Form 8-K

8-K — COMFORT SYSTEMS USA INC

Accession: 0001104659-26-086255

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0001035983

SIC: 1731 (ELECTRICAL WORK)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — fix-20260723x8k.htm (Primary)

EX-99.1 (fix-20260723xex99d1.htm)

EX-99.2 (fix-20260723xex99d2.htm)

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8-K

8-K (Primary)

Filename: fix-20260723x8k.htm · Sequence: 1

Comfort Systems USA, Inc._July 23, 2026

0001035983false00010359832026-07-232026-07-23

UNITED STATES

SECURITIES 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) July 23, 2026

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-13011

76-0526487

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

9753 Katy Freeway, Suite 700

Houston, Texas

77024

(Address of principal executive offices)

(Zip Code)

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FIX

New York Stock Exchange

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. ☐

ITEM 2.02 Results of Operations and Financial Condition

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of Comfort Systems USA, Inc. (the “Company”) dated July 23, 2026 reporting the Company’s financial results for the second quarter of 2026.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

ITEM 8.01 Other Events

Attached and incorporated herein by reference as Exhibit 99.2 is a copy of a press release of the Company dated July 23, 2026 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to stockholders of record as of the close of business on the record date, August 13, 2026.

The Company uses any of the following to comply with its disclosure obligations under Regulation FD: press releases, SEC filings, public conference calls or the Company’s website. The Company routinely posts important information on the Investors section of its website (https://investors.comfortsystemsusa.com), including information that may be deemed to be material. The Company encourages investors and others interested in the Company to monitor these distribution channels for material disclosures.

ITEM 9.01 Financial Statements and Exhibits

(d) The following Exhibits are included herein:

Exhibit 99.1 Press Release of Comfort Systems USA, Inc. dated July 23, 2026 reporting the Company’s financial results for the second quarter of 2026.

Exhibit 99.2 Press Release of Comfort Systems USA, Inc. dated July 23, 2026 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to stockholders of record as of the close of business on the record date, August 13, 2026.

EXHIBIT INDEX

Exhibit

Number

Exhibit Title or Description

99.1

Press Release of Comfort Systems USA, Inc. dated July 23, 2026 reporting the Company’s financial results for the second quarter of 2026.

99.2

Press Release of Comfort Systems USA, Inc. dated July 23, 2026 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to stockholders of record as of the close of business on the record date, August 13, 2026.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

COMFORT SYSTEMS USA, INC.

By:

/s/ Rachel R. Eslicker

Rachel R. Eslicker, Senior Vice President and General Counsel

Date: July 23, 2026

EX-99.1

Filename: fix-20260723xex99d1.htm · Sequence: 2

Exhibit 99.1

CONTACT:

Julie Shaeff, Chief Accounting Officer

9753 Katy Freeway, Suite 700

ir@comfortsystemsusa.com; 713-830-9687

Houston, Texas 77024

713-830-9600

FOR IMMEDIATE RELEASE

COMFORT SYSTEMS USA REPORTS SECOND QUARTER 2026 RESULTS

Houston, TX — July 23, 2026 — Comfort Systems USA, Inc. (NYSE: FIX) (the “Company”) today reported results for the quarter ended June 30, 2026.

For the quarter ended June 30, 2026, net income was $441.6 million, or $12.53 per diluted share, as compared to $230.8 million, or $6.53 per diluted share, for the quarter ended June 30, 2025. Revenue for the second quarter of 2026 was $3.27 billion compared to $2.17 billion in 2025. The Company reported operating cash flow of $1.14 billion in the current quarter compared to $252.5 million in 2025.

Brian Lane, Comfort Systems USA’s Chief Executive Officer, said, “Our people continued their unmatched execution in markets across the country, achieving great outcomes for our customers and communities every day. Their continued excellence produced record results in virtually every aspect of our overall business. As compared to the same quarter last year, Comfort Systems USA is reporting a 50% increase in revenue, a 92% increase in per share earnings, and remarkable and completely unprecedented quarterly cash flow of more than $1 billion.”

Backlog as of June 30, 2026 was $14.06 billion as compared to $12.45 billion as of March 31, 2026 and $8.12 billion as of June 30, 2025. On a same-store basis, backlog increased from $8.12 billion as of June 30, 2025 to $13.70 billion as of June 30, 2026.

Mr. Lane concluded, “Strong ongoing demand together with our capabilities and reputation produced solid sequential and year over year backlog growth. We are grateful for the hard work and amazing performance of our teams. Our excellent workforce, combined with our strong pipelines make us optimistic about our results for the remainder of 2026 and well into 2027.”

The Company reported net income of $812.0 million, or $23.03 per diluted share, for the six months ended June 30, 2026, compared to $400.1 million, or $11.28 per diluted share, in 2025. The Company also reported revenue of $6.13 billion for the six months ended June 30, 2026, as compared to $4.00 billion in 2025. Operating cash flow for the six months ended June 30, 2026 was $1.53 billion, as compared to $164.5 million in 2025.

The Company will host a webcast and conference call to discuss its financial results and position on Friday, July 24, 2026 at 10:00 a.m. Central Time. To register for the call, please visit https://register-conf.media-server.com/register/BI777a987fe0b945e9888811125e5fa190. Upon registering, participants will receive dial-in information and a unique PIN to join the call. The call and the slide presentation to accompany the remarks can be accessed on the Company’s website at https://comfortsystemsusa.com under the “Investors” tab. A replay of the entire call will be available on the Company’s website on the next business day following the call.

Comfort Systems USA® is a leading provider of commercial, industrial and institutional heating, ventilation, air conditioning and electrical contracting services, with 206 locations in 150 cities across the nation. For more information, visit the Company’s website at https://comfortsystemsusa.com.

Certain statements and information in this press release may constitute forward-looking statements regarding our future business expectations, 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 historic in nature. These forward-looking statements are based on the current expectations and beliefs of Comfort Systems USA, Inc. and its subsidiaries (collectively, the “Company”) concerning future developments and their effect on the Company. While the Company’s management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates, and the Company’s actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of our results or developments in subsequent periods. All comments concerning the Company’s expectations for future revenue and operating results are based on the Company’s forecasts for its existing operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond the Company’s control) and assumptions that could cause actual future results to differ materially from the Company’s historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the use of incorrect estimates for bidding a fixed-price contract; undertaking contractual commitments that exceed the Company’s labor resources; failing to perform contractual obligations efficiently enough to maintain profitability; national or regional weakness in construction activity and economic conditions; economic downturns in the markets where the Company operates; shortages of labor and specialty building materials or material increases to the cost thereof; financial difficulties affecting projects, vendors, customers, or subcontractors; unexpected adjustments or cancellations in our backlog resulting in the Company’s backlog failing to translate into actual revenue or profits; inflation, supply chain disruptions, and capital market volatility; the loss of significant customers; intense competition in the Company’s industry; risks associated with acquisitions, including the ability to successfully integrate those companies; impairment charges for goodwill and intangible assets; reductions or reversals of previously recorded revenue or profits as a result of the Company’s cost-to-cost input method of accounting; difficulties in the financial and surety markets; delays and/or defaults in customer payments; difficult work environment; worldwide political and economic uncertainties, including international conflicts and epidemics or pandemics; attraction and retention of key management and employees; the Company’s decentralized management structure; our ability to effectively manage our backlog and the size and cost of our operations; failure of third party subcontractors and suppliers to complete work as anticipated; difficulty in obtaining, or increased costs associated with, bonding and insurance; our ability to remain in compliance with covenants under our credit agreement, service our indebtedness, or fund our other liquidity needs; our inability to properly utilize our workforce; increases and uncertainty in insurance costs; regulatory and legal risks, including adverse litigation results, failure to comply with laws and regulations; changes in United States trade policy, and tax-related risks; the imposition of past and future liability from environmental, safety, and health regulations including the inherent risk associated with self-insurance; an increase in our

effective tax rate; a material information technology failure or a material cybersecurity breach; risks related to our common stock; failure or circumvention of our disclosure controls and procedures or internal control environment; our ability to manage growth and geographically-dispersed operations; severe weather conditions (such as storms, droughts, extreme heat or cold, wildfires and floods), including as a result of climate change, and any resulting regulations or restrictions related thereto; force majeure events; deliberate, malicious acts, including terrorism and sabotage; findings of inadequate internal controls; changes in accounting rules and regulations; and other risks detailed in our reports filed with the Securities and Exchange Commission (the “SEC”).

For additional information regarding known material factors that could cause the Company’s results to differ from its projected results, please see its filings with the SEC, including its Annual Reports 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-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether because of new information, future events, or otherwise, except as otherwise required by law.

— Financial tables follow —

Comfort Systems USA, Inc.

Consolidated Statements of Operations

(In Thousands, Except per Share Amounts)

Three Months Ended

Six Months Ended

June 30,

(Unaudited)

2026

2025

2026

2025

Revenue

3,265,656

100.0

2,173,319

100.0

6,130,988

100.0

4,004,605

100.0

Cost of services

2,421,428

74.1

1,663,422

76.5

4,532,348

73.9

3,091,292

77.2

Gross profit

844,228

25.9

509,897

23.5

1,598,640

26.1

913,313

22.8

SG&A

287,047

8.8

210,466

9.7

556,043

9.1

405,340

10.1

Gain on sale of assets

(785)

—

(442)

—

(1,087)

—

(998)

—

Operating income

557,966

17.1

299,873

13.8

1,043,684

17.0

508,971

12.7

Interest income, net

9,614

0.3

1,214

0.1

15,948

0.3

3,862

0.1

Changes in the fair value of contingent earn-out obligations

(2,045)

(0.1)

(4,073)

(0.2)

(12,415)

(0.2)

(7,831)

(0.2)

Other income, net

708

—

(530)

—

1,172

—

(506)

—

Income before income taxes

566,243

17.3

296,484

13.6

1,048,389

17.1

504,496

12.6

Provision for income taxes

124,641

65,636

236,409

104,359

Net income

441,602

13.5

230,848

10.6

811,980

13.2

400,137

10.0

Income per share

Basic

12.54

6.54

23.06

11.30

Diluted

12.53

6.53

23.03

11.28

Shares used in computing income per share:

Basic

35,221

35,307

35,216

35,415

Diluted

35,254

35,369

35,255

35,486

Dividends per share

0.800

0.450

1.500

0.850

Supplemental Non-GAAP Information — Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) — (Unaudited) (In Thousands)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Net income

441,602

230,848

811,980

400,137

Provision for income taxes

124,641

65,636

236,409

104,359

Other expense (income), net

(708)

530

(1,172)

506

Changes in the fair value of contingent earn-out obligations

2,045

4,073

12,415

7,831

Interest income, net

(9,614)

(1,214)

(15,948)

(3,862)

Gain on sale of assets

(785)

(442)

(1,087)

(998)

Amortization

23,274

19,791

43,668

39,906

Depreciation

20,036

14,856

38,602

28,866

Adjusted EBITDA

600,491

18.4

334,078

15.4

1,124,867

18.3

576,745

14.4

Note: The Company defines adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) as net income, provision for income taxes, other expense (income), net, changes in the fair value of contingent earn-out obligations, interest income, net, gain on sale of assets, goodwill impairment, other one-time expenses or gains and depreciation and amortization. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is presented because it is a financial measure that is frequently requested by third parties. However, Adjusted EBITDA is not considered under generally accepted accounting principles as a primary measure of an entity’s financial results, and accordingly, Adjusted EBITDA should not be considered an alternative to operating income, net income, or cash flows as determined under generally accepted accounting principles and as reported by the Company.

Comfort Systems USA, Inc.

Condensed Consolidated Balance Sheets

(In Thousands)

June 30,

December 31,

2026

2025

(Unaudited)

Cash and cash equivalents

1,854,794

981,898

Billed accounts receivable, net

3,278,811

2,577,858

Unbilled accounts receivable, net

136,617

123,197

Costs and estimated earnings in excess of billings, net

144,553

88,817

Other current assets, net

373,627

338,783

Total current assets

5,788,402

4,110,553

Property and equipment, net

653,873

387,952

Goodwill

1,101,475

1,025,515

Identifiable intangible assets, net

534,580

485,168

Other noncurrent assets

409,476

431,981

Total assets

8,487,806

6,441,169

Current maturities of long-term debt

215

6,163

Accounts payable

771,906

696,348

Billings in excess of costs and estimated earnings and deferred revenue

3,231,104

2,120,262

Other current liabilities

765,539

571,077

Total current liabilities

4,768,764

3,393,850

Long-term debt

53,849

139,063

Other long-term liabilities

447,924

459,482

Total liabilities

5,270,537

3,992,395

Total stockholders’ equity

3,217,269

2,448,774

Total liabilities and stockholders’ equity

8,487,806

6,441,169

Selected Cash Flow Data (Unaudited) (In Thousands)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Cash provided by (used in):

Operating activities

1,139,426

252,495

1,528,254

164,545

Investing activities

(283,463)

(86,205)

(467,464)

(182,988)

Financing activities

(51,333)

(39,338)

(187,894)

(199,786)

Free cash flow:

Cash from operating activities

1,139,426

252,495

1,528,254

164,545

Purchases of property and equipment

(141,364)

(31,273)

(288,837)

(53,481)

Proceeds from sales of property and equipment

1,258

969

2,132

2,064

Free cash flow

999,320

222,191

1,241,549

113,128

Note: Free cash flow is defined as cash flow from operating activities less customary capital expenditures, plus the proceeds from asset sales. Other companies may define free cash flow differently. Free cash flow is presented because it is a financial measure that is frequently requested by third parties. However, free cash flow is not considered under generally accepted accounting principles as a primary measure of an entity’s financial results, and accordingly, free cash flow should not be considered an alternative to operating income, net income, or cash flows as determined under generally accepted accounting principles and as reported by the Company.

EX-99.2

Filename: fix-20260723xex99d2.htm · Sequence: 3

Exhibit 99.2

CONTACT:

Julie Shaeff, Chief Accounting Officer

9753 Katy Freeway, Suite 700

ir@comfortsystemsusa.com; 713-830-9687

Houston, Texas 77024

713-830-9600

FOR IMMEDIATE RELEASE

COMFORT SYSTEMS USA INCREASES QUARTERLY DIVIDEND

Houston, TX — July 23, 2026 — Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation, air conditioning and electrical contracting services, today announced that its board of directors declared a quarterly dividend of $0.90 per share, which is a $0.10 increase from the Company’s most recent dividend, on Comfort Systems USA, Inc. common stock. The dividend is payable on August 24, 2026 to stockholders of record at the close of business on August 13, 2026.

Comfort Systems USA® is a premier provider of business solutions addressing workplace comfort, with 206 locations in 150 cities across the nation. For more information, visit the Company’s website at https://comfortsystemsusa.com.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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