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OTHER INFORMATION
−Removed: During the quarter ended December 31, 2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)
−Removed: under the Exchange Act or any “non-Rule
−Removed: trading arrangement ,
−Removed: ” as defined in Item 408 of Regulation S-K.
−Removed: Appointment of Director
−Removed: On February 25, 2025, the Board of Directors appointed Gary L.
−Removed: Tapella, 81, as a Common stock director to fill the vacancy on the Board of Directors formerly held by John A.
−Removed: Macdonald, whose term as a director expired at Watsco’s 2024 annual meeting of shareholders.
−Removed: The Board of Directors nominated Mr.
−Removed: Tapella to stand for election at the Company’s 2025 annual shareholder meeting for a term to expire at the Company’s 2028 annual meeting of shareholders.
−Removed: Tapella has served on Watsco’s Advisory Board since February 2022 and previously served as a Watsco director from 2006 to 2010.
−Removed: Tapella retired in 2005 after a 36-year career with Rheem Manufacturing Company, one of the Company’s principal suppliers, where he served in various leadership capacities, ultimately as President and Chief Executive Officer.
−Removed: Presently, he serves as an Operating Partner of One Rock Capital Partners, LLC, a value-oriented, operationally focused private equity firm.
−Removed: Prior to joining One Rock he was an Operating Partner at Ripplewood Holdings, LLC from 2005 to 2009.
−Removed: Tapella will participate in the standard non-employee director compensation arrangements described in the section entitled “Director Compensation” that is included in the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024.
−Removed: There are no arrangements or understandings between either Mr.
−Removed: Tapella, on the one hand, and any other person, on the other hand, pursuant to which he was appointed to the Board of Directors.
−Removed: Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which Mr.
−Removed: Tapella was or is to be a participant and in which any related person had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.
+Added: During the quarter ended December 31, 2025 , none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
−Removed: This part of Form 10-K,
−Removed: which includes Items 10 through 14, is omitted because we will file definitive proxy material pursuant to Regulation 14A not more than 120 days after the close of our most recently ended fiscal year, which proxy material will include the information required by Items 10 through 14 and is incorporated herein by reference.
+Added: This part of Form 10-K, which includes Items 10 through 14, is omitted because we will file definitive proxy material pursuant to Regulation 14A not more than 120 days after the close of our most recently ended fiscal year, which proxy material will include the information required by Items 10 through 14 and is incorporated herein by reference.
Insider Trading Policy
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Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and incorporated herein by reference).*
−Removed: Twenty-fifth Amendment dated January 1, 2024 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc.
−Removed: and Albert H.
−Removed: Nahmad (filed as Exhibit 10.1(z) to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference).*
Amended and Restated Twenty-fifth Amendment to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc.
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and Albert H.
+Added: (filed as Exhibit 10.1(bb) to the Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference).*
+Added: Twenty-seventh Amendment dated January 1, 2026 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc.
+Added: and Albert H.
2014 Incentive Compensation Plan (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2014 Annual Meeting of Shareholders and incorporated herein by reference).
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2025 Annual Report to Shareholders (with the exception of the information incorporated by reference into Items 7, 8 and 9 of this Annual Report on Form 10-K, the 2025 Annual Report to Shareholders is provided solely for the information of the SEC and is not deemed “filed” as part of this Form 10-K).
−Removed: Insider Trading Policy.
+Added: Insider Trading Policy (filed as Exhibit 19 to the Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference).
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm – Deloitte & Touche LLP.
−Removed: Consent of Independent Registered Public Accounting Firm – KPMG LLP.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL.
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* Management contract or compensation plan or arrangement.
+Added: (P) Paper filing.
FORM 10-K SUMMARY
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/s/ A LBERT H.
−Removed: Chairman of the Board and Chief Executive Officer (principal executive officer)
+Added: Chairman of the Board and Chief Executive Officer
+Added: (principal executive officer)
February 27, 2026
−Removed: / S / A NA M.
Chief Financial Officer
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M ICHAEL C USTER
−Removed: Michael Custer
February 27, 2026
+Added: Michael Custer
/s/ D ENISE D ICKINS
−Removed: Denise Dickins
February 27, 2026
−Removed: / S / Barry S.
+Added: Denise Dickins
Director and Executive Vice President
February 27, 2026
−Removed: / S / A NA L OPEZ - BLAZQUEZ
−Removed: Ana Lopez-Blazquez
+Added: /s/ A NA L OPEZ -B LAZQUEZ
February 27, 2026
+Added: Ana Lopez-Blazquez
/s/ A ARON J.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.