华斯科美股招股说明书(2026-06-04版)

517,884 SHARES OF COMMON STOCK This prospectus supplement relates to the offer and sale by the selling shareholders identified herein of an aggregate of 517,884 shares of Commonstock of Watsco, Inc. We issued these shares on June1, 2026 in a private transaction in connection with our acquisition of substantially all of the assetsof Jackson Supply Company, a Texas corporation, pursuant to an asset purchase agreement entered into by and among us, the selling shareholders and Our Common stock is listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “WSO.” On June2, 2026, the last reportedsale price for our Common stock on the NYSE was $363.86 per share. The selling shareholders identified in this prospectus supplement or their respective successors, including their respective pledgees, donees,transferees, assignees and other successors-in-interest, may offer the shares from time to time in one or more public or private transactions at fixedprices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The shares may beoffered by the selling shareholders directly to investors, through one or more broker-dealers or agents, or through any other manner permitted by law, on Investing in our securities involves risks. See “Risk Factors” on page S-1 of this prospectus supplement. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED ORDISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYINGPROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. TABLE OF CONTENTS Prospectus Supplement About This Prospectus SupplementRisk FactorsUse Of ProceedsSelling ShareholdersPlan of DistributionLegal MattersIncorporation of Certain Documents by Reference About This ProspectusRisk Factors ABOUT THIS PROSPECTUS SUPPLEMENT We are providing information to you about this offering in two parts. The first part is this prospectus supplement, which provides the specificdetails regarding this offering. The second part is the accompanying base prospectus, which provides general information. Generally, when we refer tothis “prospectus,” we are referring to both documents combined. Some of the information in the base prospectus may not apply to this offering. If You should rely only on the information contained in, or incorporated by reference in, this prospectus supplement, the accompanying prospectusand any free writing prospectus related to this offering prepared by us or on our behalf or otherwise authorized by us. We have not, and the sellingshareholders have not, authorized anyone to provide you with different information, and if anyone provides you with different or inconsistentinformation, you should not rely on it. We are not, and the selling shareholders are not, making an offer to sell, or a solicitation of an offer to purchase,these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus References in this prospectus supplement to the “Registrant,” “Watsco,” “we,” “us,” and “our” refer to Watsco, Inc., a Florida corporation, and itssubsidiaries, unless the context requires otherwise. RISK FACTORS An investment in our securities involves significant risks. You should consult with your own financial and legal advisers and carefully consider,among other matters, the risks described in our Annual Report on Form 10-K for the year ended December31, 2025 and the other documentsincorporated herein by reference. You should carefully consider the risks described in those reports and the other information in this prospectus USE OF PROCEEDS We will not receive any proceeds from any selling shareholders’ sale of the shares of Common stock offered under this prospectus supplement andthe accompanying prospectus. SELLING SHAREHOLDERS On June1, 2026 (the “Closing Date”), we consummated the acquisition of substantially all of the assets of the HVAC distribution business ofJackson Supply Company, a Texas corporation (“JSC”), pursuant to an asset purchase agreement, dated as of April23, 2026, entered into by and amongus, the selling shareholders and the other parties thereto (the “Purchase Agreement”) and issued an aggregate of 517,884 shares of Common stock ofWatsco, Inc., of which 65,389 shares (the “Escrow Shares”) will be held in escrow for a period of up to 12months following the Closing Date inconnection with customary purchase price adjustments and indemnification obligations of JSC. We issued all such shares of Common stock in a private No selling shareholder currently holds, nor has any selling shareholder held within the past three years, any position or office with us or any of ourpredecessors or affiliates, nor does any selling shareholder currently have, or has had within the past three years, any other material relationship w