Form 8-K

8-K — SMITH A O CORP

Accession: 0000091142-26-000091

Filed: 2026-06-22

Period: 2026-06-22

CIK: 0000091142

SIC: 3630 (HOUSEHOLD APPLIANCES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — aos-20260622.htm (Primary)

EX-99.1 (a06222026exhibit991.htm)

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8-K

8-K (Primary)

Filename: aos-20260622.htm · Sequence: 1

aos-20260622

0000091142FALSE00000911422026-06-222026-06-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————————————

FORM 8-K

——————————————

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2026

——————————————

A. O. Smith Corporation

(Exact name of registrant as specified in its charter)

——————————————

Delaware 1-475 39-0619790

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

11270 West Park Place, Milwaukee, Wisconsin 53224

(Address of principal executive offices, including zip code)

(414) 359-4000

(Registrant’s telephone number)

——————————————

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13-e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading

Symbol(s) Name of each exchange

on which registered

Common Stock (par value $1.00 per share) AOS New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 22, 2026, A. O. Smith Corporation (“the Company”) issued a news release announcing that, effective July 1, 2026, Kevin J. Wheeler will retire as Executive Chairman of the Company. Mr. Wheeler will remain a member of the Board of Directors. Effective at the time of Mr.Wheeler’s retirement as Executive Chairman, Stephen M. Shafer will assume the role of Chairman of the Company. Mr. Shafer currently serves and will continue to serve as the Company’s President and Chief Executive Officer and as a director. Mr. Shafer joined the Company as President and Chief Operating Officer in March of 2024. He was named President and Chief Executive Officer on July 1, 2025, and was elected a director of the Company on that same day. A copy of the Company’s news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

The following exhibit is being filed herewith:

(99.1) News Release of A. O. Smith Corporation, dated June 22, 2026

104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

A. O. SMITH CORPORATION

Date: June 22, 2026

By: /s/James F. Stern

James F. Stern

Executive Vice President, Corporate Development, Strategy and Secretary

EX-99.1

Filename: a06222026exhibit991.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Media Relations:

Curt Selby

414-359-4191

curt.selby@aosmith.com

Investor Relations:

Helen Gurholt

414-359-4157

hgurholt@aosmith.com

June 22, 2026

Kevin Wheeler to Retire as Executive Chairman;

President and CEO Stephen Shafer Named Chairman

Milwaukee, Wis. – A. O. Smith Corporation (NYSE: AOS), a global leader in water technology, announced today that Executive Chairman Kevin Wheeler will retire effective July 1. The company’s board of directors has elected Stephen Shafer, president and chief executive officer (CEO), as chairman upon Wheeler’s retirement. Wheeler will remain a member of the company’s board of directors.

“Kevin’s impact on A. O. Smith spans three decades,” said Chris Mapes, lead director of the board. “During his tenure, the company expanded its global footprint, strengthened its portfolio through multiple acquisitions and successfully navigated the challenges of the COVID-19 pandemic while maintaining strong operational performance.”

Wheeler joined A. O. Smith in 1994 as a regional sales manager for the former Water Products Company and held various senior leadership roles across the business before becoming president and CEO in 2018 and chairman in 2020.

Shafer, who has served as president and CEO since July 2025, becomes the 11th CEO to assume the role of chairman in the company’s history. He joined A. O. Smith in 2024 as president and chief operating officer. As chairman, Shafer will lead the board of directors and continue to oversee the company’s global operations, strategic direction, profitability and shareholder return.

“Steve has demonstrated strong, strategic leadership and a deep understanding of our business and growth opportunities,” said Mapes. “His combined role as chairman and CEO will further strengthen alignment across our strategy, operations and long-term value creation.”

Before joining A. O. Smith, Shafer held roles of increasing responsibility at 3M Company across multiple business units in the U.S. and China. Earlier in his career, he worked at McKinsey & Co. and Ford Motor Company. Shafer serves on the boards of the Air Conditioning, Heating, and Refrigeration Institute and the Metropolitan Milwaukee Association of Commerce, as well as the Executive Advisory Board for WorkBoard Inc.

“As chairman, I will continue leading this outstanding company and team with focus and discipline,” said Shafer. “We remain committed to driving innovation, serving our customers and advancing our purpose to find a better way. I would also like to thank Kevin for his leadership and continued support through this transition and look forward to benefiting from his continued guidance as a member of our board going forward.”

About A. O. Smith

A. O. Smith Corporation, headquartered in Milwaukee, Wisconsin, is a global leader applying innovative technology and energy-efficient solutions to products manufactured and marketed worldwide. Listed on the New York Stock Exchange (NYSE: AOS), the company is one of the world’s leading manufacturers of residential and commercial water heating equipment and boilers, as well as a manufacturer of water treatment and water management products. For more information, visit www.aosmith.com.

SOURCE: A. O. Smith Corporation

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