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) ~~October~~November 2314, 2024

LOGO

WATSCO, INC.

(Exact name of registrant as specified in its charter)

Florida		1-5581		59-0778222
(State or other jurisdictionof incorporation)		(~~CommissionFile~~Commission File Number)		(IRS EmployerIdentification No.)

2665 South Bayshore Drive, Suite 901
2665 South Bayshore Drive, Suite 901Miami, Florida		33133
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 (see General Instruction A.2. below):

☐	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 2 5.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~November 2314, 2024, Watsco, Inc., a Florida corporation (the “Company”), ~~issued~~entered ainto ~~press~~an ~~release~~amended ~~reporting~~and ~~its~~restated ~~financial~~twenty-fifth ~~results~~amendment ~~for~~ (the ~~quarter~~“A&R Amendment”) to that certain Employment Agreement and ~~nine~~Incentive ~~months~~Plan, ~~ended~~dated ~~September~~January 3031, ~~2024.~~1996, Abetween ~~copy~~the ofCompany and the Company’s ~~press~~Chairman ~~release~~and isCEO, ~~furnished~~Albert H. Nahmad (as ~~Exhibit~~amended, 99the “Employment Agreement”).1 Pursuant to ~~this~~the ~~Current~~A&R ~~Report~~Amendment, onthe ~~Form~~maximum 8amount of Mr. Nahmad’s potential performance-Kbased ~~and~~stock isaward ~~hereby~~for ~~incorporated~~the byyear ~~reference~~ending December 31, 2024, payable solely in ~~this~~the ~~Item~~form 2of a restricted stock grant with cliff-vesting on October 15, 2032, has been increased from $10.020 to $20.0 million. The A&R Amendment effected no other changes to the Employment Agreement.

~~Item 7~~The foregoing description of the A&R Amendment is only a summary and is qualified in its entirety by reference to the full text of the A&R Amendment, a copy of which is filed as Exhibit 10.~~01.~~1 ~~Regulation~~to FDthis ~~Disclosure~~Current Report on Form 8-K and incorporated by reference in this Item 5.02.

~~The information set forth in~~ Item 29.0201. ofFinancial ~~this~~Statements ~~Current~~and ~~Report on Form 8-K is incorporated by reference in this Item 7~~Exhibits.~~01.~~

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall be deemed “furnished” and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

ExhibitNumber		Description
Exhibit Number		Description
99.1		Press release dated October 23, 2024 issued by Watsco, Inc.
10.1+		Amended and Restated Twenty-Fifth Amendment to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

+	Management contract or compensatory plan arrangement.

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.
Dated: October 23, 2024	By:	/s/ Ana M. Menendez
Dated: November 15, 2024	By:	/s/ Ana M. Menendez
	~~Ana M. Menendez,~~	Ana M. Menendez,
	~~Chief Financial Officer~~	Chief Financial Officer

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