8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 7, 2024

Comfort

Systems USA, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code

(713

) 830-9600

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of the Company dated August 13, 2024 announcing that the Company’s Board of Directors has approved an amendment to the Company’s stock repurchase program to increase the shares authorized and remaining as available to purchase back up to 1,000,000 shares by authorizing the Company to acquire up to 411,426 additional shares of its outstanding common stock. The Company’s existing stock repurchase program had previously authorized the repurchase of up to 10,944,125 shares of the Company’s outstanding common stock.

Through August 7, 2024, the Company repurchased 10,355,551 shares of the Company’s common stock at an aggregate price of $299,559,997 (exclusive of excise tax). This extension of the stock repurchase program will “top off” the plan and permit the Company to repurchase up to an additional 1,000,000 shares of its currently outstanding common stock beyond what had already been purchased as of August 7, 2024.

The share repurchases will be made from time to time at the Company’s discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Company expects that the share repurchases will be financed with available cash. The Company’s Board of Directors may modify, suspend, extend or terminate the program at any time.

(d)  The following Exhibits are included herein:

Exhibit 99.1 Press Release of Comfort Systems USA, Inc., dated August 13, 2024, announcing that the Company’s Board of Directors has approved an amended stock repurchase program.

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EXHIBIT INDEX

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:        August 13, 2024

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Exhibit 99.1

FOR IMMEDIATE RELEASE

COMFORT SYSTEMS USA INCREASES STOCK REPURCHASEPROGRAM

Houston,TX — August 13, 2024 — Comfort Systems USA, Inc. (NYSE: FIX) (the “Company”), a leading provider of commercial, industrial and institutional heating, ventilation, air conditioning and electrical contracting services, today announced that its Board of Directors has approved an amendment to the Company’s stock repurchase program to increase the shares authorized and remaining as available to purchase back up to 1,000,000 shares by authorizing the Company to acquire up to 411,426 additional shares of its outstanding common stock. The Company’s existing stock repurchase program had previously authorized the repurchase of up to 10,944,125 shares of the Company’s outstanding common stock.

Through August 7, 2024, the Company repurchased 10,355,551 shares of the Company’s common stock at an aggregate price of $299,559,997 (exclusive of excise tax). This extension of the stock repurchase program will “top off” the plan and permit the Company to repurchase up to an additional 1,000,000 shares of its currently outstanding common stock beyond what had already been purchased as of August 7, 2024.

The share repurchases will be made from time to time at the Company’s discretion in the open market or privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The Company expects that the share repurchases will be financed with available cash. The Company’s Board of Directors may modify, suspend, extend, or terminate the program at any time.

Comfort Systems USA^®^ is a leading provider of commercial, industrial and institutional heating, ventilation, air conditioning and electrical contracting services, with 177 locations in 136 cities across the nation. For more information, visit the Company’s website at www.comfortsystemsusa.com*.*

Certainstatements and information in this press release may constitute forward-looking statements regarding our future businessexpectations, which are subject to applicable securities laws and regulations. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historicin nature. These forward-looking statements are based on the current expectations and beliefs of Comfort Systems USA, Inc. and itssubsidiaries (collectively, the “Company”) concerning future developments and their effect on the Company. While the Company’smanagement believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developmentsaffecting the Company will be those that it anticipates, and the Company’s actual results of operations, financial condition andliquidity, and the development of the industry in which the Company operates, may differ materially from those made in or suggested bythe forward-looking statements contained in this press release. In addition, even if our results of operations, financial condition andliquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in thispress release, those results or developments may not be indicative of our results or developments in subsequent periods. All commentsconcerning the Company’s expectations for future revenue and operating results are based on the Company’s forecasts for itsexisting operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statementsinvolve significant risks and uncertainties (some of which are beyond the Company’s control) and assumptions that could cause actualfuture results to differ materially from the Company’s historical experience and its present expectations or projections. Importantfactors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limitedto: the use of incorrect estimates for bidding a fixed-price contract; undertaking contractual commitments that exceed the Company’slabor resources; failing to perform contractual obligations efficiently enough to maintain profitability; national or regional weaknessin construction activity and economic conditions; rising inflation and fluctuations in interest rates; shortages of labor and specialtybuilding materials or material increases to the cost thereof; the Company’s business being negatively affected by health crisesor outbreaks of disease, such as epidemics or pandemics (and related impacts, such as supply chain disruptions); financial difficultiesaffecting projects, vendors, customers, or subcontractors; the Company’s backlog failing to translate into actual revenue or profits;failure of third party subcontractors and suppliers to complete work as anticipated; difficulty in obtaining, or increased costs associatedwith, bonding and insurance; impairment to goodwill; errors in the Company’s cost-to-cost input method of accounting; the resultof competition in the Company’s markets; the Company’s decentralized management structure; material failure to comply withvarying state and local laws, regulations or requirements; debarment from bidding on or performing government contracts; retention ofkey management; seasonal fluctuations in the demand for mechanical and electrical systems; the imposition of past and future liabilityfrom environmental, safety, and health regulations including the inherent risk associated with self-insurance; adverse litigation results;an increase in our effective tax rate; a material information technology failure or a material cyber security breach; risks associatedwith acquisitions, such as challenges to our ability to integrate those companies into our internal control environment; our ability tomanage growth and geographically-dispersed operations; our ability to obtain financing on acceptable terms; extreme weather conditions(such as storms, droughts, extreme heat or cold, wildfires and floods), including as a result of climate change, and any resulting regulationsor restrictions related thereto; and other risks detailed in our reports filed with the Securities and Exchange Commission (the “SEC”).

For additional information regarding known material factors thatcould cause the Company’s results to differ from its projected results, please see its filings with the SEC, including its AnnualReport on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-lookingstatements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-lookingstatements after the date they are made, whether because of new information, future events, or otherwise.