WSO; WSOB Watsco Inc - 8-K/A

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.