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 14~~February 18, ~~2024~~2025

LOGO

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 901Miami, Florida		33133
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 (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	TradingSymbols	Name of each ~~exchangeon~~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 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

On ~~November~~February 1418, ~~2024~~2025, Watsco, Inc., a Florida corporation (the “Company”), ~~entered~~issued ~~into~~a anpress ~~amended~~release ~~and~~reporting ~~restated~~its ~~twenty-fifth~~financial ~~amendment~~results (for the ~~“A&R~~quarter ~~Amendment”) to that certain Employment Agreement~~ and ~~Incentive~~year ~~Plan,~~ended ~~dated January~~December 31, ~~1996,~~2024. ~~between~~A ~~the~~copy ~~Company~~of ~~and~~ the Company’s ~~Chairman~~press ~~and~~release ~~CEO,~~is ~~Albert~~furnished ~~H. Nahmad (~~as ~~amended,~~Exhibit ~~the “Employment Agreement”)~~99.1 ~~Pursuant~~ to ~~the~~this ~~A&R~~Current ~~Amendment,~~Report ~~the~~on ~~maximum~~Form ~~amount of Mr. Nahmad’s potential performance~~8-~~based~~K ~~stock~~and ~~award~~is ~~for~~hereby ~~the~~incorporated ~~year~~by ~~ending~~reference ~~December 31, 2024, payable solely~~ in ~~the~~this ~~form~~Item ~~of a restricted stock grant with cliff-vesting on October 15, 2032, has been increased from $10~~2.~~0 to $20~~02.~~0 million.~~ ~~The A&R Amendment effected no other changes to the Employment Agreement.~~

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 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 57.0201. Regulation FD Disclosure

The information set forth in Item 92.~~01.~~02 ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated by reference in this Item 7.01.

On February 18, 2025, the Company issued a press release announcing an 11% increase in its annual dividend rate to $12.00 per share on each outstanding share of its Common and Class B common stock. A copy of the Company’s press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference in this Item 7.01.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 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

Exhibit Number		Description
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.
99.1		Press release dated February 18, 2025 issued by Watsco, Inc.
99.2		Press release dated February 18, 2025 issued by Watsco, Inc.
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: November 15, 2024

/s/ Ana M. Menendez

Dated: February 18, 2025

/s/ Ana M. Menendez

Ana M. Menendez,

Chief Financial Officer

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