Watsco (NYSE: WSO) issues 517,884 shares for Jackson Supply acquisition

Rhea-AI Filing Summary

Watsco, Inc. has updated its earlier disclosure to report the exact number of shares issued for its acquisition of Jackson Supply Company’s HVAC distribution business. At the June 1, 2026 closing, Watsco issued 517,884 shares of common stock as consideration.

The purchase price was set at $198.0 million, net of Jackson’s business debt and transaction expenses, divided by the 10-day volume‑weighted average trading price before closing. Of the consideration shares, $25.0 million worth will be held in escrow for up to 12 months for purchase price adjustments and indemnification.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Equity purchase price: $198.0 million Consideration shares issued: 517,884 shares Escrow portion: $25.0 million +3 more

6 metrics

Equity purchase price $198.0 million Net of business debt and transaction expenses for Jackson Supply HVAC business

Consideration shares issued 517,884 shares Common stock issued at closing on June 1, 2026

Escrow portion $25.0 million Value of consideration shares held in escrow for up to 12 months

Escrow period up to 12 months Post-closing period for purchase price adjustments and indemnification

Agreement date April 23, 2026 Date Watsco entered the asset purchase agreement

Closing date June 1, 2026 Date the Jackson Supply business acquisition closed

Key Terms

asset purchase agreement, Consideration Shares, escrow, Section 4(a)(2), +1 more

5 terms

asset purchase agreement financial

"entered into an asset purchase agreement (the “Purchase Agreement”) together with Jackson Supply Company"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

Consideration Shares financial

"divided by the daily volume-weighted average price of the Common Stock ... (the “Consideration Shares”)"

escrow financial

"$25.0 million of such shares will be held in escrow for a period of up to 12 months"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

Section 4(a)(2) regulatory

"in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

accredited investor regulatory

"Seller represented to the Company that it is an “accredited investor” as defined in Rule 501(a)"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

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Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2026

WATSCO, INC.

(Exact name of Registrant as Specified in Its Charter)

Florida			1-5581	59-0778222
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2665 South Bayshore Drive Suite 901
Miami, Florida				33133
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 714-4100

N/A

(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 Symbols		Name of each exchange on which registered
Common stock, $0.50 par value		WSO		New York Stock Exchange
Class B common stock, $0.50 par value		WSOB		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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Watsco, Inc., a Florida corporation (the “Company”), with the Securities and Exchange Commission on April 29, 2026 (the “Original Form 8-K”). As previously reported in Original Form 8-K, the Company disclosed an estimated number of Consideration Shares to be issued at the Closing of the Company’s acquisition of the Business (as such terms are defined in the Original Form 8-K and below) of Jackson Supply Company, and this Amendment is being filed to update the disclosure contained in Item 3.02 of the Original Form 8-K solely to provide the precise number of Consideration Shares issued at Closing, which occurred on June 1, 2026. Except as set forth in this Amendment, the disclosure contained in the Original Form 8-K remains unchanged.

Item 3.02 Unregistered Sales of Equity Securities.

On April 23, 2026, Watsco, Inc., a Florida corporation (the “Company”), entered into an asset purchase agreement (the “Purchase Agreement”) together with Jackson Supply Company, a Texas corporation (“Seller”), Jackson Supply LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Buyer”), and the other parties thereto, pursuant to which Buyer has agreed to purchase the assets, and assume certain of the liabilities, comprising the HVAC distribution business of Jackson (the “Business”). Pursuant to the Purchase Agreement, upon consummation of the contemplated transaction (the “Closing”), the Company has agreed to issue to Seller a number of shares of the Company’s Common stock, par value $0.50 per share (“Common Stock”), equal to $198.0 million, net of the Business’ debt and transaction expenses, divided by the daily volume-weighted average price of the Common Stock on the New York Stock Exchange for the ten most recent trading days immediately preceding the Closing (the “Consideration Shares”). Of the Consideration Shares, $25.0 million of such shares will be held in escrow for a period of up to 12 months following the Closing in connection with customary purchase price adjustments and indemnification obligations of Seller. Closing is subject to the satisfaction or waiver of customary closing conditions, including regulatory approval, the accuracy of the parties’ respective representations and warranties and the performance in all material respects of the parties’ respective covenants under the Purchase Agreement.

The Closing occurred on June 1, 2026, and the Company issued an aggregate of 517,884 Consideration Shares to Seller.

The Consideration Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Company offered the Consideration Shares in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act. Seller represented to the Company that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act and that it is acquiring the Consideration Shares for investment and not with a view to distribution thereof in violation of the Securities Act.

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.

			WATSCO, INC.
Date:	June 4, 2026	By:	/s/ Ana M. Menendez
			Ana M. Menendez, Chief Financial Officer

FAQ

What did Watsco (WSO) change in this amended filing?

Watsco updated its prior report to provide the precise number of shares issued for acquiring Jackson Supply’s HVAC distribution business. The amendment states that 517,884 common shares were delivered at closing on June 1, 2026 as stock consideration.

How many Watsco (WSO) shares were issued for the Jackson Supply acquisition?

Watsco issued an aggregate of 517,884 shares of common stock to Jackson Supply Company at closing. This share count represents the equity consideration calculated from a $198.0 million net purchase price using the 10‑day volume‑weighted average trading price before closing.

What was the purchase price structure in Watsco’s Jackson Supply deal?

The consideration was set at $198.0 million, net of Jackson Supply’s business debt and transaction expenses. Watsco agreed to pay this amount in common stock, with the share number based on the 10‑day volume‑weighted average trading price immediately before the June 1, 2026 closing.

How much of Watsco (WSO) stock is held in escrow from this transaction?

Of the total consideration shares, Watsco will hold $25.0 million worth of stock in escrow for up to 12 months after closing. This escrow supports customary purchase price adjustments and indemnification obligations from the seller under the asset purchase agreement.

Under what securities law exemption were Watsco’s consideration shares issued?

Watsco issued the Consideration Shares without registering them under the Securities Act of 1933. The company relied on the Section 4(a)(2) exemption, with the seller representing accredited investor status and an investment intent rather than immediate distribution.

When did Watsco (WSO) sign and close the Jackson Supply acquisition?

Watsco entered into the asset purchase agreement on April 23, 2026 and closed the transaction on June 1, 2026. At closing, it acquired Jackson Supply’s HVAC distribution business assets and assumed certain liabilities through its subsidiary Jackson Supply LLC.

Filing Exhibits & Attachments

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