Watsco (NYSE: WSO) to buy Jackson Supply with $198M in stock

Rhea-AI Filing Summary

Watsco, Inc. agreed to acquire the HVAC distribution business of Jackson Supply by issuing Common Stock valued at $198.0 million, net of the Business’ debt and transaction expenses. The exact number of shares will be based on the 10-day volume-weighted average price of Watsco’s stock before closing.

Using the 10 most recent trading days ended April 27, 2026 and before any adjustments, this would equal an estimated 458,985 shares, with $25.0 million of stock held in escrow for up to 12 months for purchase price adjustments and indemnification. The shares will be issued as unregistered securities under a private placement exemption.

Insights

Equity capital markets analyst

Watsco plans a $198M stock-funded acquisition using unregistered shares.

Watsco is using Common Stock valued at $198.0 million to buy Jackson Supply’s HVAC distribution business. The share count will be set using a 10-day volume-weighted average price, so any move in the stock before closing directly affects dilution.

About $25.0 million of stock will be held in escrow for up to 12 months to cover purchase price adjustments and indemnity claims, shifting some post-closing risk back to the seller. The unregistered issuance relies on a Section 4(a)(2) private placement exemption, supported by the seller’s accredited investor status.

The transaction closes only if customary conditions, including regulatory approvals and accurate representations, are met. Actual impact on shareholders depends on final debt and expense adjustments that determine the precise share issuance at closing.

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

Stock consideration value: $198.0 million Estimated consideration shares: 458,985 shares Escrowed consideration: $25.0 million +3 more

6 metrics

Stock consideration value $198.0 million Value of Watsco Common Stock to acquire Jackson Supply business, net of debt and expenses

Estimated consideration shares 458,985 shares Estimated Watsco Common Stock issuance based on 10-day VWAP ended April 27, 2026

Escrowed consideration $25.0 million Portion of consideration shares held in escrow for up to 12 months

Escrow duration Up to 12 months Period escrowed shares may be held post-closing for adjustments and indemnification

VWAP period 10 trading days Daily volume-weighted average price period used to set share count

Securities Act exemption Section 4(a)(2) Exemption relied upon for unregistered issuance of consideration shares

Key Terms

asset purchase agreement, volume-weighted average price, Consideration Shares, accredited investor, +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.

volume-weighted average price financial

"divided by the daily volume-weighted average price of the Common Stock on the New York Stock Exchange"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Consideration Shares financial

"the Company has agreed to issue to Seller a number of shares ... (the “Consideration Shares”)"

accredited investor financial

"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.

Section 4(a)(2) of the Securities Act regulatory

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

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Understanding 8-K Material Events →

0000105016false00001050162026-04-232026-04-230000105016us-gaap:CommonClassBMember2026-04-232026-04-230000105016us-gaap:CommonStockMember2026-04-232026-04-23

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): 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. ☐

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.

Based on the daily volume-weighted average price of the Common Stock on the New York Stock Exchange for the ten most recent trading days ended April 27, 2026, and assuming no adjustments for debt or transaction expenses, the Company would issue an aggregate of 458,985 Consideration Shares to Seller at Closing. The foregoing number of Consideration Shares is only an estimate, and the actual number of Consideration Shares to be issued under the Purchase Agreement is subject to Closing and the finalization of the calculations and purchase price adjustments set forth above.

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:	April 29, 2026	By:	/s/ Ana M. Menendez
			Ana M. Menendez, Chief Financial Officer

FAQ

What transaction did Watsco (WSO) disclose involving Jackson Supply?

Watsco agreed to acquire the HVAC distribution business of Jackson Supply. It will pay using Common Stock valued at $198.0 million, net of the business’ debt and transaction expenses, under an asset purchase agreement with closing subject to customary regulatory and contractual conditions.

How many Watsco shares are estimated to be issued in this deal?

Based on the 10-day volume-weighted average price through April 27, 2026, Watsco estimates issuing 458,985 shares. This figure is preliminary and will be updated at closing for final debt, transaction expenses, and purchase price adjustments specified in the asset purchase agreement.

How is the $198.0 million Watsco consideration for Jackson Supply structured?

Watsco will issue Common Stock equal in value to $198.0 million, net of Jackson’s business debt and transaction expenses. The number of shares will be calculated by dividing that amount by the 10-day volume-weighted average Watsco share price immediately before closing of the transaction.

What portion of Watsco’s stock consideration will be placed in escrow?

Watsco will place $25.0 million worth of the consideration shares into escrow. Those escrowed shares will be held for up to 12 months after closing to support customary purchase price adjustments and indemnification obligations owed by the seller under the purchase agreement.

Under what securities law exemption will Watsco issue the consideration shares?

Watsco will issue the consideration shares as unregistered securities under Section 4(a)(2) of the Securities Act. The seller represented it is an accredited investor and is acquiring the shares for investment, supporting reliance on this private placement exemption from registration.

What are the key closing conditions for Watsco’s acquisition of Jackson Supply’s business?

Closing depends on customary conditions, including required regulatory approvals. The parties must also have accurate representations and warranties and materially perform their covenants under the purchase agreement before the stock-for-assets transaction can be completed and the consideration shares issued.

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