SEC Filings

Watsco Says It Issued 338,176 Shares To Granite Group Sellers, Replacing Its Earlier Estimate

An amended 8-K gives the exact share count for the Granite Group deal, which closed October 9 at $505.0 million in total consideration.

Watsco has now disclosed in an amended 8-K that it issued 338,176 shares to the sellers of Granite Group Holdings when the deal closed on October 9. The count replaces the estimate in the original 8-K filed September 17, and the amendment was signed Wednesday.

What the amendment changes

The explanatory note says the filing exists solely to give the precise number of shares issued at closing. Everything else in the original 8-K stands unchanged, the company said.

The shares are one part of the price. Watsco agreed to pay aggregate consideration of $505.0 million, subject to a customary post-closing price adjustment, with 80% in cash and 20% in common stock.

The share count is set by a formula: 20% of the purchase price divided by the daily volume-weighted average price of Watsco common stock on the New York Stock Exchange over the ten trading days before closing.

The shares are unregistered. Watsco offered them under Section 4(a)(2) of the Securities Act and Rule 506(b), and the parties represented that all securityholders entitled to vote on the mergers are accredited investors, a status defined in Rule 501(a).

The deal and what it leaves open

Watsco signed the merger agreement on September 12. Two mergers leave Granite Group Holdings and BBH Granite Buyer as wholly owned subsidiaries of Watsco.

Granite Group Holdings is a distributor of plumbing and HVAC products with about $500 million in sales across seven Northeastern states, the filing says.

Because the $505.0 million is subject to a post-closing adjustment, the final purchase price can still move once that adjustment is settled. That would change the dollar value of the consideration.

Watsco shares closed at $295.09 in Wednesday trading, up 1.23% for the session, which ended before the filing was accepted at 4:08 p.m. ET.

The filing is signed by Chief Financial Officer Ana M. Menendez and dated October 14, 2026; the post-closing price adjustment is the one number still to be settled.