What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-08-28 compared with 2024-08-29 · 336 added, 237 removed, 1007 unchanged (36% of the section changed)

3 unchanged sentences

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Operations and Comprehensive ( Loss) Income for the Fiscal Years Ended June 30, 2024, 2023, and 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) for the Fiscal Years Ended June 30, 2025, 2024, and 2023

Consolidated Balance Sheets as of June 30, 2025 and 2024

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2024 and 2023, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated August 29, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 28, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Knoxville, Tennessee

Nashville, Tennessee

August 28, 2025

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Malibu Boats, Inc.

and subsidiaries (the Company) as of June 30, 2024 and 2023, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2024, and the related notes (collectively, the consolidated financial statements).

and subsidiaries (the Company) as of June 30, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with U.S.

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We identified the evaluation of the anticipated warranty costs per boat that are used to estimate the product warranty liability for Malibu and Axis branded boats as a critical audit matter.

A higher degree of subjective auditor judgement was required to evaluate the Company's estimate of the anticipated warranty costs per boat, due to the nature of the audit evidence.

A higher degree of subjective auditor judgment was required to evaluate the Company's estimate of the anticipated warranty costs per boat, due to the nature of the audit evidence.

The following are the primary procedures we performed to address this critical audit matter.

7 unchanged sentences

We have served as the Company’s auditor since 2015.

Knoxville, Tennessee

Nashville, Tennessee

August 28, 2025

1 unchanged sentence

AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except share and per share data)

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Amortization 6,799 6,811 6,808

Operating (loss) income ( 55,947 ) 144,784 213,823

Other expense (income), net:

Operating income (loss) 21,761 ( 55,947 ) 144,784

Other expense (income), net:

Other (income) expense, net ( 385 ) ( 4 ) 331

Interest expense 1,883 1,842 2,962

Other expense, net 1,498 1,838 3,293

(Loss) income before (benefit) provision for income taxes ( 57,785 ) 141,491 209,965

(Benefit) provision for income taxes ( 1,342 ) 33,581 46,535

Net (loss) income ( 56,443 ) 107,910 163,430

Net (loss) income attributable to non-controlling interest ( 531 ) 3,397 5,798

Net (loss) income attributable to Malibu Boats, Inc.

Income (loss) before provision (benefit) for income taxes 20,263 ( 57,785 ) 141,491

Provision (benefit) for income taxes 5,023 ( 1,342 ) 33,581

Net income (loss) 15,240 ( 56,443 ) 107,910

Net income (loss) attributable to non-controlling interest 361 ( 531 ) 3,397

Net income (loss) attributable to Malibu Boats, Inc.

$ 14,879 $ ( 55,912 ) $ 104,513

Comprehensive (loss) income:

Net (loss) income $ ( 56,443 ) $ 107,910 $ 163,430

Other (loss) comprehensive income

Comprehensive income (loss):

Net income (loss) $ 15,240 $ ( 56,443 ) $ 107,910

Other comprehensive (loss) income

Change in cumulative translation adjustment ( 448 ) 142 ( 833 )

Other comprehensive income (loss) 142 ( 833 ) ( 1,868 )

Comprehensive (loss) income ( 56,301 ) 107,077 161,562

comprehensive (loss) income attributable to non-controlling interest, net of tax ( 516 ) 3,371 5,731

Comprehensive (loss) income attributable to Malibu Boats, Inc., net of tax $ ( 55,785 ) $ 103,706 $ 155,831

Weighted average shares outstanding used in computing net (loss) income per share:

Other comprehensive (loss) income ( 448 ) 142 ( 833 )

Comprehensive income (loss) 14,792 ( 56,301 ) 107,077

comprehensive income (loss) attributable to non-controlling interest, net of tax 346 ( 516 ) 3,371

Comprehensive income (loss) attributable to Malibu Boats, Inc., net of tax $ 14,446 $ ( 55,785 ) $ 103,706

Weighted average shares outstanding used in computing net income (loss) per share:

Basic 19,664,337 20,439,449 20,501,844

Diluted 19,694,677 20,439,449 20,641,173

Net (loss) income available to Class A Common Stock per share:

Net income (loss) available to Class A Common Stock per share:

Basic $ 0.76 $ ( 2.74 ) $ 5.10

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Prepaid expenses and other current assets 14,634 6,470

Assets held for sale 3,059 —

Total current assets 219,892 202,129

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Accrued expenses 109,770 119,430

Income tax and distribution payable 4 847

Income taxes and tax distribution payable 151 4

Payable pursuant to tax receivable agreement, current portion 271 —

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Payable pursuant to tax receivable agreement, less current portion 40,162 40,613

Long-term debt 18,000 —

Total liabilities 214,745 204,905

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Repurchase and retirement of common stock ( 144 ) ( 1 ) — — ( 7,867 ) — — — ( 7,868 )

Increase in payable pursuant to the tax receivable agreement — — — — ( 1,710 ) — — — ( 1,710 )

Increase in deferred tax asset from step-up in tax basis — — — — 2,619 — — — 2,619

Exchange of LLC Units for Class A Common Stock 145 1 — — 2,765 — — ( 2,765 ) 1

Issuance of Class B Common Stock — — 2 — — — — — —

Distributions to LLC Unit holders — — — — — — ( 3,131 ) ( 3,131 )

1 unchanged sentence

Balance at June 30, 2023 20,603 204 12 — 86,321 ( 4,340 ) 525,697 7,871 615,753

Net income — — — — — — 104,513 3,397 107,910

Net loss — — — — — — ( 55,912 ) ( 531 ) ( 56,443 )

Stock-based compensation, net of withholding taxes on vested equity awards 131 1 — — 3,397 — — — 3,398

Issuances of equity for services 12 — — — 1,179 — — — 1,179

Issuance of equity for exercise of options 31 — — — 1,317 — — — 1,317

Repurchase and retirement of common stock ( 699 ) ( 7 ) — — ( 29,836 ) — — — ( 29,843 )

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Exchange of LLC Units for Class A Common Stock 135 2 — — 2,521 — — ( 2,521 ) 2

Issuance of Class B Common Stock — — 2 — — — — — —

Distributions to LLC Unit holders — — — — — — — ( 114 ) ( 114 )

1 unchanged sentence

Balance at June 30, 2024 20,182 200 12 — 64,222 ( 4,198 ) 469,785 4,710 534,719

Net loss — — — — — — ( 55,912 ) ( 531 ) ( 56,443 )

Net income — — — — — — 14,879 361 15,240

Stock-based compensation, net of withholding taxes on vested equity awards ( 16 ) — — — 4,761 — — — 4,761

Issuances of equity for services 12 — — — 1,091 — — — 1,091

Issuance of equity for exercise of options — — — — 233 — — — 233

Repurchase and retirement of common stock ( 997 ) ( 10 ) — — ( 35,945 ) — — — ( 35,955 )

2 unchanged sentences

Exchange of LLC Units for Class A Common Stock 45 — — — 691 — — ( 691 ) —

Distributions to LLC Unit holders — — — — — — ( 114 ) ( 114 )

Foreign currency translation adjustment — — — — — ( 448 ) — ( 8 ) ( 456 )

8 unchanged sentences

Operating activities:

Net (loss) income $ ( 56,443 ) $ 107,910 $ 163,430

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income (loss) $ 15,240 $ ( 56,443 ) $ 107,910

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Non-cash compensation expense 5,916 4,935 5,894

7 unchanged sentences

Abandonment of construction in process — 8,735 —

Change in operating assets and liabilities (excluding effects of acquisition):

Change in operating assets and liabilities:

Trade receivables 106 45,257 ( 16,804 )

10 unchanged sentences

Proceeds from sale of property and equipment 543 120 202

Payment for acquisition, net of cash acquired — — ( 6,566 )

Net cash used in investing activities ( 27,374 ) ( 75,842 ) ( 54,638 )

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Tax distributions payable to non-controlling LLC Unit holders — — 776

Reclassification of properties to assets held for sale 3,059 — —

ROU assets obtained in exchange for lease liabilities 1,787 — —

Repurchase/retirement of common stock not settled — 527 —

39 unchanged sentences

The Company’s top ten dealers represented 42.8 %, 40.4 % and 41.1 %, of the Company’s net sales for the fiscal years ended June 30, 2025, 2024, and 2023, respectively.

Sales to the Company's dealers under common control of OneWater Marine, Inc.

represented approximately 23.7 %, 17.2 % and 16.8 % of the Company's consolidated net sales in the fiscal years ended June 30, 2024, 2023, and 2022 respectively.

Sale s 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

The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash equivalents.

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If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference.

For the fiscal year ended June 30, 2025, the Company performed a qualitative assessment on the reporting units which indicated that the fair value of its reporting units more likely than not exceeded their respective carrying amounts.

The Company did not recognize any goodwill impairment charges in the fiscal year ended June 30, 2025.

During the three months ended March 31, 2024, the Company determined certain indicators of potential impairment existed, warranting an interim impairment assessment of goodwill as of March 31, 2024.

1 unchanged sentence

As a result of these macroeconomic factors, specifically a decline in the fiscal year 2024 and fiscal year 2025 forecast, the Company performed a goodwill impairment analysis as of March 31, 2024 consistent with the Company’s approach for annual impairment testing, including similar models and inputs.

Based on such analysis, the Company determined that its estimated fair value for the Maverick Boat Group reporting unit is less than its carrying value as of March 31, 2024 and the Company recognized an impairment charge of $ 49,189 for the three months ended March 31, 2024.

Based on such analysis, the Company determined that its estimated fair value for the Maverick Boat Group reporting unit was less than its carrying value as of March 31, 2024 and the Company recognized an impairment charge of $ 49,189 for the three months ended March 31, 2024.

For the fiscal year ended June 30, 2024, the Company performed a qualitative assessment on the remaining reporting units which indicated that the fair value of its reporting units more likely than not exceeded their respective carrying amounts

1 unchanged sentence

For the fiscal year ended June 30, 2023, the Company performed a qualitative assessment on the remaining reporting units which indicated that the fair value of its reporting units more likely than not exceeded their respective carrying amounts.

The Company did no t recognize any goodwill impairment charges in the fiscal years ended June 30, 2023 and 2022.

The Company did no t recognize any goodwill impairment charges in the fiscal year ended June 30, 2023.

Intangible Assets

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While management believes the assumptions, estimates, appraisal methods and ensuing results are appropriate and represent the best evidence of fair value in the circumstances, modification or use of other assumptions or methods could have yielded different results.

The carrying amount of definite-lived intangible assets are reviewed whenever circumstances arise that indicate the carrying amount of an asset may not be recoverable.

The carrying amount of definite-lived intangible assets is reviewed whenever circumstances arise that indicate the carrying amount of an asset may not be recoverable.

The carrying value of these assets is compared to the undiscounted future cash flows the assets are expected to generate.

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The impairment was principally a result of a decline, in the fiscal year 2024 and fiscal year 2025 forecast, in the outlook for sales and operating performance relative to our business plan.

This charge was included in Goodwill and other intangible asset impairment on the consolidated statements of operations and comprehensive (loss) income.

This charge was included in Goodwill and other intangible asset impairment on the consolidated statements of operations and comprehensive income (loss).

No other intangible asset impairment loss was recorded.

6 unchanged sentences

The Company recognized $ 8,735 in abandonment of construction in process charges related to the ERP (Enterprise resource planning) project during the year ended June 30, 2024.

The charges pertain to long-lived assets including software and other capitalized costs specifically tied to the project and is captured in the Abandonment of construction in process line of the Company's Consolidated Statements of Operations and Comprehensive (Loss) Income (see Note 6).

Dealer Incentives

The Company provides for various structured dealer rebate and sales promotions incentives, which are recognized as a component of sales in measuring the amount of consideration the Company expects to receive in exchange for transferring goods, at the time of sale to the dealer.

The Company provides for various structured dealer rebates and sales promotions incentives, which are recognized as a component of sales in measuring the amount of consideration the Company expects to receive in exchange for transferring goods, at the time of sale to the dealer.

Examples of such programs include rebates, seasonal discounts and other allowances.

1 unchanged sentence

Actual results may differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive programs or if dealer achievement or other items vary from historical trends.

Free floor financing incentives include payments to the lenders providing floor plan financing to the dealers or directly to the dealers themselves.

Free floor financing incentives are estimated at the time of sale to the dealer based on the expected expense to the Company over the term of the free flooring period and are recognized as a reduction in sales.

Free floor plan financing incentives include payments to the lenders providing floor plan financing to the dealers or directly to the dealers themselves.

Free floor plan financing incentives are estimated at the time of sale to the dealer based on the expected expense to the Company over the term of the free flooring period and are recognized as a reduction in sales.

The Company accounts for both incentive payments directly to dealers and payment to third party lenders in this manner.

66 unchanged sentences

From time to time, however, the Company may accept returns in limited circumstances and at the Company’s discretion under its warranty policy, which generally limits returns to instances of manufacturing defects.

The Company may be obligated, in the event of default by a dealer, to accept returns of unsold boats under its repurchase commitment to floor financing providers, who are able to obtain such boats through foreclosure.

The Company may be obligated, in the event of default by a dealer, to accept returns of unsold boats under its repurchase commitment to floor plan financing providers, who are able to obtain such boats through foreclosure.

The Company accrues returns when a repurchase and return, due to the default of one of its dealers, is determined to be probable and the amount of the return is reasonably estimable.

6 unchanged sentences

Delivery Costs

Shipping and freight costs are included in cost of sales in the accompanying consolidated statements of operations and comprehensive (loss) income.

Shipping and freight costs are included in cost of sales in the accompanying consolidated statements of operations and comprehensive income (loss).

Advertising Costs

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Stock awards granted on November 4, 2024, November 6, 2023 and November 3, 2022 based on total shareholder return were valued using a Monte Carlo simulation.

The fair value of restricted stock unit awards granted under the Company's Long Term Incentive Plan ("Incentive Plan") are measured based on the market price of the Company’s stock on the grant date.

The fair value of restricted stock unit awards granted under the Company's Long Term Incentive Plans are measured based on the market price of the Company’s stock on the grant date.

See Note 15 for more information.

1 unchanged sentence

The functional currency for the Company's consolidated foreign subsidiary is the applicable local currency.

The assets and liabilities are translated at the foreign exchange rate in effect at the applicable reporting date, and the consolidated statements of operations and comprehensive (loss) income and cash flows are translated at the average exchange rate in effect during the applicable period.

The assets and liabilities are translated at the foreign exchange rate in effect at the applicable reporting date, and the consolidated statements of operations and comprehensive income (loss) and cash flows are translated at the average exchange rate in effect during the applicable period.

Exchange rate fluctuations on translating the foreign currency financial statements into U.S.

dollars that result in unrealized gains or losses are referred to as translation adjustments.

Cumulative translation adjustments are reflected as a component of "Accumulated other comprehensive loss, net of tax," in the stockholders' equity section of the accompanying consolidated balance sheets and periodic changes are included in comprehensive (loss) income.

Comprehensive (Loss) Income

Components of comprehensive (loss) income include net (loss) income and foreign currency translation adjustments.

The Company has chosen to disclose comprehensive (loss) income in a single continuous consolidated statement of operations and comprehensive (loss) income.

Comprehensive Income (Loss)

Components of comprehensive income (loss) include net income (loss) and foreign currency translation adjustments.

The Company has chosen to disclose comprehensive income (loss) in a single continuous consolidated statement of operations and comprehensive income (loss).

Recent Accounting Pronouncements

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Early adoption is permitted.

The Company is currently evaluating the effect of adopting this ASU.

We adopted ASU 2023-07 in the fourth quarter of fiscal 2025.

The adoption of this guidance resulted in additional financial statement disclosures and had no impact to our consolidated financial condition, results of operations, or cash flows.

See Note 19 - Segment Reporting which includes the disclosures resulting from our adoption of this guidance.

In December, 2023, the FASB issued ASU No.

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Early adoption is permitted.

The Company is currently assessing the pronouncement and its impact on its income tax disclosures and related cash flow disclosures, but it does not impact the Company’s results of operations, or financial condition.

In November 2024, the FASB issued ASU No.

2024-03 “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses " which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses.

The updated standard is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the effect of adopting this ASU.

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Non-controlling Interest

The non-controlling interest on the consolidated statements of operations and comprehensive (loss) income represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, the LLC, held by the non-controlling LLC Unit holders.

The non-controlling interest on the consolidated statements of operations and comprehensive income (loss) represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, the LLC, held by the non-controlling LLC Unit holders.

Non-controlling interest on the consolidated balance sheets represents the portion of net assets of the Company attributable to the non-controlling LLC Unit holders, based on the portion of the LLC Units owned by such Unit holders.

7 unchanged sentences

Balance of non-controlling interest as of June 30, 2023

Allocation of income to non-controlling LLC Unit holders for period 3,397

Allocation of loss to non-controlling LLC Unit holders for period ( 531 )

Distributions paid and payable to non-controlling LLC Unit holders for period ( 114 )

2 unchanged sentences

Allocation of income to non-controlling LLC Unit holders for period 361

Distributions paid and payable to non-controlling LLC Unit holders for period ( 114 )

Reallocation of non-controlling interest ( 699 )

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During the fiscal year ended June 30, 2025, the Company caused the LLC to issue a total of 193,914 LLC Units to the Company in connection with (i) the Company's issuance of Class A Common Stock to non-employee directors for their services, (ii) the issuance of Class A Common Stock for the vesting of awards granted under the Malibu Boats, Inc.

Long-Term Incentive Plan (the "Incentive Plan"), (iii) the issuance of restricted Class A Common Stock granted under the Incentive Plan, and (iv) the issuance of Class A Common Stock to LLC Unit holders in exchange of their LLC Units.

During fiscal year 2024, 17,804 LLC Units were canceled in connection with the vesting of share-based equity awards to satisfy employee tax withholding requirements, 20,080 LLC Units were canceled in connection with the vesting of stock awards with a market condition that were deemed to not be achieved and zero LLC Units were canceled in connection with the forfeiture of stock awards.

incentive plans, (iii) the issuance of restricted Class A Common Stock granted under the incentive plans, (iv) the issuance of Class A Common Stock to LLC Unit holders in exchange of their LLC Units and (v) the issuance of Class A Common Stock for the exercise of options granted under the incentive plans.

During fiscal year 2025, 6,885 LLC Units were canceled in connection with the vesting of share-based equity awards to satisfy employee tax withholding requirements, 50,200 LLC Units were canceled in connection with stock awards with a performance condition that was deemed to not be achieved and 94,732 LLC Units were cancelled in connection with the forfeiture of stock awards.

In connection with the cancellation of LLC Units described above, an equivalent 151,817 treasury shares were retired in accordance with the LLC Agreement.

Also during fiscal year 2024, 699,958 LLC Units were redeemed and canceled by the LLC in connection with the purchase and retirement of treasury shares under the Company's stock repurchase program.

Also during fiscal year 2025, 997,791 LLC Units were redeemed

and canceled by the LLC in connection with the purchase and retirement of treasury shares under the Company's stock repurchase programs.

Distributions and Other Payments to Non-controlling Unit Holders

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If the actual taxable income of the LLC multiplied by the estimated tax rate exceeds the tax distributions made in a calendar year, the LLC may make true-up distributions to its members, if cash or borrowings are available for such purposes.

As of June 30, 2024 and 2023, tax distributions payable to non-controlling LLC Unit holders were $ 0 and $ 776 , respectively.

As of June 30, 2025 and 2024, the tax distributions payable to non-controlling LLC Unit holders wer e $ 0 .

During the fiscal years ended June 30, 2025, 2024, and 2023, tax distributions paid to the non-controlling LLC Unit holders were $ 0 , $ 890 , and $ 3,401 , respectively.

2 unchanged sentences

If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC Units.

Acquisition of Certain Assets of AmTech, LLC and BTR, LLC

On February 1, 2022, Malibu Electronics, LLC, a newly-formed, wholly-owned, direct subsidiary of Boats LLC, entered into an asset purchase agreement to acquire certain assets of AmTech, LLC, an Alabama limited liability company, and real property of BTR, LLC, an Alabama limited liability company.

Boats LLC acquired the assets related to the manufacturing and distribution of wiring harnesses that had previously been sold by Amtech, LLC to Boats LLC and its subsidiaries.

The acquisition continues the vertical integration strategy of the Company by acquiring its primary supplier of wiring harnesses for Malibu and Axis boats.

The Company accounted for the transaction in accordance with ASC Topic 805, Business Combinations .

Inventories, net

11 unchanged sentences

See Note 17 of our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

As of June 30,

Prepaid expenses $ 4,257 $ 5,808

Insurance receivables 8,375 —

Other receivables 2,002 662

Total prepaid expenses and other current assets $ 14,634 $ 6,470

Insurance receivables include approximately $ 7,800 related to a settlement amount associated with a claim that the Company has filed with its insurance carrier and, based on communications with the insurer and its own assessment, believes that recovery of the loss is probable.

For more information, refer to Note 17 of our consolidated financial statements included elsewhere in this report.

Property, Plant, and Equipment, net

Property, plant, and equipment acquired outside of acquisition are stated at cost.

When property, plant, and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is accounted for in the consolidated statement of operations and comprehensive (loss) income.

When property, plant, and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is accounted for in the consolidated statements of operations and comprehensive income (loss).

Major additions are capitalized;

10 unchanged sentences

As such, the Company recorded a non-cash charge of $ 8,735 associated with the abandonment of the ERP project.

The abandonment pertains to long-lived assets including software and other capitalized costs specifically tied to the project and is captured in the abandonment of construction in process line of the Company's Consolidated Statements of Operations and Comprehensive (Loss) Income.

No impairment charges were recorded for the fiscal years ended June 30, 2025 and 2023 in the Company’s consolidated financial statements.

8 unchanged sentences

Less accumulated depreciation ( 135,848 ) ( 108,347 )

$ 244,601 $ 204,792

Property, plant and equipment, net $ 235,877 $ 244,601

Included within the current asset section of our consolidated balance sheet at June 30, 2025 is an amount classified as assets held for sale totaling $ 3.1 million.

The property is valued at its carrying value, which was less than the fair value minus costs to sell.

The assets held for sale consist of the land and building from the former Malibu Electronics (included within the Malibu segment) manufacturing building located in Alexander City, Alabama.

The Company no longer has a use for this building as the current Malibu Electronics manufacturing building is now located in Loudon, Tennessee.

The assets meet the criteria for classification as held for sale as the Company has committed to a plan to sell the assets and they are available for immediate sale in their present obligation and expected to sell within 12 months.

Depreciation expense was $ 31,794 , $ 26,178 and $ 21,912 for the fiscal years ended June 30, 2025, 2024 and 2023, respectively, substantially all of which was recorded in cost of sales.

4 unchanged sentences

$ 12,072 $ 68,714 $ 19,791 $ 100,577

Impairment related to Maverick Boat Group — ( 49,189 ) — $ ( 49,189 )

Effect of foreign currency changes on goodwill

( 227 ) — — ( 227 )

Goodwill as of June 30, 2024

12,099 19,525 19,791 51,415

Impairment related to Maverick Boat Group — ( 49,189 ) — $ ( 49,189 )

Effect of foreign currency changes on goodwill

( 109 ) — — ( 109 )

Goodwill as of June 30, 2025

18 unchanged sentences

Additionally, during the Company's interim impairment evaluation of indefinite-lived intangibles, the Company recorded an impairment charge on trade names of $ 39,200 related to the Maverick Boat Group reporting unit.

This charge was included in Goodwill and other intangible asset impairment on the consolidated statements of operations and comprehensive (loss) income.

No other intangible asset impairment loss was recorded.

This charge was included in Goodwill and other intangible asset impairment on the consolidated statements of operations and comprehensive income (loss).

No other intangible asset impairment loss was recorded in fiscal years 2025, 2024 or 2023.

For more information, refer to Note 1 of our consolidated financial statements included elsewhere in this report.

10 unchanged sentences

Current operating lease liabilities 2,408 2,177

Litigation settlement — 100,000

Accrued legal and professional fees 33,729 22,467

3 unchanged sentences

Total accrued expenses $ 109,770 $ 119,430

Litigation settlement represents the settlement of product liability cases in June 2023 for $ 100.0 million.

Accrued legal and professional fees include approximately $ 21,000 in insurance coverage proceeds that are subject in certain cases to reservations of rights by the insurance carriers.

The proceeds will be considered a liability in accrued expenses until the resolution of the litigation.

For more information, refer to Note 17 of our consolidated financial statements included elsewhere in this Annual Report.

Government grant includes approximately $ 5,867 related to an Economic Development Grant to be paid by the State of Tennessee in relation to the Roane County Property Purchase and Related Improvements.

Accrued legal and professional fees also includes approximately $ 7,800 related to a settlement amount associated with a claim that the Company has filed with its insurance carrier and, based on communications with the insurer and its own assessment, believes that recovery of the loss is probable.

Additionally, accrued legal and professional fees include approximately $ 3,500 related to the settlement agreement with Mark E.

Andrews, Chapter 11 Trustee (the “Trustee”) for Tommy’s Fort Worth LLC and its affiliate debtors, which agreement was approved by the United States Bankruptcy Court of the Northern District of Texas, Fort Worth Division (the "Bankruptcy Court") and is subject to certain conditions.

For more information, refer to Note 17 of our consolidated financial statements included elsewhere in this report.

Government grant includes approximately $ 4,089 related to an Economic Development Grant to be paid by the State of Tennessee in relation to the Company's recent purchase of a production facility in Roane County, Tennessee and the moving production of certain models of Cobalt boats from Kansas to Tennessee.

The grant requires the Company to create and maintain a specified number of jobs in order to retain the grant.

1 unchanged sentence

Product Warranties

The Company's Malibu and Axis brand boats have a limited warranty for a period up to five years .

The Company's Malibu and Axis brand boats have a limited warranty for a period of up to five years .

The Company's 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.

10 unchanged sentences

The Company assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Beginning in model year 2016, the Company increased the term of its limited warranty for Malibu brand boats from three years to five years and for Axis brand boats from two years to five years .

Beginning in model year 2016, the Company increased the term of its limited warranty for Malibu brand boats from three years to five

years and for Axis brand boats from two years to five years .

Beginning in model year 2018, the Company increased the term of its bow-to-stern warranty for Cobalt brand boats from three years to five years .

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Ending balance $ 40,970 $ 37,967 $ 41,709

As of June 30, 2024 and 2023, the Company did not have any outstanding debt.

Outstanding debt consisted of the following:

As of June 30,

Term loan $ — $ —

Revolving credit loan 18,000 —

Total debt 18,000 —

Less current maturities — —

Long-term debt less current maturities $ 18,000 $ —

Long-Term Debt

As of June 30, 2024, the Company had a revolving credit facility with borrowing capacity of up to $ 350,000 .

As of June 30, 2024, the Company had zero outstanding under its revolving credit facility and $ 1,578 in outstanding letters of credit with $ 348,422 available for borrowing.

The revolving credit facility matures on July 8, 2027.

As of June 30, 2023, the Company reclassified unamortized debt issuance costs into Other assets.

On July 8, 2022, Boats LLC entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) that amended and restated its second amended and restated credit agreement dated as of June 28, 2017.

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Boats LLC has the option to request that lenders increase the amount available under the revolving credit facility by, or obtain incremental term loans of, up to $ 200,000 , subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

As of June 30, 2025, the Company had $ 18,000 outstanding under its revolving credit facility and $ 1,697 in outstanding letters of credit with $ 330,303 available for borrowing.

The revolving credit facility matures on July 8, 2027.

The obligations of Boats LLC under the Credit Agreement are guaranteed by the LLC, and, subject to certain exceptions, the present and future domestic subsidiaries of Boats LLC, and all such obligations are secured by substantially all of the assets of the LLC, Boats LLC and such subsidiary guarantors.

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The Credit Agreement contains certain customary restrictive covenants regarding indebtedness, liens, fundamental changes, investments, share repurchases, dividends and distributions, disposition of assets, transactions with affiliates, negative pledges, hedging transactions, certain prepayments of indebtedness, accounting changes and governmental regulation.

For example, the Credit Agreement generally prohibits the LLC, Boats LLC

and the subsidiary guarantors from paying dividends or making distributions, including to the Company.

The credit facility permits, however, (i) distributions based on a member’s allocated taxable income, (ii) distributions to fund payments that are required under the LLC’s tax receivable agreement, (iii) purchase of stock or stock options of the LLC from former officers, directors or employees of loan parties or payments pursuant to stock option and other benefit plans up to $ 5,000 in any fiscal year, and (iv) repurchases of the Company's outstanding stock and LLC Units.

For example, the Credit Agreement generally prohibits the LLC, Boats LLC and the subsidiary guarantors from paying dividends or making distributions, including to the Company.

The credit facility

permits, however, (i) distributions based on a member’s allocated taxable income, (ii) distributions to fund payments that are required under the LLC’s tax receivable agreement, (iii) purchase of stock or stock options of the LLC from former officers, directors or employees of loan parties or payments pursuant to stock option and other benefit plans up to $ 5,000 in any fiscal year, and (iv) repurchases of the Company's outstanding stock and LLC Units.

In addition, the LLC may make unlimited dividends and distributions if its consolidated leverage ratio is 2.75 or less and certain other conditions are met, subject to compliance with certain financial covenants.

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Selling and marketing, and general and administrative 787 838 878

Sublease income Other expense (income), net ( 38 ) ( 38 ) ( 38 )

Sublease income Other income, net ( 38 ) ( 38 ) ( 38 )

Cash paid for amounts included in the measurement of operating lease liabilities Cash flows from operating activities 2,667 2,661 2,555

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The weighted average remaining lease term for the fiscal year ended June 30, 2025 and 2024 was 3.02 years and 3.60 years, respectively.

As of June 30, 2024 and 2023, the weighted average discount rate determined based on the Company's incremental borrowing rate is 3.67 % for both periods.

As of June 30, 2025 and 2024, the weighted average discount rate determined based on the Company's incremental borrowing rate is 4.64 % and 3.67 %, respectively.

Future annual minimum lease payments for the following fiscal years as of June 30, 2025 are as follows:

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Beginning balance $ 40,613 $ 43,465

Additions to tax receivable agreement:

Additions (reductions) to tax receivable agreement:

Exchange of LLC Units for Class A Common Stock 167 1,320

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The aggregate Tax Receivable Agreement liability represents 85 % of the tax benefits that the Company expects to receive in connection with the Section 754 election.

In accordance with the Tax Receivable Agreement, the next annual payment is anticipated once net operating losses are utilized and there is sufficient taxable income.

In accordance with the Tax Receivable Agreement, the next payment is anticipated to occur after considering net operating loss utilization and whether there is sufficient taxable income.

Malibu Boats, Inc.

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The effects of the new legislation were recognized upon enactment.

The Company accrued $ 0.3 million excise tax for stock repurchases during fiscal year's ended June 30, 2024.

The Company accrued $ 0.4 million excise tax for stock repurchases during fiscal years ended June 30, 2025.

The Company did not recognize any significant impact to income tax expense for the fiscal years ended June 30, 2025 or June 30, 2024 relating to the Inflation Reduction Act.

The components of (benefit) for income taxes are as follows:

On July 4, 2025, the U.S.

1 "A bill to provide for reconciliation pursuant to Title II of H.

14", commonly referred to as the One Big Beautiful Bill Act ("OBBBA").

The OBBBA contains a broad range of provisions affecting businesses, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, including provisions related to bonus depreciation and research and development expensing, as well as modifications to foreign derived intangible income and the restoration of other favorable tax provisions.

The legislation has multiple effective dates, with certain provisions, including elective 100% bonus depreciation for assets placed in service after January 19, 2025, with many others generally not effective until 2026 through 2027.

We are currently assessing its impact on our consolidated financial statements, which will be incorporated during the period of enactment.

The components of income taxes (benefit) are as follows:

Fiscal Year Ended June 30,

2025 2024 2023

Current tax expense:

Current tax expense (benefit):

Federal $ 715 $ 2,358 $ 39,462

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Total current 1,472 3,127 49,864

Deferred tax (benefit) expense:

Deferred tax expense (benefit):

Federal 3,641 ( 3,872 ) ( 14,230 )

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Total deferred 3,551 ( 4,469 ) ( 16,283 )

Income tax (benefit) expense $ ( 1,342 ) $ 33,581 $ 46,535

The income tax (benefit) expense differs from the amount computed by applying the federal statutory income tax rate to (loss) income from continuing operations before income taxes.

Income tax expense (benefit) $ 5,023 $ ( 1,342 ) $ 33,581

The income tax expense (benefit) differs from the amount computed by applying the federal statutory income tax rate to income (loss) from continuing operations before income taxes.

The sources and tax effects of the differences are as follows:

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2025 2024 2023

Federal tax (benefit) provision at statutory rate ( 21.0 ) % 21.0 % 21.0 %

Federal tax provision (benefit) at statutory rate 21.0 % ( 21.0 ) % 21.0 %

State income taxes, net of federal benefit 2.4 ( 0.3 ) 3.5

Permanent differences attributable to partnership investment 0.3 1.5 ( 0.5 )

Certain federal tax code limitations 1.1 0.7 0.8

Restricted stock shortfall (windfall) 1.3 0.6 ( 0.3 )

R&D credits ( 2.5 ) ( 0.9 ) ( 0.2 )

Impairment charges - Maverick — 17.9 —

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Other, net 1.7 ( 0.6 ) ( 0.1 )

Total income (benefit) tax on continuing operations ( 2.3 ) % 23.7 % 22.2 %

Total income tax (benefit) continuing operations 24.8 % ( 2.3 ) % 23.7 %

Per Regulation S-X 4-08(h)(2), certain line items above exceed rate reconciliation reporting thresholds in the current year.

For presentation purposes, these items have been broken out of Other, net for prior year for comparison purposes.

The Company’s effective tax rate includes a rate benefit attributable to the fact that the Company’s subsidiary operated as a limited liability company which was not subject to federal income tax.

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Reductions due to statute settlements ( 171 ) ( 130 ) ( 156 )

Additions (reductions) for tax positions of prior years 79 39 ( 8 )

Additions for tax positions of prior years 36 79 39

Balance as of June 30 $ 1,787 $ 1,796 $ 1,718

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Exchange of LLC Units for Class A Common Stock and Issuance of Class B Common Stock

During fiscal year 2022, no non-controlling LLC Unit holders exchanged LLC Units for the issuance of Class A Common Stock.

As there were no exchanges, no shares of Class B Common Stock were automatically transferred to the Company and retired.

As of June 30, 2022, the Company had a total of 10 shares of its Class B Common Stock issued and outstanding.

During fiscal year 2023, two non-controlling LLC Unit holders exchanged LLC Units for the issuance of Class A Common Stock.

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As of June 30, 2024, the Company had a total of 12 shares of its Class B Common Stock issued and outstanding.

During fiscal year 2025, two non-controlling LLC Unit holders exchanged LLC Units for the issuance of Class A Common Stock.

In connection with the exchange, no shares of Class B Common Stock were automatically transferred to the Company and retired.

As of June 30, 2025, the Company had a total of 12 shares of its Class B Common Stock issued and outstanding.

Stock Repurchase Program

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The Fiscal 2023 Repurchase Program expired on November 8, 2023.

On November 3, 2022, the board of directors of the Company authorized a stock repurchase program for the repurchase of up to $ 100,000 of Class A Common Stock and the LLC Units for the period from November 8, 2022 to November 8, 2023 (the “Fiscal 2023 Repurchase Program”).

During fiscal year 2024, under the Fiscal 2023 Repurchase Program, the Company repurchased 261,962 shares of Class A Common Stock for $ 12,526 in cash including related fees and expenses.

The Fiscal 2023 Repurchase Program expired on November 8, 2023.

On October 26, 2023, the Board of Directors of the Company authorized a stock repurchase program for the repurchase of up to $ 100,000 of Class A Common Stock and LLC Units for the period from November 8, 2023 to November 8, 2024 (the "Fiscal 2024 Repurchase Program").

Under the Fiscal 2024 Repurchase Program, the Company repurchased 437,996 and 519,466 shares of Class A Common Stock for fiscal 2024 and fiscal 2025, respectively, for $ 17,317 and $ 20,200 in cash including related fees and expenses for fiscal 2024 and fiscal 2025, respectively.

The Fiscal 2024 Repurchase program expired on November 8, 2024.

On October 23, 2024, the Board of Directors of the Company authorized a stock repurchase program for the repurchase of up to $ 50.0 million of Class A Common Stock and LLC Units for the period from November 8, 2024 to June 30, 2025 (the "Fiscal 2025 Repurchase Program").

During fiscal year 2025, under the Fiscal 2025 Repurchase Program, the Company repurchased 478,325 shares of Class A Common Stock for $ 15,756 in cash including related fees and expenses.

As of June 30, 2024, $ 82,683 was available to repurchase shares of Class A Common Stock and LLC Units under the Fiscal 2024 Repurchase Program.

The Fiscal 2025 Repurchase program expired on June 30, 2025.

On June 24, 2025, the Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $ 50.0 million of our Class A Common Stock and LLC Units (the "Fiscal 2026 Repurchase Program") for the period from July 1, 2025 to June 30, 2026.

Class A Common Stock and Class B Common Stock

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Pursuant to the Company's certificate of incorporation and bylaws, each share of Class A Common Stock entitles the holder to one vote with respect to each matter presented to the Company's stockholders on which the holders of Class A Common Stock are entitled to vote.

Each holder of Class B Common Stock shall be entitled to the number of votes equal to the total number of LLC Units held by such holder multiplied by the exchange rate specified in the Exchange Agreement with respect to each matter presented to the Company's stockholders on which the holders of Class B Common Stock are entitled to vote.

matter presented to the Company's stockholders on which the holders of Class B Common Stock are entitled to vote.

Accordingly, the holders of LLC Units collectively have a number of votes that is equal to the aggregate number of LLC Units that they hold.

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The Company's board of directors may also designate the rights, preferences and privileges of the holders of each such series of preferred stock, any or all of which may be greater than or senior to those granted to the holders of common stock.

Though the actual effect of any such issuance on the rights of the holders of common stock will not be known until the

Company's board of directors determines the specific rights of the holders of preferred stock, the potential effects of such an issuance include:

Though the actual effect of any such issuance on the rights of the holders of common stock will not be known until the Company's board of directors determines the specific rights of the holders of preferred stock, the potential effects of such an issuance include:

• diluting the voting power of the holders of common stock;

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Equity Awards Issued Under the Malibu Boats, Inc.

Long-Term Incentive Plan

On January 6, 2014, the Company’s board of directors adopted the Malibu Boats, Inc.

Incentive Plan.

The Incentive Plan, which became effective on January 1, 2014, reserves for issuance up to 1,700,000 shares of Malibu Boats, Inc.

Incentive Plans

The Company adopted a Long Term Incentive Plan (the "2014 Incentive Plan") which became effective on January 1, 2014, and reserves for issuance up to 1,700,000 shares of Malibu Boats, Inc.

Class A Common Stock for the Company’s employees, consultants, members of its board of directors and other independent contractors at the discretion of the compensation committee.

Incentive stock awards authorized under the 2014 Incentive Plan include unrestricted shares of Class A Common Stock, stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent awards and performance awards.

As of June 30, 2024, there were 61,146 shares available for future issuance under the Incentive Plan.

As of December 31, 2024, no further shares were to be issued from the 2014 Incentive Plan.

The number of any shares subject to stock options, restricted stock and restricted stock unit awards granted under the 2014 Incentive Plan that were outstanding as of October 23, 2024 and that are expired, forfeited, terminated, cancelled or otherwise reacquired after such date without having become vested will transfer to the 2024 Plan (defined below).

On April 14, 2023, Wayne Wilson notified the Company of his resignation from his position as Chief Financial Officer and Secretary of the Company and from all other positions held with the Company and each of its subsidiaries.

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Wilson’s resignation, he forfeited 57,866 shares of the Company’s Class A Common Stock underlying unvested restricted stock awards and performance awards previously granted to Mr.

On November 3, 2020, under the Incentive Plan, the Company granted approximately 33,000 restricted service based stock units and 25,000 restricted service based stock awards to key employees under the Incentive Plan.

The grant date fair value of these awards was $ 3,145 based on a stock price of $ 54.47 per share on the date of grant.

Approximately 58 % of the awards vest ratably over three years and approximately 42 % of the awards vest ratably over four years .

Stock-based compensation expense attributable to the service based units and awards is amortized on a straight-line basis over the requisite service period.

On November 3, 2020, under the Incentive Plan, the Company granted to key employees a target amount of approximately 18,000 restricted stock awards with a performance condition.

The number of shares that will ultimately be issued, if any, is

based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2023.

The maximum number of shares that can be issued if an elevated earnings target is met, adjusted to reflect the forfeiture of shares in connection with the resignation of the Company’s former Chief Financial Officer, is approximately 21,000 .

The actual number of shares issued upon vesting was approximately 14,000 , as the 21,000 shares earned was reduced by an amount of shares withheld to cover taxes.

The original grant date fair value of the awards was estimated to be $ 1,002 , based on a stock price of $ 54.47 .

Compensation costs associated with the performance awards are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation.

On November 3, 2020, under the Incentive Plan, the Company granted to key employees a target amount of approximately 18,000 stock awards with a market condition.

The number of shares that will ultimately be issued, if any, is based on a total shareholder return ("TSR") computation that involves comparing the movement in the Company's stock price to movement in a market index from the grant date through November 3, 2023.

The maximum number of shares that can be issued if an elevated TSR target is met, adjusted to reflect the forfeiture of shares in connection with the resignation of the Company’s former Chief Financial Officer, is approximately 28,000 .

The actual number of shares issued upon vesting was approximately 5,000 , net of 20,000 shares not achieved and taxes withheld.

The original grant date fair value of the awards was estimated to be $ 1,293 , which was estimated using a Monte Carlo simulation.

The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair market value for the stock award.

Compensation costs are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation.

On February 7, 2025, Mr.

Ritchie Anderson retired from his position as President of the Company and from all other positions held with the Company and each of its subsidiaries.

In connection with Mr.

Anderson’s retirement, Mr.

Anderson forfeited 187,431 shares of the Company’s Class A Common Stock underlying unvested restricted stock awards, restricted stock units and performance awards previously granted to Mr.

On November 3, 2021, under the 2014 Incentive Plan, the Company granted approximately 32,000 restricted service-based stock units and 23,000 restricted service-based stock awards to key employees under the 2014 Incentive Plan.

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On November 3, 2021, under the 2014 Incentive Plan, the Company granted to key employees a target amount of approximately 18,000 restricted stock awards with a performance condition.

The number of shares that will ultimately be issued, if any, is based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2024.

The Company does not expect these shares to vest based on fiscal year 2024 financial performance.

The number of shares that would have ultimately been issued, if any, was to be based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2024.

All of the shares were forfeited as either the shares failed to vest due to resignation of the Company's former Chief Financial Officer, or the performance condition was not met.

The original grant date fair value of the awards was estimated to be $ 1,305 , based on a stock price of $ 74.25 .

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On November 3, 2021, under the 2014 Incentive Plan, the Company granted to key employees a target amount of approximately 18,000 stock awards with a market condition.

The number of shares that would have ultimately been issued, if any, was to be based on a total shareholder return ("TSR") computation that involves comparing the movement in the Company's stock price to movement in a market index from the grant date through November 3, 2024.

The maximum number of shares that could be issued if the elevated TSR target was met, approximately 29,000 , adjusted to reflect the forfeiture of

shares in connection with the resignation of the Company’s former Chief Financial Officer.

The remaining shares failed to vest as the market condition was not met.

The original grant date fair value of the awards was estimated to be $ 1,688 , which was estimated using a Monte Carlo simulation.

Compensation costs are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation .

Compensation costs are recognized over the requisite service period in accordance with ASC Topic 718, Compensation—Stock Compensation .

On May 6, 2022, under the 2014 Incentive Plan, the Company granted approximately 27,000 restricted service-based stock units to key employees under the 2014 Incentive Plan.

The grant date fair value of these awards was $ 1,376 based on a stock price of $ 51.89 per share on the date of grant.

The grant vests ratably over three years on a bi-annual basis.

Stock-based compensation expense attributable to the service-based units and awards is amortized on a straight-line basis over the requisite service period.

The grant vested ratably over three years on a bi-annual basis.

Stock-based compensation expense attributable to the service-based units and awards was amortized on a straight-line basis over the requisite service period.

On November 3, 2022, under the 2014 Incentive Plan, the Company granted approximately 61,000 restricted service based stock units and 35,000 restricted service based stock awards to key employees under the 2014 Incentive Plan.

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On November 3, 2022, under the 2014 Incentive Plan, the Company granted to key employees a target amount of approximately 26,000 restricted stock awards with a performance condition.

The number of shares that will ultimately be issued, if any, is

based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2025.

The number of shares that will ultimately be issued, if any, is based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2025.

The maximum number of shares that can be issued if an elevated earnings target is met, adjusted to reflect the forfeiture of shares in connection with the resignations of the Company’s former Chief Financial Officer and President is approximately 25,000 .

These shares failed to vest due to fiscal year 2025 financial performance.

The original grant date fair value of the awards was estimated to be $ 1,380 , based on a stock price of $ 52.25 .

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The maximum number of shares that can be issued if an elevated TSR target is met, adjusted to reflect the forfeiture of shares in connection with the resignations of the Company’s former Chief Financial Officer and President, is approximately 33,000 .

The original grant date fair value of the awards was estimated to be $ 1,808 , which was estimated using a Monte Carlo simulation.

Compensation costs are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation .

Compensation costs are recognized over the requisite service period in accordance with ASC Topic 718, Compensation—Stock Compensation .

On November 6, 2023, under the 2014 Incentive Plan, Malibu Boats, Inc.

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The number of shares that will ultimately be issued, if any, is based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2026.

The maximum number of shares that can be issued if an elevated earnings target is met is approximately 39,000 .

The grant date fair value of the awards were estimated to be $ 1,167 , based on a stock price of $ 44.87 .

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granted to employees a target amount of approximately 26,000 stock awards with a market condition.

The number of shares that will ultimately be issued, if any, is based on a total shareholder return ("TSR") computation that involves comparing the movement in Malibu Boats, Inc.'s stock price to movement in a market index from the grant date through November 6, 2026.

The maximum number of shares that can be issued if an elevated TSR target is met is approximately 52,000 .

The grant date fair value of the awards were estimated to be $ 1,284 , which is estimated using a Monte Carlo simulation.

The number of shares that will ultimately be issued, if any, is based on a total shareholder return ("TSR") computation that involves comparing the movement in Malibu Boats, Inc.'s stock

price to movement in a market index from the grant date through November 6, 2026.

The maximum number of shares that can be issued if an elevated TSR target is met, adjusted to reflect the forfeiture of shares in connection with the resignation of the Company's former President, is approximately 35,000 .

The grant date fair value of the awards was estimated to be $ 1,284 , which is estimated using a Monte Carlo simulation.

Compensation costs are recognized over the requisite service period based on probability of achievement in accordance with ASC Topic 718, Compensation—Stock Compensation .

Compensation costs are recognized over the requisite service period in accordance with ASC Topic 718, Compensation—Stock Compensation .

On November 27, 2023, under the 2014 Incentive Plan, Malibu Boats, Inc.

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The combined grant date fair value of these awards was $ 600 based on a stock price of $ 44.85 per share on the date of grant.

On February 20, 2024, following the announcement of upcoming departure of Malibu’s Chief Executive Officer, Malibu Boats, Inc.

On February 20, 2024, following the announcement of the upcoming departure of Malibu’s Chief Executive Officer, Malibu Boats, Inc.

granted a one-time award of 92,699 restricted stock units to its President and 5,330 shares of restricted stock to a non-employee director who was appointed Executive Chair.

The award to the President will vest over four years and has a fair value of $ 4,000 .

The award to the President, which was to vest over four years and had a fair value of $ 4,000 , failed to vest upon his retirement.

The award to the Executive Chair vested immediately and has a fair value of $ 230 .

The fair value of both awards was based on a stock price of $ 43.15 on the date of grant.

On August 5, 2024, under the 2014 Incentive Plan, Malibu Boats, Inc.

granted two awards to its newly-appointed Chief Executive Officer.

The two service-based stock awards include 44,064 units that will vest in equal installments over three years and 14,363 units that will vest in one year .

The combined grant date fair value of these awards was $ 2,047 based on a stock price of $ 35.04 per share on the date of grant.

On October 23, 2024, at the Company’s annual meeting of stockholders (the “2024 Annual Meeting”) the Company’s stockholders approved the Malibu Boats, Inc.

2024 Performance Incentive Plan (the “2024 Plan”), to replace the 2014 Incentive Plan effective as of the date of stockholder approval.

The 2024 Plan provides for an aggregate limit of up to (i) 1,020,000 shares of common stock plus (ii) the number of shares subject to stock options granted under the 2014 Incentive Plan and outstanding as of the date of the 2024 Annual Meeting, which expire, or for any reason are cancelled or terminated, after the date of the 2024 Annual Meeting without being exercised, plus (iii) the number of any shares subject to restricted stock or restricted stock unit awards under the 2014 Incentive Plan that are outstanding and unvested as of the date of the 2024 Annual Meeting which are forfeited, terminated, cancelled, or otherwise reacquired after the date of the 2024 Annual Meeting without having become vested.

The Company’s directors, officers and employees, as well as any of the officers or employees of the Company’s subsidiaries, certain consultants and advisors are currently eligible to receive equity awards under the 2024 Plan.

As of June 30, 2025, without consideration of the shares ultimately to be added upon the completion of the 2014 Incentive Plan, 864,430 shares remain available for future issuance under the 2024 Plan.

On November 4, 2024, under the 2024 Plan, Malibu Boats, Inc.

granted approximately 71,000 restricted service-based stock units and 22,000 restricted service-based stock awards to employees.

The grant date fair value of these awards was $ 3,943 based on a stock price of $ 42.33 per share on the date of grant.

Approximately 76 % of the awards vest ratably over three years and approximately 24 % of the awards vest ratably over four years .

Stock-based compensation expense attributable to the service-based units and awards is amortized on a straight-line basis over the requisite service period.

On November 4, 2024, under the 2024 Plan, Malibu Boats, Inc.

granted to employees a target amount of approximately 16,000 restricted stock awards with a performance condition.

The number of shares that will ultimately be issued, if any, is based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2027.

The grant date fair value of the awards was estimated to be $ 697 , based on a stock price of $ 42.33 .

On November 4, 2024, under the 2024 Plan, Malibu Boats, Inc.

granted to employees a target amount of approximately 16,000 stock awards with a market condition.

The grant date fair value of the awards was estimated to be $ 868 which is estimated using a Monte Carlo simulation.

Compensation costs are recognized over the requisite service period in accordance with ASC Topic 718, Compensation—Stock Compensation.

The following table presents the number, grant date stock price per share, and weighted-average exercise price per share of the Company’s employee option awards:

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Total outstanding Options at beginning of year 17,973 $ 37.55 17,973 $ 37.55 49,223 $ 40.46

Options granted — — — — — —

Options exercised ( 5,989 ) 37.55 — — ( 31,250 ) 42.13

Options expired ( 11,984 ) 37.55 — — — —

Outstanding options at end of year — $ — 17,973 $ 37.55 17,973 $ 37.55

Exercisable at end of year — $ — 17,973 $ 37.55 17,973 $ 37.55

The weighted average remaining contractual life of options outstanding and options outstanding and exercisable as of June 30, 2024 was 0.54 years, respectively.

The total intrinsic value of options exercised during the years ended June 30, 2024, 2023 and 2022 was zero , $ 557 and $ 3,751 , respectively.

The total intrinsic value of options outstanding and options outstanding and exercisable at June 30, 2024 was zero , respectively.

The total intrinsic values are based on the Company’s closing stock price on the last trading day of the applicable year for in-the-money options.

The weighted average remaining contractual life of options outstanding and options outstanding and exercisable as of June 30, 2025 was zero years , respectively.

The total intrinsic value of options exercised during the years ended June 30, 2025, 2024 and 2023 was $ 33 , $ 0 and $ 557 , respectively.

The Company's non-employee directors receive an annual retainer for their services as directors consisting of both a cash retainer and equity awards in the form of Class A Common Stock or restricted stock units.

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If dividends are paid by the Company to its stockholders, directors would be entitled to receive an equal number of restricted stock units based on their proportional interest.

For the fiscal year ended June 30, 2025, the Company issued 12,503 shares of Class A Common Stock and 16,322 restricted stock units with a weighted-average grant date fair value of $ 37.66 to its non-employee directors for their services as directors pursuant to the Incentive Plan or the 2024 Plan.

For the fiscal year ended June 30, 2024, the Company issued 12,130 shares of Class A Common Stock, 13,429 restricted stock units and 5,330 shares of restricted stock with a weighted-average grant date fair value of $ 45.80 to its non-employee directors for their services as directors pursuant to the Incentive Plan.

For the fiscal year ended June 30, 2023, the Company issued 2,105 shares of Class A Common Stock and 20,643 restricted stock units with a weighted-average grant date fair value of $ 52.45 to its non-employee directors for their services as directors pursuant to the Incentive Plan.

For the fiscal year ended June 30, 2022, the Company issued 1,481 shares of Class A Common Stock and 14,258 restricted stock units with a weighted-average grant date fair value of $ 72.42 to its non-employee directors for their services as directors pursuant to the Incentive Plan.

The following table presents the number and weighted-average grant date fair value of the Company’s director and employee restricted stock units and restricted stock awards:

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Total Non-vested Restricted Stock Units and Restricted Stock Awards at end of year 400,359 $ 43.76 519,106 $ 50.08 324,824 $ 57.98

As of June 30, 2024, the total unrecognized compensation cost related to nonvested, share-based compensation was 13,832 , which the Company expects to recognize over a weighted-average period of 2.6 years.

Stock compensation expense attributable to all of the Company's equity awards was $ 4,935 , $ 5,894 and $ 6,342 for fiscal years 2024, 2023 and 2022, respectively, is included in general and administrative expense in the Company's consolidated statements of operations and comprehensive (loss) income.

As of June 30, 2025, the total unrecognized compensation cost related to nonvested, share-based compensation was $ 9,175 , which the Company expects to recognize over a weighted-average period of two years .

Stock compensation expense attributable to all of the Company's equity awards was $ 5,916 , $ 4,935 and $ 5,894 for fiscal years 2025, 2024 and 2023, respectively, is included in general and administrative expense in the Company's consolidated statements of operations and comprehensive income (loss).

The cash flow effects resulting from all equity awards were reflected as noncash operating activities.

During fiscal years 2024, 2023 and 2022, the Company withheld 33,877 , 54,909 and 27,420 shares at an aggregate cost of $ 1,489 , $ 3,135 and $ 2,058 , respectively, as permitted by the applicable equity award agreements, to satisfy employee tax withholding requirements for employee share-based equity awards that have vested.

Net (Loss) Earnings Per Share

Basic net (loss) income per share of Class A Common Stock is computed by dividing net (loss) income attributable to the Company's earnings by the weighted average number of shares of Class A Common Stock outstanding during the period.

The weighted average number of shares of Class A Common Stock outstanding used in computing basic net (loss) income per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common shareholders through receipt of additional units of equivalent value to the dividends paid to Class A Common Stock holders.

Diluted net (loss) income per share of Class A Common Stock is computed similarly to basic net (loss) income per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive.

Net Earnings (Loss) Per Share

Basic net income (loss) per share of Class A Common Stock is computed by dividing net income (loss) attributable to the Company's earnings by the weighted average number of shares of Class A Common Stock outstanding during the period.

The weighted average number of shares of Class A Common Stock outstanding used in computing basic net income (loss) per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common shareholders through receipt of additional units of equivalent value to the dividends paid to Class A Common Stock holders.

Diluted net income (loss) per share of Class A Common Stock is computed similarly to basic net income (loss) per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury method, if dilutive.

The Company’s LLC Units and non-qualified stock options are considered common stock equivalents for this purpose.

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Stock awards with a performance condition that are based on the attainment of a specified amount of earnings are only included in the computation of diluted earnings per share to the extent that the performance condition would be achieved based on the current amount of earnings, and only if the effect would be dilutive.

Stock awards with a market condition that are based on the performance of the Company's stock price in relation to a market index over a specified time period are only included in the computation of diluted earnings per share to the extent that the shares would be issued based on the current market price of the Company's stock in relation to the market index, and only if the effect would be dilutive.

Basic and diluted net (loss) income per share of Class A Common Stock has been computed as follows (in thousands, except share and per share amounts):

the shares would be issued based on the current market price of the Company's stock in relation to the market index, and only if the effect would be dilutive.

Basic and diluted net income (loss) per share of Class A Common Stock has been computed as follows (in thousands, except share and per share amounts):

Fiscal Year Ended June 30,

2025 2024 2023

Net (loss) income attributable to Malibu Boats, Inc.

Net income (loss) attributable to Malibu Boats, Inc.

$ 14,879 $ ( 55,912 ) $ 104,513

Shares used in computing basic net (loss) income per share:

Shares used in computing basic net income (loss) per share:

Weighted-average Class A Common Stock 19,376,967 20,167,169 20,245,980

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Basic weighted-average shares outstanding 19,664,337 20,439,449 20,501,844

Basic net (loss) income per share $ ( 2.74 ) $ 5.10 $ 7.60

Net (loss) income attributable to Malibu Boats, Inc.

Basic net income (loss) per share $ 0.76 $ ( 2.74 ) $ 5.10

Net income (loss) attributable to Malibu Boats, Inc.

$ 14,879 $ ( 55,912 ) $ 104,513

Shares used in computing diluted net (loss) income per share:

Shares used in computing diluted net income (loss) per share:

Basic weighted-average shares outstanding 19,664,337 20,439,449 20,501,844

Restricted stock units granted to employees 24,102 — 66,954

Weighted-average stock options convertible into Class A Common Stock — 12,707 47,525

Weighted-average market performance awards convertible into Class A Common Stock — 59,668 72,620

Stock options granted to employees 352 — 12,707

Market performance awards granted to employees 5,886 — 59,668

Diluted weighted-average shares outstanding 1

19,694,677 20,439,449 20,641,173

Diluted net (loss) income per share $ ( 2.74 ) $ 5.06 $ 7.51

1 The Company excluded 612,277 , 516,205 , and 686,178 potentially dilutive shares from the calculation of diluted net (loss) income per share for the fiscal year ended June 30, 2024, 2023, and 2022, respectively, as these units would have been antidilutive.

Diluted net income (loss) per share $ 0.76 $ ( 2.74 ) $ 5.06

1 The Company excluded 494,980 , 612,277 , and 516,205 potentially dilutive shares from the calculation of diluted net income (loss) per share for the fiscal year ended June 30, 2025, 2024, and 2023, respectively, as these units would have been antidilutive.

The shares of Class B Common Stock do not share in the earnings or losses of Malibu Boats, Inc.

and are therefore not included in the calculation.

Accordingly, basic and diluted net (loss) income per share of Class B Common Stock has not been presented.

Accordingly, basic and diluted net income (loss) per share of Class B Common Stock has not been presented.

Commitments and Contingencies

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If the Company were obligated to repurchase a significant number of units under any repurchase agreement, its business, operating results and financial condition could be adversely affected.

The total amount financed under the floor financing programs with repurchase obligations was $ 367,950 and $ 385,448 as of June 30, 2024 and 2023, respectively.

The total amount financed under the floor plan financing programs with repurchase obligations was $ 364,085 and $ 367,950 as of June 30, 2025 and 2024, respectively.

Repurchases and subsequent sales are recorded as a revenue transaction.

The net difference between the repurchase price and the resale price is recorded against the loss reserve and presented in cost of sales in the accompanying consolidated statements of operations and comprehensive (loss) income.

For fiscal year 2024, the company repurchased 17 units under repurchase agreements.

Additionally, during the period from July 1, 2024 to August 29, 2024, we repurchased 19 units totaling

$ 2.5 million subject to the Company's repurchase agreement with M&T Bank, the lender under the floor financing plan for Tommy's Boats.

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.

For fiscal year 2023 and 2022, the Company did no t repurchase any units under its repurchase agreements.

For fiscal year 2025, the Company repurchased 22 units that were subject to repurchase agreements, including 19 units totaling $ 2.5 million that were subject to the Company's repurchase agreement with M&T Bank ("Repurchase Agreement"), the lender under the floor plan financing for Tommy's Boats.

Such repurchase was reflected in the Company's June 30, 2024 consolidated financial statements and these boats were subsequently

resold during the three months ended September 30, 2024 above cost.

With respect to boats held by Tommy's Boats and not subject to the Repurchase Agreement, Mark E.

Andrews, Chapter 11 Trustee (the “Trustee”) for Tommy’s Fort Worth, LLC and its affiliate debtors (the “Debtors”) in the jointly administered Chapter 11 Cases No.

24-90000 retained Gordon Brothers to sell the remaining inventory as part of liquidation sales.

For fiscal year 2024 and 2023, the Company repurchased 17 and 0 units, respectively, under its repurchase agreements.

The Company did not carry a reserve for repurchases as of June 30, 2025 and 2024, respectively.

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Legal Proceedings

Batchelder Matters

Insurance Litigation

MBI and its indirect subsidiary Boats LLC were defendants in the product liability case Batchelder et al.

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2016-CV-0114-C (the “Batchelder I Matter”), brought by, among others, Stephan Paul Batchelder and Margaret Mary Batchelder as Administrators of the Estate of Ryan Paul Batchelder, deceased (“Batchelder I Plaintiffs”).

The Batchelder I Plaintiffs also sued the manufacturer of the boat at issue in the case, Malibu Boats West, Inc.

West is not, and has never been, a subsidiary of MBI or Boats LLC but was a separate legal entity whose assets were purchased by Boats LLC in 2006.

The case involved a personal injury accident in 2014 involving a 2000 model year boat that was manufactured by West.

On August 28, 2021, the jury rejected the Batchelder I Plaintiffs’ design defect claims and found that the driver of the boat was 75 % at fault for the accident.

Notwithstanding those findings, the jury found that Boats LLC and West negligently failed to warn of a hazard posed by the boat and that such failure was a proximate cause of the death of the decedent.

The jury also found that Boats LLC is a legal successor of, and responsible for the liabilities of, West.

The jury awarded compensatory damages of $ 80,000 and apportioned 15 % of such damages to Boats LLC and 10 % of such damages to West.

In addition, the jury awarded $ 80,000 of punitive damages against Boats LLC and $ 40,000 of punitive damages against West.

Based on the jury’s finding of successor liability, the trial court entered judgment for the full amount of the verdict against Boats LLC, with a potential maximum liability to Boats LLC of $ 140,000 , plus post-judgment interest at a rate of 6.25 % per annum.

The Batchelder I Plaintiffs also filed motions, after the judgment, seeking orders requiring Boats LLC to pay pre-judgment interest and a portion of their attorney fees.

The Batchelder I Plaintiffs claimed they are owed attorneys' fees of approximately $ 56,000 .

The Company opposed both motions.

The trial court denied the Batchelder I Plaintiffs’ motion for prejudgment interest and held that ruling on the Batchelder I Plaintiffs’ motion for attorneys’ fees would be premature, indicating that it would decide whether the Batchelder I Plaintiffs have the right to attorneys’ fees, and if so what amount is reasonable, if still necessary upon the resolution of Boats LLC’s post-trial motions and any related appeals.

The Batchelder I Plaintiffs appealed the trial court’s order denying their motion for prejudgment interest.

On July 17, 2022, the trial court denied Boats LLC’s post-trial motions, and Boats LLC filed a notice of appeal.

Pending resolution of the appeals process, the payment of any damages was stayed.

Boats LLC was also a defendant in a related product liability case, Stephan Paul Batchelder and Margaret Mary Batchelder, as Natural Guardians of Josh Patrick Batchelder, a minor;

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2022-CV-0034 (the “Batchelder II Matter” and, together with the Batchelder I Matter, the “Batchelder Matters”).

The complaint was filed on February 9, 2022 as a purported renewal of earlier claims by the Batchelder II Plaintiffs that were dismissed without prejudice.

The case involved claims by the Batchelder II Plaintiffs of their own alleged bodily injury and emotional distress stemming from the same accident involving the alleged swamping of the boat manufactured and sold by West that is the subject of the Batchelder I Matter.

As noted above, West is not, and has never been, a subsidiary of MBI or Boats LLC but was a separate legal entity whose assets were purchased by Boats LLC in 2006.

Four Batchelder II Plaintiffs sought damages for personal injury and punitive damages, alleging that the accident was caused by a design defect and a failure to warn.

The Batchelder II Plaintiffs' claims were dismissed without prejudice from the Batchelder I Matter shortly before the trial for the Batchelder I Matter, however, and thus the new complaint was a renewal action of the original complaint.

On June 30, 2023, Malibu Boats, Inc.

and Boats LLC entered into a Confidential General Release and Settlement Agreement (the “Settlement Agreement”) with the Batchelder I Plaintiffs and the Batchelder II Plaintiffs in settlement of each of the Batchelder Matters.

Pursuant to the Settlement Agreement, among other things, Malibu Boats, Inc., or Boats LLC, as the case may be, paid (or caused to be paid) to the Batchelder Plaintiffs and their agents a total of $ 100,000 , of which (a) $ 40,000 was paid to the Batchelder Plaintiffs and their agents promptly following the execution of the Settlement Agreement and (b) $ 60,000 was placed in an escrow account and held by the Escrow Agent pursuant to the terms of an Escrow Agreement.

All conditions for releasing the $ 60,000 placed in the escrow account have been satisfied.

On June 30, 2023, MBI and Boats LLC entered into a Confidential General Release and Settlement Agreement (the “Settlement Agreement”) with the Batchelder Plaintiffs in settlement of the Batchelder Matters and all matters related to the Batchelder Matters.

MBI and its subsidiaries, including Boats LLC, maintain liability insurance applicable to the Batchelder Matters described above with coverage up to $ 26,000 .

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The Court subsequently granted the Company's motion for partial summary judgement, which precludes Chubb from apportioning liability to Starr.

The Company intends to vigorously pursue its claims against Chubb to recover the full $ 100,000 settlement amount and expenses (less any monies already tendered without reservation by the carriers).

Chubb filed a notice of appeal on September 26, 2024, with respect to the dismissal of Starr and the order granting partial summary judgment against Chubb.

The Company intends to vigorously pursue its claims against the insurance carriers to recover the full $ 100,000 settlement amount and expenses (less any monies already tendered without reservation by the carriers).

However, the Company cannot predict the outcome of such litigation.

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The complaint alleges that MBI and Boats LLC breached obligations under dealership agreements with Tommy’s Boats, quantum meruit, unjust enrichment, promissory estoppel and intentional and negligent misrepresentations relating to the parties’ commercial relationship.

Tommy’s Boats is seeking monetary damages.

Boats LLC has taken possession of 19 new model year 2024 boats according to a repurchase agreement with M&T Bank, the floor financing lender to Tommy’s Boats.

On July 3, 2024, the trustee appointed in the Chapter 11 bankruptcy cases for Tommy's Boats voluntarily dismissed without prejudice the claims filed by Tommy's Boats.

Pursuant to an order of the bankruptcy court, the Company has agreed to cooperate in good faith to mediate with the Chapter 11 trustee.

On August 16, 2024, Matthew Borisch, the principal owner of Tommy’s Boats, filed a complaint against MBI, Boats LLC, and Jack Springer in the United States District Court for the Eastern District of Tennessee (Case 3:24-cv-00339), alleging similar allegations to those of the dismissed complaint against MBI and Boats LLC filed by Tommy’s Boats.

Tommy’s Boats sought monetary damages.

Boats LLC has taken possession of 19 new model year 2024 boats according to a repurchase agreement with M&T Bank, the floor plan financing lender to Tommy’s Boats.

These boats were subsequently resold during the three months ended September 30, 2024.

On July 3, 2024, Mark E.

Andrews, Chapter 11 Trustee (the “Trustee”) for Tommy’s Boats voluntarily dismissed without prejudice the claims filed by Tommy's Boats.

On August 16, 2024, Matthew Borisch, the principal owner of Tommy’s Boats, filed a complaint against Malibu Boats Inc, Malibu Boats LLC, and Jack Springer in the United States District Court for the Eastern District of Tennessee (Case 3:24-cv-00339), alleging similar allegations to those of the dismissed complaint against MBI and Boats LLC filed by Tommy’s Boats.

Borisch amended his complaint on October 29, 2024.

On October 7, 2024, MBI and Boats LLC entered into a Settlement Agreement (the “Settlement Agreement”) with the Trustee.

Pursuant to the Settlement Agreement, upon the satisfaction of certain conditions, MBI and Boats LLC agreed to pay the Tommy’s Boats’ estate $ 3.5 million in cash and MBI and Boats LLC and the Trustee agreed to mutual releases of all outstanding claims between them.

The Settlement Agreement was approved by the Bankruptcy Court on November 19, 2024.

On May 22, 2025, the Bankruptcy Court determined that most of Mr.

Borisch’s claims are property of the Tommy’s Boats bankruptcy estates and required Mr.

Borisch to withdraw or dismiss such claims against MBI and Boats, LLC while finding that Mr.

Borisch could assert certain potential claims against Malibu Boats, Inc.

and Malibu Boats, LLC in his individual capacity.

In consideration of the Bankruptcy Court’s ruling, the Trustee agreed to cooperate with us in defense of Mr.

Borisch’s claims.

As a result of the Bankruptcy Court's determination and the Trustee's agreement to cooperate, on July 21, 2025, Malibu made the $ 3.5 million settlement payment to the Tommy’s Boats estate to consummate the Settlement Agreement.

On July 11, 2025, Mr.

Borisch sought leave to amend his complaint and has asserted that the remaining claims he has brought belong to him in his individual capacity.

The Company intends to vigorously defend itself against any claims alleged by Mr.

The Company is unable to provide any reasonable evaluation of the likelihood that a loss will be incurred or any reasonable estimate of the range of possible loss.

Securities Class Action Lawsuit

On April 29, 2024, stockholder Seongjae Yoon, individually and on behalf of all others similarly situated, (the “Securities Plaintiff”) filed a complaint against MBI and Jack Springer, Bruce Beckman, David Black, and Wayne Wilson as current and former officers of the Company in the United States District Court for the Southern District of New York (Case 1:24-cv-03254).

The complaint alleges violations of the Securities Exchange Act of 1934, as amended, in connection with allegedly false and misleading statements made by the Company related to its business, operations, and prospects during the period from November 4, 2022 through April 11, 2024.

The complaint alleges, among other things, that the Company violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 by not disclosing alleged material adverse facts related to the Company’s inventory and relationship with one of its former dealers, Tommy’s Boats, and accordingly, that any positive statements made during the class period about the Company's business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

The Company intends to vigorously defend itself against claims alleged in this securities class action.

On April 29, 2024, a stockholder, individually and on behalf of all others similarly situated, filed a complaint against MBI and Jack Springer, Bruce Beckman, David Black, and Wayne Wilson as current and former officers of the Company in the United States District Court for the Southern District of New York (Case 1:24-cv-03254).

On August 15, 2024, the Court appointed the Retiree Benefit Trust of the City of Baltimore as the Lead Plaintiff in the action.

The amended complaint alleges violations of the Securities Exchange Act of 1934, as amended, in connection with allegedly false and misleading statements made by MBI related to the Company's business, operations, and prospects during the period from November 4, 2022 through May 1, 2024 ("Class Period").

The amended complaint alleges, among other things, that the defendants violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 by not disclosing alleged material adverse facts related to the Company’s inventory, demand and relationship with one of its former dealers, Tommy’s Boats, and accordingly, that certain statements made during the Class Period about the Company's business, operations, and prospects were materially misleading.

On July 29, 2025, MBI and the individual defendants entered into a Stipulation and Agreement of Settlement with the Lead Plaintiff.

The settlement is subject to Court approval and, without admitting fault or liability, contemplates a settlement amount of $ 7.8 million for the benefit of a settlement class comprised of all purchasers of MBI Securities during the Class Period.

MBI anticipates that the settlement amount will be fully paid with proceeds from MBI's directors and officers insurance carriers.

On November 25, 2024, a stockholder, derivatively on behalf of MBI, filed a complaint against Jack Springer, Ritchie Anderson, Bruce Beckman, David Black, and Wayne Wilson as current and former officers of the Company, as well as current and former members of the MBI Board of Directors in the United States District Court for the Southern District of New York (Case 1:24-cv-09018).

On December 20, 2024, a second stockholder, derivatively on behalf of MBI, filed a complaint against the same defendants in the United States District Court for the Southern District of New York (Case 1:24-cv-09870).

On January 7, 2025, these derivative actions were consolidated and stayed pending certain developments in the securities class action.

On April 8, 2025, a third stockholder, derivatively on behalf of MBI, filed a complaint against the same defendants in the United States District Court for the Eastern District of Tennessee (Case 3:25-cv-00142).

On May 16, 2025, a fourth stockholder, derivatively on behalf of MBI, filed a complaint against the same defendants, except for Ritchie Anderson, in the United States District Court for the Eastern District of Tennessee (Case 3:25-cv-00223).

The derivative actions allege violations of the Securities Exchange Act of 1934, as amended, as well as breach of fiduciary duties and unjust enrichment against the individual defendants in connection with the issues raised in the securities class action.

The Company intends to vigorously defend itself against claims alleged in these derivative actions.

The Company is unable to provide any reasonable evaluation of the likelihood that a loss will be incurred or any reasonable estimate of the range of possible loss.

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(Case 1:24-cv-00648).

The complaint, which purports to be filed on behalf of a nationwide class of customers, alleges violation of common law, the Magnusson-Moss Warranty Act, breach of express warranty, breach of implied warranty, and violation of California’s Consumer Legal Remedies Act based on guidance issued to customers of certain older model boats related to riding in the bow area of those boats.

The complaint, which purports to be filed on behalf of a nationwide class of customers, alleges violation of common law, the Magnuson-Moss Warranty Act, breach of express warranty, breach of implied warranty, and violation of California’s Consumer Legal Remedies Act based on guidance issued to customers of certain older model boats related to riding in the bow area of those boats.

The Company intends to vigorously defend itself.

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For the fiscal years ended June 30, 2025, 2024, and 2023, $ 408 , $ 484 and $ 409 , respectively, was paid to these directors in both cash and equity for their services.

Of the amount paid, zero and $ 74 was a prepayment for services through the 2024 and 2023 annual meetings for both of the years ended June 30, 2024 and 2023, respectively.

Segment Reporting

The Company has three reportable segments, Malibu, Saltwater Fishing and Cobalt.

We determine our operating segments based on how the Chief Operating Decision Maker (CODM), our Chief Executive Officer, manages the business, allocates resources, makes operating decisions and evaluates operating performance.

The Company has three reportable segments:

Malibu, Saltwater Fishing and Cobalt.

The Malibu segment participates in the manufacturing, distribution, marketing and sale of Malibu and Axis performance sports boats throughout the world.

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The Cobalt segment participates in the manufacturing, distribution, marketing and sale of Cobalt boats throughout the world.

Separate financial information for the three reportable segments is evaluated by the CODM to allocate resources and assess performance.

Segment asset and capital expenditure information is not presented because it is not evaluated by the CODM at the segment level.

Intersegment transactions are not considered significant and consist primarily of engines and other materials that are eliminated within the Malibu segment.

Certain costs are incurred at the corporate level and are partially allocated to the Company’s segments.

These costs generally include shared service functions such as information technology, digital marketing, finance and accounting and supply chain.

Each allocation is measured based on each segment's proportionate budgeted net sales for the current fiscal year.

The remaining unallocated corporate costs, as well as costs related to stock-based compensation, interest expense, professional fees and other corporate costs, are reported within Corporate expenses and other as a reconciling item to our consolidated results.

Our segment operating performance measure is Segment Adjusted EBITDA.

The CODM uses Segment Adjusted EBITDA to evaluate segment operating performance, generate future operating plans, and make strategic decisions.

Segment Adjusted EBITDA excludes interest expense, income taxes, depreciation, amortization, goodwill and other intangible asset impairment expense and non-cash, non-recurring or non-operating expenses (as shown in the table below).

These charges are excluded from the evaluation of segment performance because it facilitates reportable segment performance comparisons on a period-to-period basis as these costs may vary independent of business performance

There is no country outside of the United States from which the Company (a) derived net sales equal to 10% of total net sales, or (b) attributed assets equal to 10% of total assets.

Net sales are attributed to countries based on the location of the dealer.

For information about how our reportable segments derive revenue, as well as revenue grouped by offerings and geographical region, refer to Note 2 – Revenue Recognition.

The following table presents financial information for the Company’s reportable segments for the fiscal years ended June 30, 2025, 2024, and 2023.

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Net sales $ 312,698 $ 279,635 $ 215,228 $ 807,561

Depreciation and amortization 9,714 13,814 9,461 32,989

Net (loss) income before (benefit) provision for income taxes ( 11,589 ) ( 62,208 ) 16,012 ( 57,785 )

Capital expenditures 3,504 11,378 61,080 75,962

Long-lived assets 71,980 226,067 173,418 471,465

Total assets $ 122,707 $ 350,063 $ 266,854 $ 739,624

Cost of sales (excluding depreciation) 226,956 226,544 180,141 633,641

Sales and marketing expense 9,693 8,834 4,544 23,071

General and administrative expense (excluding depreciation) 1

15,476 17,585 12,687 45,748

Other segment items 2

( 38 ) — — ( 38 )

Segment Adjusted EBITDA 60,611 26,672 17,856 105,139

Reconciliation of segment adjusted EBITDA to income before income taxes:

Corporate expenses and other 3

Depreciation 31,794

Amortization 6,799

Income before income taxes $ 20,263

Fiscal Year Ended June 30, 2024

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Net sales $ 279,131 $ 327,542 $ 222,362 $ 829,035

Depreciation and amortization 8,974 11,918 7,828 28,720

Net income before provision for income taxes 40,157 57,748 43,586 141,491

Capital expenditures 27,660 22,027 5,153 54,840

Long-lived assets 88,060 317,514 121,253 526,827

Total assets $ 249,447 $ 432,806 $ 243,671 $ 925,924

Cost of sales (excluding depreciation) 211,443 264,707 181,659 657,809

Sales and marketing expense 9,094 8,835 4,855 22,784

General and administrative expense (excluding depreciation) 1

16,056 18,477 13,177 47,710

Other segment items 2

( 41 ) ( 41 )

Segment Adjusted EBITDA 42,579 35,523 22,671 100,773

Reconciliation of segment adjusted EBITDA to income before income taxes:

Corporate expenses and other 3

Depreciation 26,178

Amortization 6,811

Goodwill and other intangible asset impairment 88,389

Abandonment of construction in process 8,735

Loss before income taxes $ ( 57,785 )

Fiscal Year Ended June 30, 2023

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Net sales $ 636,247 $ 449,156 $ 302,962 $ 1,388,365

Depreciation and amortization 8,398 10,880 7,044 26,322

Net income before provision for income taxes 137,133 34,049 38,783 209,965

Capital expenditures 22,072 26,806 6,186 55,064

Long-lived assets 68,739 307,057 124,030 499,826

Total assets $ 264,551 $ 384,684 $ 202,091 $ 851,326

Cost of sales (excluding depreciation) 422,706 357,208 237,145 1,017,059

Sales and marketing expense 10,728 8,074 5,207 24,009

General and administrative expense (excluding depreciation) 1

16,078 16,732 11,131 43,941

Other segment items 2

( 138 ) ( 138 )

Segment Adjusted EBITDA 186,873 67,142 49,479 303,494

Reconciliation of segment adjusted EBITDA to income before income taxes:

Corporate expenses and other 3

Depreciation 21,912

Amortization 6,808

Income before income taxes $ 141,491

1 The primary difference between this significant segment expense and “G&A (excluding depreciation)” within the Company’s Consolidated Statements of Operations relates to stock-based compensation, professional fees and litigation settlements which all fall under the "corporate expenses and other" category discussed below.

2 Other segment items include other income.

3 Corporate expenses and other represents costs incurred at the corporate level that are not allocated to the operating segments, specifically relating to certain executive compensation including stock-based compensation, corporate professional fees, litigation settlements, interest expense, adjustments to tax receivable agreement, other corporate costs, and unallocated shared service function expenses.

“Corporate expenses and other” is included in the table above to reconcile the total of Segment Adjusted EBITDA to the Company’s consolidated income (loss) before income taxes.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data