WSO-B · Watsco, Inc.

Watsco, Inc. entered into a definitive asset purchase agreement to acquire the HVAC distribution business of Jackson Supply Company. The consideration is approximately $198 million in Watsco common stock, with the exact number of shares determined by the volume-weighted average price over the ten trading days prior to closing. Based on recent prices, the company expects to issue about 458,985 shares. Of these, $25 million worth will be placed in escrow for up to 12 months to cover purchase price adjustments and indemnification. The transaction is expected to close upon satisfaction of customary conditions, including regulatory approval. The shares are being issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act, as the seller is an accredited investor acquiring for investment. This acquisition expands Watsco's HVAC distribution footprint in Texas.