Watsco (WSO) 424B5 Prospectus supplement for primary offering

0000105016WATSCO INC424B5EX-FILING FEEStrueCommon stock, $0.50 par valueCommon stock, $0.50 par valueS-3truefalseWatsco, Inc.Watsco, Inc.S-3Common stock, $0.50 par value 0000105016 2024-11-01 2024-11-01 0000105016 1 2024-11-01 2024-11-01 0000105016 2 2024-11-01 2024-11-01 0000105016 1 2024-11-01 2024-11-01 0000105016 2 2024-11-01 2024-11-01 iso4217:USD xbrli:pure

Exhibit 107

Calculation of Filing Fee Tables

Form

424(b)(5)

(Form Type)

Watsco, Inc

.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered (a)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity	Common stock, $0.50 par value	457(r) and Rule 457(o)	(1)	—	$400,000,000.00	0.00015310	$ 61,240.00 (2)	—	—	—	—
Fees Previously Paid	—	—	—	—	—	—	—	—	—	—	—	—
Carry Forward Securities
Carry Forward Securities	Equity	Common stock, $0.50 par value	415(a)(6)	—	—	$400,000,000	—	—	424(b)(5)	333-260758	11/04/2021	$59,040.00
	Total Offering Amounts					$400,000,000		$61,240.00
	Total Fees Previously Paid							-0-
	Total Fee Offsets							$59,040.00
	Net Fee Due							$2,200.00

(1) This prospectus supplement (“ Prospectus Supplement ”) relates to the offer by Watsco, Inc., a Florida corporation (the “ registrant ”), of up to $400,000,000.00 of the Company’s Common stock, par value $0.50 per share (the “ Common stock ”) in connection with the third amended and restated sales agreement, dated May 3, 2024 (the “ Sales Agreement ”), by and between the registrant and Robert W. Baird & Co. Incorporated. In accordance with Rule 416 under the Securities Act of 1933, as amended (the “ Securities Act ”), the registrant’s Registration Statement on Form S-3 (File No. 333-282975) (the “ Registration Statement ”) shall be deemed to cover any additional shares of Common stock to be offered or issued from stock splits, stock dividends, recapitalizations, or similar transactions with respect to the Common stock being registered.

(2) Calculated in accordance with Rules 456(b) and 457(r) under the Securities Act. Represents payment of registration fees previously deferred in connection with the Registration Statement paid herewith.

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims	Watsco, Inc.	S-3	333-260758	11/04/2021		$59,040.00	Equity	Common stock, $0.50 par value	—	$400,000,000
Fee Offset Sources	Watsco, Inc.	424(b)(5)	333-260758		05/03/24						$59,040.00 (3)

(3) On May 3, 2024, the registrant registered $400,000,000 of shares of its Common stock (the “ Prior Unsold Securities ”) pursuant to Supplement No. 3 (“ Supplement No.  3 ”) to the prospectus supplement dated November 4, 2021, as supplemented by supplement no. 1 dated February 25, 2022 and supplement no 2. dated November 3, 2023 (collectively, the “ Prior Prospectus Supplement ”) to its Registration Statement on Form S-3 (File No. 333-260758), which was filed with the Securities and Exchange Commission (the “ SEC ”) and became automatically effective on November 4, 2021 (the “ Prior Registration Statement ”), relating to the registrant’s “at-the-market” program pursuant to the Sales Agreement, none of which was sold under the Prior Prospectus Supplement and the Prior Registration Statement. In connection with the filing of Supplement No. 3, the registrant made a contemporaneous fee payment in the amount of $59,040.00 related to the Prior Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act, this Prospectus Supplement carries forward the Prior Unsold Securities, and the offering of the Prior Unsold Securities under the Prior Registration Statement was deemed terminated as of the effectiveness of the Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the entire $59,040.00 of the filing fee previously paid relating to the Prior Unsold Securities is being carried over to partially offset the $61,240.00 registration fee due for this offering.