ | [removed: 0.6] [added: 1.9] | | | | | $ | — | | | | | $ | [removed: (0.6)] [added: (0.7)] | | | | | $ | [removed: 9.5] [added: 14.1] | |

| Valuation allowance for deferred tax assets | | | [removed: 7.1] [added: 6.1] | | | | | | [removed: 1.2] [added: 4.3] | | | | | | — | | | | | | — | | | | | | [removed: 8.3] [added: 10.4] | | |

| | | | (g) | | | [Credit Agreement dated as of January 5, 2026, among A. O. Smith Corporation, the various lenders party thereto, and Bank of America, N.A., as administrative agents, incorporated by reference to Exhibit 4.1 in the current report on Form 8-K dated January 6, 2026.](https://www.sec.gov/Archives/edgar/data/91142/000009114226000003/creditagreement-01x05x20.htm) | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| (19) | | | | | | [A. O. Smith Corporation Insider Trading Compliance Policy.](https://www.sec.gov/Archives/edgar/data/91142/000009114226000008/aos-20251231xex19.htm) | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| Date: February 10, 2026 | | | By: | | | | | | /s/ Stephen M. Shafer | | |

| STEPHEN M. SHAFER | | | | | | /s/ Stephen M. Shafer | | |

| Director | | | | | | Stephen M. Shafer | | |

| | | | | | | | | |

| Executive Chairman of the Board | | | | | | Kevin J. Wheeler | | |

[Table of Contents](#i1de722994910418ea076e2893b84ba6c_7)

| 2025: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (19) | | | | | | [A.](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex19.htm) [](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex19.htm)[O.](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex19.htm) [Smith Corporation In](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex19.htm)[sider Tra](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex19.htm)[ding Comp](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex19.htm)[liance Policy](https://www.sec.gov/Archives/edgar/data/91142/000009114225000036/aos-20241231xex19.htm) | | |

| Date: February 11, 2025 | | | By: | | | | | | /s/ Kevin J. Wheeler | | |

| Director | | | | | | Kevin J. Wheeler | | |

| AJITA G. RAJENDRA | | | | | | /s/ Ajita G. Rajendra | | |

| Director | | | | | | Ajita G. Rajendra | | |

| 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |