What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-08-28 compared with 2024-08-29 · 55 added, 73 removed, 354 unchanged (27% of the section changed)

18 unchanged sentences

We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive and outboard boats under eight brands—Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes and Cobalt.

As of June 30, 2024, we had the #1 market share position in the United States in the performance sport boat category through our Malibu and Axis brands and the #1 market share position in the United States in the 24’—29’ segment of the sterndrive category through our Cobalt brand, and we are among the leading market share positions in the fiberglass outboard fishing boat market with our Pursuit and Maverick Boat Group brands.

Our product portfolio of premium brands are used for a broad range of recreational boating activities including, among others, water sports such as water

skiing, wakeboarding and wake surfing, as well as general recreational boating and fishing.

Our passion for consistent innovation, which has led to propriety technology such as Surf Gate, has allowed us to expand the market for our products by introducing consumers to new and exciting recreational activities.

As of June 30, 2025, we are among the market leaders in the United States in the 24’-29’ segment of the sterndrive category through our Cobalt brand, we are among the market leaders in the United States in the performance sport boat category through our Malibu and Axis brands and we are among the market leaders in the fiberglass outboard fishing boat market with our Pursuit and Maverick Boat Group brands.

Our product portfolio of premium brands is used for a broad range of recreational boating activities including, among others, water sports such as water skiing,

wakeboarding and wake surfing, as well as general recreational boating and fishing.

Our passion for consistent innovation, which has led to proprietary technology such as Surf Gate, has allowed us to expand the market for our products by introducing consumers to new and exciting recreational activities.

We design products that appeal to an expanding range of recreational boaters and water sports enthusiasts whose passion for boating and water sports is a key aspect of their lifestyle and provide consumers with a better customer-inspired experience.

13 unchanged sentences

We devote significant time and resources to find, develop and improve the performance of our dealers and believe our dealer network gives us a distinct competitive advantage.

Market and Competitive Position

Competitive Market

The recreational powerboat industry, including the performance sport boat, sterndrive and outboard categories, is highly competitive for consumers and dealers.

15 unchanged sentences

Total addressable market 167,413 $ 15,548

We maintain a leading market share position in a number of recreational boating categories with our various brands.

According to SSI, as of June 30, 2024, we held the number one market share position in the United States for performance sport boats with our Malibu and Axis brands, the number one market share position in the United States for the 24’—29’ segment of the sterndrive boat category through our Cobalt brand, and we are among the leading market share positions in the outboard fiberglass fishing market that our Pursuit and Maverick Boat Group brands serve, in each case based on unit volume.

We have grown our U.S.

market share in the performance sports boat category from 24.5% in 2010 to 30.5% in 2023 and we have

expanded our market share in the 24’-29’ segment of the sterndrive boat category from 14.2% in 2010 to 40.8% in 2023.

Our Pursuit brand has gained share within its market since our acquisition of Pursuit and we are positioned to gain a broader share of the overall outboard fiberglass fishing market with our Maverick Boat Group brands.

Our Products and Brands

1 unchanged sentence

Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes, and Cobalt.

We believe that we deliver superior performance for general recreational purposes with a significant focus on water sports, including wakeboarding, water skiing and wake surfing as well as general recreational boating and fishing.

We believe that we deliver

superior performance for general recreational purposes with a significant focus on water sports, including wakeboarding, water skiing and wake surfing as well as general recreational boating and fishing.

In addition, we also offer various accessories and aftermarket parts.

23 unchanged sentences

We have also developed our patented Surf Band technology that allows the rider to remotely control the surf wave, shape, size and side.

Some of our other notable innovations include Power Wedge III, G5 and the power actuated G10+ Tower, Electronic Dashboard Controls, Flip Down Swim Step, Tower Mister, Splash and Stow and Cobalt's TruWave Technology.

Pursuit also has introduced the industry first Electric Sliding Entertainment Center and sliding second row center

console seating.

Some of our other notable innovations include the Malibu Monsoon Engine, Power Wedge III, G5 and the power actuated G10+ Tower, Electronic Dashboard Controls, Flip Down Swim Step, Tower Mister, Splash and Stow and Cobalt's TruWave Technology.

Pursuit also has introduced the industry first Electric Sliding Entertainment Center and sliding second row center console seating.

Maverick Boat Group has introduced first of its kind "Hybrid" and "Open" Bay Boat designs in recent years.

1 unchanged sentence

Malibu Trailers took the coveted NMMA Innovation Award at the Miami International Boat Show in 2022.

The Malibu Wakesetter 23 LSV has won Wakeworld “Readers Choice” Wakeboard and Wakesurf Boat of the Year four years running in 2023, 2022, 2021 and 2020.

We also offer an array of less technological, but nonetheless value-added boat features such as gelcoat upgrades, upholstery upgrades, engine drivetrain enhancements (such as silent exhaust tips, propeller upgrades and closed cooling engine configuration), sound system upgrades, bimini tops, boat covers and trailers which further increase the level of customization afforded to consumers.

The Malibu Wakesetter 23 LSV has won Wakeworld “Readers Choice” Wakeboard and Wakesurf Boat of the Year five years running in 2024, 2023, 2022, 2021 and 2020.

We also offer an array of less technological but nonetheless value-added boat features such as gelcoat upgrades, upholstery upgrades, engine drivetrain enhancements (such as silent exhaust tips, propeller upgrades and closed cooling engine

configuration), sound system upgrades, bimini tops, boat covers and trailers which further increase the level of customization afforded to consumers.

Our Dealer Network

4 unchanged sentences

North America

As of June 30, 2024, our dealer network consisted of over 300 dealer locations servicing the performance sport boat, sterndrive, and outboard markets strategically located throughout the U.S.

Approximately 50% of our dealer locations have been with us, or with Pursuit, Maverick Boat Group or Cobalt, prior to our acquisition of them, for over ten years.

As of June 30, 2025, our dealer network consisted of over 300 dealer locations servicing markets strategically located throughout North America.

Our top ten dealers represented 42.8%, 40.4% and 41.1%, of our net sales for fiscal year 2025, 2024 and 2023, respectively.

3 unchanged sentences

represented approximately 24.7%, 23.7% and 17.2% of consolidated net sales in fiscal years 2025, 2024 and 2023, respectively, including approximately 9.7%, 42.9% and 20.9% of consolidated sales in fiscal year 2025 for Malibu, Saltwater Fishing and Cobalt, respectively.

Sales to our former dealers under common control of Tommy's Boats represented approximately 2.4%, 10.7% and 9.4% of our consolidated net sales in the fiscal years ended June 30, 2024, 2023 and 2022, respectively, including approximately 6.7%, 0.0% and 0.5% of consolidated sales in fiscal year 2024 for Malibu, Saltwater Fishing and Cobalt, respectively.

During fiscal year 2024, we informed Tommy's Boats that we would not be renewing any of their agreements that had expired as of June 30, 2023 and we terminated two agreements in Texas that had not expired.

Tommy's Boats subsequently filed for bankruptcy protection and is in the process of liquidating its inventory.

We have since entered into dealer agreements with dealers in 14 of the 15 markets previously served by Tommy's Boats.

As of August 29, 2024, we believe fewer than 280 of our new model year 2023 and 2024 boats were remaining in the inventory of Tommy's Boats.

M&T Bank, the lender under the floor financing plan for Tommy's Boats, has a security interest in those boats.

During the period from July 1, 2024 to August 29, 2024, we have repurchased 19 new model year 2024 boats totaling $2.5 million subject to our repurchase agreement with M&T Bank.

With respect to boats not subject to the repurchase agreement, the bankruptcy trustee has retained Gordon Brothers to sell the remaining inventory as part of liquidation sales that are ongoing.

We have been in discussions with the trustee regarding the inventory being liquidated.

If the boats previously held by Tommy's Boats are sold at prices significantly below market value or in a manner that creates excess supply in a short period of time, it could have an adverse impact on our brands and create a downward pressure on our selling prices.

We consistently review our distribution network to evaluate the financial health of our dealers, identify opportunities to expand our geographic footprint and improve our coverage of the market.

2 unchanged sentences

We believe our outstanding dealer network allows us to distribute our products more efficiently than our competitors.

International

International (Outside of North America)

We have an extensive international distribution network for our Malibu, Axis, Pursuit, Maverick Boat Group and Cobalt brands.

As of June 30, 2024, our dealer network consisted of over 100 dealer locations throughout Europe, Asia, Middle East, South America, South Africa, and Australia/New Zealand.

As of June 30, 2025, our dealer network consisted of over 25 dealer locations servicing markets strategically located internationally.

Dealer Management

Our relationships with our dealers are governed by dealer agreements.

Each dealer agreement has a finite term lasting between one and three years.

Our dealer agreements also are typically terminable without cause by the dealer with 60 days prior

notice and by us for a dealer failing to meet performance criteria.

Each dealer agreement has a finite term lasting between one and three years, with most dealer agreements having a one year term.

Our dealer agreements also are typically terminable without cause by the dealer with 60 days prior notice and by us for a dealer failing to meet performance criteria.

We also may terminate these agreements immediately for cause upon certain events.

12 unchanged sentences

Our brands employ dealer incentive programs that have been refined through decades of experience at each brand and may, from time to time, include the following elements:

Our domestic dealers agree to volume commitments that are used to determine applicable rebates.

• Rebates and discounts .

Our domestic dealers agree to volume commitments that are used to determine applicable rebates and discounts.

The structure of the dealer incentive depends on the brand represented.

If a dealer meets its volume commitments as well as other terms of the dealer performance program, the dealer is entitled to the specified amounts subject to full compliance with our programs.

Failure to meet the commitment volume or other terms of the program may result in partial or complete forfeiture of the dealer’s rebate.

Failure to meet the commitment volume or other terms of the program may result in partial or complete forfeiture of the dealer’s rebate or discount.

• Free flooring .

5 unchanged sentences

Our North American dealers often purchase boats through floor plan financing programs with third-party floor plan financing providers.

During fiscal year 2024, approximatel y 77% of our North American shipments were made pursuant to floor plan financing programs which our dealers participate in.

During fiscal year 2025, approximately 80% of our North American shipments were made pursuant to floor plan financing programs which our dealers participate in.

These programs allow dealers across our brands to establish lines of credit with third-party lenders to purchase inventory.

Under these programs, a dealer draws on the floor plan facility upon the purchase of our boats and the lender pays the invoice price of the boats.

Under these programs, a dealer draws on the floor plan financing facility upon the purchase of our boats and the lender pays the invoice price of the boats.

As is typical in our industry, we have entered into repurchase agreements with certain floor plan financing providers to our dealers.

Under the terms of these arrangements, in the event a lender repossesses a boat from a dealer that has defaulted on its floor financing arrangement and is able to deliver the repossessed boat to us, we are obligated to repurchase the boat from the lender.

Our obligation to repurchase such repossessed products for the unpaid balance of our original invoice price for the boat is subject to reduction or limitation based on the age and condition of the boat at the time of repurchase, and in certain cases by an aggregate cap on repurchase obligations associated with a particular floor financing program.

Under the terms of these arrangements, in the event a lender repossesses a boat from a dealer that has defaulted on its floor plan financing arrangement and is able to deliver the repossessed boat to us, we are obligated to repurchase the boat from the lender.

Our exposure under repurchase agreements with third-party lenders is mitigated by our ability to reposition inventory with a ne w dealer in the event that a repurchase event occurs.

Historically, the primary cost to us of a repurchase event has been margin loss on the resale of a repurchased unit but we have generally been able to resell repurchased boats at an amount that exceeds our cost.

We repurchased 17 units under our repurchase agreements during fiscal year 2024, and those units were subsequently resold during fiscal year 2024 above their cost.

Additionally, during the period from July 1, 2024, to August 29,

2024, we repurchased 19 units totaling $2.5 million that were subject to our repurchase agreement with M&T Bank, the floor plan financing lender for Tommy's Boats.

Pursuant to an order of the bankruptcy court, we agreed to repurchase those boats that were the subject of a repurchase agreement with M&T Bank and that had not otherwise been sold to customers.

For fiscal years 2023 and 2022, we did not repurchase any boats under our repurchase agreements.

We repurchased 22 units under our repurchase agreements during fiscal year 2025, including 19 units that were subject to our repurchase agreement with M&T Bank, the lender under the floor plan financing for Tommy's Boats, a former dealer that filed for bankruptcy protection in 2024.

Of those 22 units, 20 of the units were subsequently resold during fiscal year 2025 above their cost.

For fiscal year 2024, we repurchased 17 boats under our repurchase agreements.

We had no repurchases under our repurchase agreements in fiscal year 2023.

Marketing and Sales

7 unchanged sentences

Product Development and Engineering

We are strategically and financially committed to innovation, as reflected in our dedicated product development and engineering teams located in Tennessee, Kansas, California, and Florida and evidenced by our track record of new product introduction.

introduction.

As of June 30, 2025, our product development and engineering team consisted of approximately 123 professionals.

These individuals bring to our product development efforts significant expertise across core disciplines, including boat design, trailer design, computer-aided design, electrical engineering and mechanical engineering.

They are responsible for execution of all facets of our new product strategy, including identifying industry trends, designing new and refreshed boat models and new features, engineering these designs for manufacturing and integrating new features into our boats.

In addition, our Chief Executive Officer and President have historically been actively involved in the product development process and integration into manufacturing.

They are responsible for execution of all aspects of our new product strategy, including identifying industry trends, designing new and refreshed boat models and new features, engineering these designs for manufacturing and integrating new features into our boats.

Our product development strategy consists of a two-pronged approach.

23 unchanged sentences

We began including our engines, branded as Malibu Monsoon engines, in our Malibu and Axis boats for model year 2019, and in fiscal year 2024, we began offering Monsoon sterndrive engines to our Cobalt dealers and customers.

We believe our engine marinization initiative will reduce our reliance on our previous engine suppliers for our Malibu, Axis and Cobalt brands while reducing the risk that a change in cost or production from any engine supplier for such brands could adversely affect our business.

We believe our engine marinization initiative reduces our reliance on our previous engine suppliers for our Malibu, Axis and Cobalt brands while also reducing the risk that a change in cost or production from any engine supplier for such brands could adversely affect our business.

Our trailers are produced in a continuous flow manufacturing process involving cutting and bending of the main frame from raw top grade carbon steel, painting using our state-of-the-art system and installation of components.

8 unchanged sentences

We procure other components, such as electronic controls, from third-party vendors and install them on the boat.

We purchase a wide variety of raw materials from our supplier base, including resins, fiberglass, hydrocarbon feedstocks and steel, as well as product parts and components, such as engines and electronic controls, through a purchase order process.

We purchase a wide variety of raw materials from our supplier base, including resins, fiberglass, and steel, as well as product parts and components, such as engines and electronic controls, through a purchase order process.

The most significant component used in manufacturing our boats, based on cost, are engines.

Through our vertical integration initiative to marinize our own engines, we entered into an engine supply agreement with General Motors LLC (“General Motors”) in November 2016 for the supply of engine blocks to use in our Malibu and Axis brand boats which began in our model year 2019 and continued through model year 2023.

In April 2023, we signed a new supply agreement with General Motors that will continue through model year 2026.

We adopted this strategy to more directly control product path (design, innovation, calibration and integration) of our largest dollar procured part, to differentiate our product from our competitors, and to increase our ability to respond to ongoing changes in the marketplace.

For model year 2019, we began equipping our Malibu and Axis brand boats with our own Monsoon engines through our vertical integration initiative to marinize our own engines.

We adopted this vertical integration strategy for our engines to more directly control product path (design, innovation, calibration and integration) of our largest dollar procured part, to differentiate our product from our competitors, and to increase our ability to respond to ongoing changes in the marketplace.

We have an engine supply agreement with General Motors LLC ("General Motors") for the supply of engine blocks to use in our Malibu and Axis brand boats through model year 2026.

Pursuant to our engine supply agreement with General Motors, General Motors will deliver engines to us as we submit purchase orders.

1 unchanged sentence

The engine supply agreement will expire at the end of production of model year 2026, unless terminated earlier by either party as permitted under the terms of the agreement, including by General Motors due to market conditions with at least eighteen (18) months’ advanced written notice.

We have a marketing agreement with Yamaha Motor Corporation, U.S.A., or Yamaha, that requires us to equip a significant percentage of our Pursuit, Cobalt and Maverick Boat Group branded boats that are pre-rigged for outboard motors with Yamaha outboard motors in exchange for certain incentives.

We also have a marketing agreement with Yamaha Motor Corporation, U.S.A., or Yamaha, that requires us to equip a significant percentage of our Pursuit, Cobalt and Maverick Boat Group branded boats that are pre-rigged for outboard motors with Yamaha outboard motors in exchange for certain incentives.

The agreement expires on June 30, 2027.

We also obtain engines and sterndrive assemblies from Volvo for our Cobalt branded boats.

We experienced supply chain disruptions during fiscal year 2022 that we believe were driven by numerous factors, including labor shortages, ongoing domestic logistical constraints, and rising prices for our suppliers, in part due to inflationary pressures that continued into fiscal year 2023 and fiscal year 2024.

We believe that the systemic supply chain disruptions that we have experienced over the past several years have been largely rectified.

In addition, we obtain engines and sterndrive assemblies from Volvo for our Cobalt branded boats.

During fiscal year 2022, we experienced supply chain disruptions that we believe were driven by numerous factors, including labor shortages, ongoing domestic logistical constraints, and rising prices for our suppliers, in part due to inflationary pressures.

These supply chain disruptions continued into fiscal year 2023 and fiscal year 2024.

We believe that the systemic supply chain disruptions have been largely rectified during fiscal year 2025.

Insurance and Product Warranties

2 unchanged sentences

Our Malibu and Axis brand boats have a limited warranty for a period up to five years.

Our Cobalt brand boats have (1) a structural warranty of up to ten years which covers the hull, deck joints, bulkheads, floor, transom, stringers, and motor mount,

and (2) a five year bow-to-stern warranty on all components manufactured or purchased (excluding hull and deck structural components), including canvas and upholstery.

Our Cobalt brand boats have (1) a structural warranty of up to ten years which covers the hull, deck joints, bulkheads, floor, transom, stringers, and motor mount, and (2) a five year bow-to-stern warranty on all components manufactured or purchased (excluding hull and deck structural components), including canvas and upholstery.

Gelcoat is covered up to three years for Cobalt and one year for Malibu and Axis.

9 unchanged sentences

When we identify potential acquisitions, we attempt to target companies with a leading market share, strong cash flows, and an experienced management team and workforce that provide a fit with our existing operations.

After completing an acquisition, we focus on integrating the company with our existing business to provide additional value to the combined entity through cost savings and revenue synergies, such as the optimization of manufacturing operations, improved processes around product development, enhancement of our existing dealer distribution network, accelerated innovation, administrative cost savings, shared procurement, vertical integration and cross-selling opportunities.

processes around product development, enhancement of our existing dealer distribution network, accelerated innovation, administrative cost savings, shared procurement, vertical integration and cross-selling opportunities.

Intellectual Property

25 unchanged sentences

In the United States, handling, storage, release, treatment, and recycling or disposal of hazardous materials is regulated under Subtitle C of the Resource Conservation and Recovery Act (“RCRA”).

The EPA works with state regulatory agencies to implement a compliance monitoring program with the goal of evaluating compliance with companies’ RCRA obligation.

The EPA works with state regulatory agencies to implement a compliance monitoring program with the goal of evaluating compliance with RCRA obligations.

Our manufacturing facilities can be subject to on-site compliance evaluation inspections (CEIs) or targeted enforcement actions.

38 unchanged sentences

Talent Retention and Development

We recognize employees are the heart of our organization and support them by offering a range of competitive pay, recognition and benefit programs.

We recognize that employees are the heart of our organization and support them by offering a range of competitive pay, recognition and benefit programs.

We provide market-competitive pay and benefits to encourage performance that creates sustainable and long-term employment.

Additionally, we have numerous initiatives to support employee development, including annual performance evaluations and supervisor training programs, along with training programs for new employees (and those who are internally promoted) to learn new skills in boat production, such as gel coat application and fiberglass repair.

Additionally, we have numerous initiatives to support employee development,

including annual performance evaluations and supervisor training programs, along with training programs for new employees (and those who are internally promoted) to learn new skills in boat production, such as gel coat application and fiberglass repair.

We believe in internal promotion where possible and are committed to developing our current team members to become the next generation of leaders throughout the organization.

7 unchanged sentences

Workplace safety is a fundamental organization-wide value, and we are committed to running an efficient program.

We remain focused on building a safer workplace for our employees and will continue to work toward an injury-free workplace through the implementation of training and other safety initiatives.

We remain focused on ensuring a safe workplace for our employees and will continue to work toward an injury-free workplace through the implementation of training and other safety initiatives.

Culture and Values

3 unchanged sentences

We are committed to our core values of Safety, Integrity, People, Quality, Innovation, Customer Focus, and Continuous Improvement.

We design products that appeal to an expanding range of recreational boaters, fisherman and water sports enthusiasts whose passion for boating is a key component of their active lifestyle.

We design products that appeal to an expanding range of recreational boaters, fishermen and water sports enthusiasts whose passion for boating is a key component of their active lifestyle.

With our many awards and honors, we cultivate a culture of excellence and premier boat building.

We conducted our first annual engagement survey of all employees in 2023 and again in 2024 as an opportunity to gather feedback from employees on their experience and overall satisfaction to identify areas for organizational improvement.

We conducted our first annual engagement survey of all employees in 2023 and again in 2024 and 2025 as an opportunity to gather feedback from employees on their experience and overall satisfaction to identify areas for organizational improvement.

Outside of formal surveys, we encourage employees to continuously share any comments, questions or concerns with our leadership team, which are addressed as needed by our executive team.

Diversity and Inclusion

We are committed to maintaining an employee-first culture.

We are dedicated to protecting the well-being of our employees and creating a culture that promotes inclusivity, acceptance, equality and diversity.

Our employees bring a blend of

diverse backgrounds, and we promote an inclusive workforce and the opportunity for career growth for all employees.

We are dedicated to protecting the well-being of our employees and creating a healthy culture.

We promote an inclusive workforce and the opportunity for career growth for all employees.

We seek to hire the best-qualified individuals and do not discriminate on the basis of race, creed, color, religion, national origin, citizenship status, age, disability, marital status, sexual orientation, gender, gender identity and similar classification.

We continually evaluate our internal processes and programs to further build on our diverse, equitable and inclusive culture.

We value our team and are committed to treating all employees with dignity and respect.

50 unchanged sentences

Exchanges and Other Transactions with Holders of LLC Units

In connection with our IPO and the recapitalization we completed in connection with our IPO, we entered into an exchange agreement with the pre-IPO owners of the LLC under which (subject to the terms of the exchange agreement) each pre-IPO owner (or its permitted transferee) has the right to exchange its LLC Units for shares of our Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or, at our

option, except in the event of a change in control, for a cash payment equal to the market value of the Class A Common Stock.

for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or, at our option, except in the event of a change in control, for a cash payment equal to the market value of the Class A Common Stock.

The exchange agreement provides, however, that such exchanges must be for a minimum of the lesser of 1,000 LLC Units, all of the LLC Units held by the holder, or such amount as we determine to be acceptable.

22 unchanged sentences

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.

What changed 10-K

Item 1. Business