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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) November 4, 2026
Comfort
Systems USA, Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
1-13011 |
|
76-0526487 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 9753 Katy Freeway, Suite
700 |
|
|
| Houston,
Texas |
|
77024 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code (713) 830-9600
(Former name or former address, if changed
since last report.)
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:
¨ Written
communications 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 13e-4(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, $0.01 par value |
|
FIX |
|
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 8.01 Other
Events.
The Company’s Board
of Directors has approved an amendment to the Company’s stock repurchase program to increase the shares authorized and remaining
as available to purchase back up to 1,000,000 shares by authorizing the Company to acquire up to 994,606 additional shares of its outstanding
common stock. The Company’s existing stock repurchase program had previously authorized the repurchase of up to 11,757,964 shares
of the Company’s outstanding common stock.
Through November 4, 2026,
the Company repurchased 11,752,570 shares of the Company’s common stock at an aggregate price of $1,711,769,315 (exclusive of excise
tax). This extension of the stock repurchase program will “top off” the plan and permit the Company to repurchase up to an
additional 1,000,000 shares of its currently outstanding common stock beyond what had already been purchased as of November 4, 2026.
The share repurchases will
be made from time to time at the Company’s discretion in the open market or privately negotiated transactions as permitted by securities
laws and other legal requirements, and subject to market conditions and other factors. The Company expects that the share repurchases
will be financed with available cash. The Company’s Board of Directors may modify, suspend, extend, or terminate the program at
any time.
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.
| |
|
COMFORT SYSTEMS USA, INC. |
| |
|
|
| |
|
|
| |
By: |
/s/ Rachel R. Eslicker |
| |
|
Rachel R. Eslicker |
| |
|
Senior Vice President and General Counsel |
Date: November 5, 2026
