What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-08-27 compared with 2025-08-28 · 183 added, 102 removed, 527 unchanged (35% of the section changed)

3 unchanged sentences

Risks Related to our Business and Operations

We have a large fixed-cost base that will affect our profitability when our sales decrease.

The fixed cost levels of operating a recreational powerboat manufacturer can put pressure on profit margins when sales and production decline.

Our profitability depends, in part, on our ability to spread fixed costs over a sufficiently large number of products sold and shipped, and if we reduce our rate of production or otherwise experience lower revenues, gross margins will be negatively affected.

For instance, in fiscal year 2024 our net sales decreased at a greater percentage than our expenses were reduced and, as a result, our gross margin and net income decreased.

Consequently, decreased demand or the need to reduce production can lower our ability to absorb fixed costs and materially impact our financial condition or results of operations.

We have a large fixed-cost base that will affect our profitability when demand decreases or when our costs increase at a faster rate than our revenue.

The fixed cost levels of operating a recreational powerboat manufacturer can put pressure on profit margins when sales and production decline or when costs rise.

Our profitability depends, in part, on our ability to spread fixed costs over a sufficiently large number of products sold and shipped.

If we reduce our rate of production or otherwise experience lower revenues or if our costs increase at a faster rate than our sales, gross margins will be negatively affected.

For instance, in fiscal year 2026 our net sales increased at a smaller percentage than our expenses increased and, as a result, our gross margin and net income decreased.

We may not be able to execute our manufacturing strategy successfully, which could cause the profitability of our products to suffer.

18 unchanged sentences

Additionally, if we overestimate demand, our dealers will incur additional costs as a result of increased promotional activities to sell their inventory.

Our financial results may be adversely affected by our third-party suppliers ’ increased costs or inability to adjust for our required production levels due to changing demand or global supply chain disruptions.

Our financial results may be adversely affected by our third-party suppliers ’ increased costs, including due to tariffs, or inability to adjust for our required production levels due to changing demand or global supply chain disruptions.

We rely on a global supply chain of third parties to supply raw materials used in our manufacturing process, including resins, fiberglass, and vinyl, as well as parts and components.

1 unchanged sentence

Substantial increases in the prices of raw materials, parts, and components would increase our operating costs, and could reduce our profitability if we are unable to recoup the increased costs through higher product prices or improved operating efficiencies.

For instance, during fiscal years 2024 and 2025, we experienced rising prices for our suppliers, in part due to inflationary pressures and heightened interest rates.

For instance, during fiscal years 2025 and 2026, we experienced rising prices for our suppliers, in part due to inflationary pressures, heightened interest rates, and tariffs.

Our profitability in recent years has been, and in the future may be, affected by significant fluctuations in the prices of the raw materials and commodities that we use in our products and in the cost of freight and shipping of source materials, commodities, and other component parts necessary to assemble our products.

The market prices of certain materials and components used in manufacturing our products, especially resins that are made with hydrocarbon, feedstocks, copper, aluminum and stainless steel, can be volatile.

Our ability to maintain production is dependent upon our suppliers delivering sufficient amounts of components, raw materials and parts on time to manufacture our products and meet our production schedules.

2 unchanged sentences

For example, we experienced supply chain disruptions from fiscal year 2020 through first half of fiscal 2023 related to numerous factors, including the COVID-19 pandemic, severe weather events, labor shortages, ongoing domestic logistical constraints, and West Coast port challenges.

In addition, the current conflict involving Iran and related geopolitical instability are contributing to broader commodity and supply chain disruptions that increase our product costs.

Many of the raw materials, components and finished goods used in our manufacturing operations are sensitive to changes in energy and transportation costs, as well as to global shipping capacity and routing.

Potential disruptions to global shipping routes and transportation networks may continue to increase shipping transit times, freight rates and insurance costs for us and our suppliers, including on routes that are not directly affected by such disruptions, due to knock-on effects on global logistics networks.

These conditions may result in higher input costs, parts shortages, delivery delays and reduced production efficiency.

Although we may attempt to mitigate these impacts through pricing actions, alternative sourcing or adjustments to production, there can be no assurance that we will be able to fully offset higher costs or maintain our margins without adversely affecting demand.

If such disruptions and related oil price increases persist or worsen, our business, financial condition and results of operations could be materially adversely affected.

Also, decisions by our suppliers to decrease production of their components or parts, production delays of such suppliers, work stoppages by the employees of such suppliers, or price increases could also have a material adverse effect on our ability to produce our products and ultimately, on our results of operations, financial condition, and cash flows.

6 unchanged sentences

We currently purchase engines from General Motors LLC, or General Motors, that we then prepare for marine use for certain Malibu, Axis and Cobalt boats.

Our agreement with General Motors will continue through model year 2026.

Our agreement with General Motors will continue through calendar year 2026 and we are currently negotiating an extension on the agreement beyond calendar year 2026.

We purchase outboard engines from Yamaha Motor Corporation, U.S.A., or Yamaha, for a significant percentage of our Cobalt, Pursuit and Maverick Boats Group branded boats that are pre-rigged for outboard motors.

Our agreement with Yamaha is scheduled to expire on June 30, 2029.

We also purchase inboard engines from Volvo.

We have agreements with Yamaha for the supply of outboard motors that expires on June 30, 2027.

If we are required to replace General Motors, Yamaha or Volvo as an engine supplier for any reason, it could cause a decrease in boats available for sale or an increase in our cost of sales, either of which could adversely affect our business, financial condition and results of operations.

In addition, we obtain engines and sterndrive assemblies from Volvo for our Cobalt branded boats and from Mercury for certain models of Cobalt and Maverick branded boats.

If we are required to replace General Motors, Yamaha, Mercury or

Volvo as an engine supplier for any reason, it could cause a decrease in boats available for sale or an increase in our cost of sales, either of which could adversely affect our business, financial condition and results of operations.

We were advised in fiscal 2025 by one of our suppliers that we would receive fewer engines than originally anticipated in the second half of fiscal 2025.

3 unchanged sentences

Instead, we have informal supply arrangements with many of our suppliers of components, raw materials and parts.

In the event of a termination of the supply arrangement, there can be no

assurance that alternate supply arrangements will be made on satisfactory terms.

In the event of a termination of the supply arrangement, there can be no assurance that alternate supply arrangements will be made on satisfactory terms.

If we need to enter into supply arrangements on unsatisfactory terms, or if there are any delays to our supply arrangements, it could adversely affect our business and operating results.

1 unchanged sentence

Climatic events in the areas where we operate have caused, and future climatic events may cause, disruptions and in some cases delays or suspensions in our operations that may adversely impact our business.

We rely on the continuous operation of our facilities in Tennessee, Florida, Kansas, California, and Australia.

We rely on the continuous operation of our facilities in Tennessee, Florida, Kansas, California, Poland, Finland, and Australia.

Any natural or environmental disaster to our facilities due to fire, flood, hurricanes, earthquake, or other severe climatic events could adversely affect our business, financial condition and results of operations.

8 unchanged sentences

For instance, even when there are high unemployment rates in the regions where we have manufacturing facilities, we have had difficulty retaining skilled employees and could experience such difficulties in the future.

Although none of our employees are currently covered by collective bargaining agreements, there can be no assurance that our employees will not elect to be represented by labor unions in the future.

Additionally, competition for qualified employees could require us to pay higher wages to attract a sufficient number of employees.

Approximately 75 employees at our Larsmo, Finland facility are covered by a collective bargaining agreement.

Disputes regarding our existing collective bargaining agreement or new union organizing activities could lead to production slowdowns or stoppages.

In addition, union activity and compliance with international labor standards could result in higher labor costs.

Significant increases in manufacturing workforce costs could materially adversely affect our business, financial condition or results of operations.

5 unchanged sentences

We have in the past been, and may in the future be, subject to fines, penalties, and other liabilities in connection with any such injury or damage.

While we have implemented safety precautions at our facilities to mitigate contagious diseases, such as a pandemic, we may also be subject to possible lawsuits or regulatory actions or suffer from reputational risk if we experience spread in our workplace.

While we have implemented safety precautions at our facilities to mitigate contagious diseases, such as a pandemic, we may also be subject to possible lawsuits or

regulatory actions or suffer from reputational risk if we experience spread in our workplace.

We may be unable to maintain insurance for these potential liabilities on acceptable terms or such insurance may not provide adequate protection against potential liabilities.

3 unchanged sentences

Management transition may also create uncertainty among employees, suppliers and customers or impact public or market perception, any of which could negatively impact our ability to operate effectively or execute on our strategies and result in an adverse impact on our business.

We have grown our business through acquisitions;

however we may not be successful in completing future acquisitions or integrating future acquisitions in a way that fully realizes their expected benefits to our business.

A key part of our growth strategy, as shown by our acquisition of Maverick Boat Group in 2020, Pursuit in 2018, and Cobalt in 2017, has been to acquire other companies that expand our consumer base, enter new product categories or obtain other competitive advantages.

We have grown our business through acquisitions, including our recent acquisition of Saxdor;

however, we may not be successful in completing future acquisitions or integrating acquisitions in a way that fully realizes their expected benefits to our business.

A key part of our growth strategy, as shown by our acquisition of Saxdor in 2026, Maverick Boat Group in 2020, Pursuit in 2018, and Cobalt in 2017, has been to acquire other companies that expand our consumer base, enter new product categories or obtain other competitive advantages.

We expect to continue to acquire companies as an element of our growth strategy;

however, we may not be able to identify future acquisition candidates or strategic partners as part of our growth strategy that are suitable to our business, or we may not be able to obtain financing on satisfactory terms to complete such acquisitions.

Acquisitions include a number of risks, including our ability to project and evaluate market demand, realize potential synergies and cost savings, and make accurate accounting estimates, as well as diversion of management attention.

Uncertainties exist in assessing the value, risks, profitability, and liabilities associated with certain companies or assets, negotiating acceptable terms, obtaining financing on acceptable terms, and receiving any necessary regulatory approvals.

2 unchanged sentences

For example, we determined that our estimated fair value for the Maverick Boat Group reporting unit was less than its carrying value as of March 31, 2024 and we recognized an impairment charge of $88.4 million for the three months ended March 31, 2024 related to our Maverick Boat Group reporting unit.

Our most recent acquisition of Saxdor expanded our geographic presence into Finland and Poland and increased the size and complexity of our operations;

however, there is no assurance that we will successfully integrate Saxdor within the intended time frame or at all, which could impede our ability to realize the expected benefits, including synergies, cost savings, and growth opportunities.

The integration process may disrupt our business, result in unanticipated expenses, liabilities, and competitive responses, and harm our results of operations.

We may be unable to maintain the levels of revenue, earnings, or operating efficiency that Saxdor has historically achieved, and risks including dealer and supplier relationship changes, increased product liability and warranty claims, and reputational harm could further diminish the value of the Saxdor brand.

While we believe that the elimination of duplicative costs and other efficiencies will over time offset the non-recurring transaction and integration costs we have incurred and expect to continue to incur, this net benefit may not be achieved in the near term, or at all.

Further, our inability to successfully integrate future acquisitions within the intended time frames or at all could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations.

3 unchanged sentences

Our growth strategy may require us to secure significant additional capital, the amount of which will depend upon the size, timing, and structure of future acquisitions or vertical integrations and our working capital and general corporate needs.

Our growth strategy includes the possible acquisition of other businesses and the potential integration of new product lines or related products to our boats, such as our initiatives to integrate the production of engines and trailers for our Malibu and Axis models, our Monsoon engines into some of our Cobalt models and our new Tooling Design Center.

These actions may require us to secure significant additional capital through the borrowing of money or the issuance of equity.

Any borrowings made to finance future strategic initiatives could make us more vulnerable to a downturn in our operating results, a downturn in economic conditions, or increases in interest rates on borrowings that are subject to interest rate fluctuations.

Any borrowings made to finance future strategic initiatives could make us more vulnerable to a downturn in our operating results, a downturn in

economic conditions, or increases in interest rates on borrowings that are subject to interest rate fluctuations.

If our cash flow from operations is insufficient to meet our debt service requirements, we could then be required to sell additional equity securities, refinance our obligations or dispose of assets in order to meet our debt service requirements.

2 unchanged sentences

Further, we could choose to finance acquisitions or other strategic initiatives, in whole or in part through the issuance of our Class A Common Stock or securities convertible into or exercisable for our Class A Common Stock.

Most recently, the acquisition of Saxdor was financed through a mixture of cash and Class A Common Stock.

If we do so, existing stockholders will experience dilution in the voting power of their Class A Common Stock and earnings per share could be negatively impacted.

9 unchanged sentences

We cannot be certain that our products or technologies have not infringed or will not infringe on the proprietary rights of others, including our competitors.

They may assert these patents against us and we may be required to license these patents on

unfavorable terms or cease using the technology covered by these patents, either of which would harm our competitive position and may materially adversely affect our business.

They may assert these patents against us and we may be required to license these patents on unfavorable terms or cease using the technology covered by these patents, either of which would harm our competitive position and may materially adversely affect our business.

Our reliance upon patents, trademark laws and contractual provisions to protect our proprietary rights may not be sufficient to protect our intellectual property from others who may sell similar products and may lead to costly litigation.

14 unchanged sentences

We and the third parties with whom we work are subject to stringent and evolving U.S.

and foreign laws, regulations, rules, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security.

and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security.

Our (or the third parties with whom we work) actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions;

8 unchanged sentences

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping laws).

In the past few years, numerous U.S.

Numerous U.S.

states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data.

3 unchanged sentences

For example, the California Consumer Privacy Act of 2018, ( “CCPA”) applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights.

The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to recover significant statutory damages.

Similar laws are

being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.

The CCPA provides for fines and allows private litigants affected by certain data breaches to recover significant statutory damages.

Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.

Outside the United States, an increasing number of laws, regulations, and industry standards govern data privacy and security.

2 unchanged sentences

fines of up to 20 million Euros under the EU GDPR, 17.5 million pounds sterling under the UK GDPR or, in each case, 4% of annual global revenue, whichever is greater;

or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.

In the ordinary course of business, we may transfer personal data from Europe and other jurisdictions to the United States or other countries.

3 unchanged sentences

Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S.

Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States.

Data Privacy Framework and the UK extension thereto ("DPF Framework") (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the DPF Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States.

If there is no lawful manner for us to transfer personal data from the EEA, the UK or other jurisdictions to the United States, or if the requirements for a legally-compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions (such as Europe) at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against our processing or transferring of personal data necessary to operate our business.

5 unchanged sentences

Our inability or failure to obtain consent for these practices could result in adverse consequences, including class action litigation and mass arbitration demands.

Our employees and personnel use generative artificial intelligence (“AI”) technologies to perform their work, and the disclosure and use of personal data in generative AI technologies is subject to various privacy laws and other privacy obligations.

Governments have passed and are likely to pass additional laws regulating generative AI.

Our employees and personnel use generative artificial intelligence (“AI”) technologies and/or automated decision-making technologies to perform their work, and the disclosure and use of personal data in AI technologies is subject to various privacy laws and other privacy obligations.

Governments have passed and are likely to pass additional laws and regulations regulating AI and/or automated decision-making technologies.

Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and lawsuits.

We also use machine learning and AI technologies, including generative AI, in our products and services.

The development and use of AI technologies present various privacy and security risks that may impact our business.

AI technologies are subject to privacy and data security laws, as well as increasing regulation and scrutiny.

Further, countries and states are applying their data and consumer protection laws to AI technologies, and particularly generative AI and interactive chatbots.

Several jurisdictions around the globe, including Europe and certain U.S.

states, have proposed, enacted, or are considering laws governing the development and use of AI technologies, such as the EU’s AI Act, the Colorado Artificial Intelligence Act, the Utah Artificial Intelligence Policy Act, and the CCPA regulations on automated decision-making technology.

For example, the EU AI Act sets out a risk-based framework, subjecting certain AI technologies to numerous compliance obligations, including transparency, conformity and risk assessment, monitoring and human oversight requirements.

Under the EU AI Act, non-compliant companies may be subject to administrative fines of up to 35 million Euros or 7% of a company’s total worldwide annual turnover for the preceding financial year, whichever is the higher.

Certain of our activities subject us to the EU AI Act and depending on how the EU AI Act is implemented and interpreted, we may have to adapt our business practices, contractual arrangements, and services to comply with such obligations.

We expect other jurisdictions will adopt similar laws.

If we are unable to use generative AI, it could make our business less efficient and result in competitive disadvantages.

3 unchanged sentences

Noncompliance with PCI-DSS can result in penalties ranging from $5,000 to $100,000 per month by credit card companies, litigation, damage to our reputation, and revenue losses.

We may also be subject to the EU Cyber Resilience Act ("CRA"), which imposes mandatory cybersecurity and incident-notification requirements for products with digital elements placed on the EU market.

Certain notification obligations begin in September 2026, with full compliance required by December 2027.

Failure to comply with the CRA could result in regulatory investigations, fines of up to €15 million or 2.5% of global annual turnover, and other adverse consequences.

We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful.

We publish privacy policies, marketing materials and other statements, regarding data privacy and security.

Regulators in the United States are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.

We publish privacy policies, marketing materials and other statements, regarding data privacy, artificial intelligence, and data security.

Regulators in the United States are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, misleading, or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.

Obligations related to data privacy and security (and consumers’ data privacy expectations) are quickly changing, becoming increasingly stringent, and creating uncertainty.

Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions.

We may at times fail (or be

perceived to have failed) in our efforts to comply with our data privacy and security obligations.

We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations.

Moreover, despite our efforts, our personnel or third parties with whom we work may fail to comply with such obligations, which could negatively impact our business operations.

7 unchanged sentences

Some of these claims allow for the recovery of statutory damages on a per violation basis, and, if viable, carry the potential for monumental statutory damages, depending on the volume of data and the number of violations.

Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to:

Any of these events could have a material adverse effect on our reputation, business, or financial

condition, including but not limited to:

loss of customers;

36 unchanged sentences

While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective.

We take steps designed to detect, mitigate, and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties with whom we work).

We take steps designed to detect, mitigate, and remediate vulnerabilities in our information

systems (such as our hardware and/or software, including that of third parties with whom we work).

We have not and may not in the future, however, detect and remediate all such vulnerabilities on a timely basis.

Despite our efforts, there can be no assurance that these vulnerability mitigation measures will be effective.

Further, we have and may in the future experience delays in deploying remedial measures and patches designed to address identified vulnerabilities.

2 unchanged sentences

A security incident or other interruption could disrupt our ability (and that of third parties with whom we work) to provide our products.

For example, we regularly experience phishing attempts, and while most are unsuccessful, some have resulted in limited unauthorized access that was promptly detected and contained.

Additionally, if we experience a security incident impacting the electronic components embedded into our products, such as the navigation or operating systems, this could prevent or cause customers to stop using our products, deter new customers from using our products, adversely affect the reputation of our business, or cause us to experience other similar harms.

1 unchanged sentence

Certain data privacy and security obligations have required us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and sensitive information.

Applicable data privacy and security obligations may require us, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security incidents, or to take other actions, such as providing credit monitoring and identity theft protection services.

Applicable data privacy and security obligations have in the past and may in the future require us, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security incidents, or to take other actions, such as providing credit monitoring and identity theft protection services.

Such disclosures and related actions can be costly, and the disclosure or the failure to comply with such applicable requirements could lead to adverse consequences.

If we (or a third party with whom we work) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections);

If we (or a third party with whom we work) were to experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections);

additional reporting requirements and/or oversight;

11 unchanged sentences

We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.

In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveal competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.

Additionally, sensitive information about or from the Company or our customers could be leaked, disclosed, or revealed as a result of or in connection with our employees’, personnel's, or vendors’ use of generative AI technologies.

Our operations and sales in international markets require significant management attention, expose us to difficulties presented by international economic, political, legal, and business factors, and may not be successful or produce desired levels of sales and profitability.

We currently sell our products throughout the world and we manufacture boats internationally in Australia.

Several factors, including weakened international economic conditions and the strength of the U.S.

dollar, could adversely affect our international operation and growth.

Expansion in our existing international markets and entry into new international markets require significant management attention.

Some of the countries in which we market and our distributors sell our products are, to some degree, subject to political, economic or social instability.

Our international operations expose us and our representatives, agents and distributors to risks related to operating in foreign jurisdictions.

With our recent acquisition of Saxdor and our continued operations in Australia, our operations and sales in international markets will require significant management attention, expose us to difficulties presented by international economic, political, legal, and business factors, and may not be successful or produce desired levels of sales and profitability.

In March 2026, we acquired Saxdor.

Saxdor sells premium adventure dayboats worldwide and has three engineering and manufacturing facilities in Finland and Poland.

The acquisition of Saxdor significantly increases our international operations and will require substantial management attention as we integrate Saxdor into our current operations.

In addition to our Saxdor acquisition, we continue to sell our products throughout the world and we manufacture some boats in Australia for our Malibu segment.

The countries in which we operate, including the U.S., Finland, Poland and Australia, could face economic and geopolitical challenges and may experience significant fluctuations in gross domestic product, interest rates and currency exchange rates, as

well as civil disturbances, government instability, nationalization and the imposition of unexpected taxes or other charges by government authorities.

This can result in economic and political instability, which could negatively affect our operations in those countries and our ability to sell our boats in those markets.

Doing business on a worldwide basis also requires us to comply with the laws and regulations of various foreign jurisdictions.

4 unchanged sentences

As a result of doing business in foreign countries and with foreign partners, we are exposed to a heightened risk of violating anti-corruption and trade control laws and sanctions regulations.

In addition, legal systems in markets in which we operate may have different liability standards, which could make it more difficult for us to enforce our legal rights in such countries.

Doing business in countries around the world has and may continue to expose us to heightened risks and negatively impact our earnings and cash flows.

Actual or potential public health emergencies, epidemics, or pandemics, could have a material adverse effect on our business, results of operations, or financial condition.

18 unchanged sentences

If credit conditions worsen, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in sales or delay improvement in sales of our products.

Risks and requirements related to transacting business in foreign countries may result in increased liabilities including penalties and fines as well as reputational harm.

Our activities are subject to various trade and economic sanctions and export control laws and regulations administered by the United States, including the U.S.

Department of Commerce’s Export Administration Regulations and the U.S.

Department of the Treasury’s Office of Foreign Assets Control economic and trade sanctions programs, and other laws and regulations of a similar nature administered by foreign governmental authorities with relevant jurisdiction, including Australia, Finland, and

Poland ("Trade Controls").

We also are subject to various anti-corruption laws and regulations, including the U.S.

Foreign Corrupt Practices Act and U.K.

These laws and regulations may impose restrictions on our business, including our ability to export, reexport, or transfer our products or provide our services to certain countries, territories, entities, or individuals, without authorization from the cognizant government authorities.

Relevant licensing processes can be time-consuming, and favorable outcomes cannot be guaranteed.

Certain jurisdictions in which we operate or into which our products may be sold present heightened Trade Controls risk.

In particular, Russia is subject to expansive and evolving sanctions and export control measures imposed by the United States and allied jurisdictions, including broad restrictions on the export, reexport, and transfer of a wide range of goods, software, and technology.

The regulatory landscape applicable to Russia continues to evolve;

ensuring ongoing compliance in this environment requires sustained vigilance and resource commitment, and the consequences of non-compliance – whether intentional or inadvertent – can be severe.

We endeavor to conduct our activities in compliance with all applicable Trade Controls requirements, including those applicable to Russia, but we cannot guarantee full compliance at all times.

Trade Controls and anti-corruption laws and regulations are subject to frequent change, and compliance can be time- and resource-intensive.

Although we have training programs in place for our employees, we cannot guarantee that our rules will be followed, nor can we guarantee full compliance with applicable export control and sanctions laws and regulations.

Violations of these regimes can result in significant financial penalties, loss of licensing privileges, other administrative penalties, reputational harm, and adverse business impact.

Our continued success is dependent on the positive perception of our brands, which, if impaired, could adversely affect our sales.

6 unchanged sentences

Any decline in the public acceptance of our boats could negatively impact their sales or lead to changes in laws, rules and regulations that prevent access to certain locations or restrict use or manner of use in certain areas or during certain times, which could also negatively impact sales.

If the popularity of the sports and activities for

which we design, manufacture and sell our boats were to decrease as a result of these risks or any negative publicity, sales of our products could decrease, which could have an adverse effect on our net revenue, profitability and operating results.

If the popularity of the sports and activities for which we design, manufacture and sell our boats were to decrease as a result of these risks or any negative publicity, sales of our products could decrease, which could have an adverse effect on our net revenue, profitability and operating results.

Our sales may be adversely impacted by increased consumer preference for used boats, electric boats, alternative fuel-powered boats, or the supply of new boats by competitors in excess of demand.

21 unchanged sentences

The recreational powerboat industry, and in particular the performance sport boat category, is highly competitive for consumers and dealers.

Competition affects our ability to succeed in the markets we currently serve, including the saltwater outboard fishing boat market that we entered with our acquisitions of Pursuit and Maverick Boat Group, and new markets that we may enter in the future.

Competition affects our ability to succeed in the markets we currently serve, and the new markets that we may enter in the future, including most recently the emerging premium adventure dayboat category in which we entered into this fiscal year with the acquisition of Saxdor.

Competition is based primarily on brand name, price, product selection and product performance.

8 unchanged sentences

A portion of our sales are denominated in a currency other than the U.S.

With our recent acquisition of Saxdor, we anticipate a much larger portion of our sales than in the past will be denominated in a currency other than the U.S.

dollar, with most of Saxdor’s sales denominated in the Euro.

Since our acquisition of Saxdor on March 2, 2026, sales in Europe accounted for approximately 54% of Saxdor’s total revenue.

We also continue to sell our other brands worldwide.

Consequently, a strong U.S.

dollar may adversely affect reported revenues.

We also maintain a portion of our manufacturing operations in Australia which partially mitigates the impact of the volatility of the U.S.

dollar in that country.

A portion of our selling, general and administrative costs are transacted in Australian dollars as a result.

We maintain a portion of our manufacturing operations in Poland and Australia, which partially mitigates the impact of the volatility of the U.S.

dollar in those countries.

A portion of our selling, general and administrative costs are transacted in the Polish zloty and Australian dollar as a result.

We also sell U.S.

3 unchanged sentences

We do not currently use hedging or other derivative instruments to mitigate our foreign currency risks.

Inflation and rising interest rates could adversely affect our financial results.

Inflation and heightened interest rates could adversely affect our financial results.

Inflation has recently had an adverse impact on our business, particularly related to wages and increases in the cost of raw materials and transportation, and may continue to have, an adverse impact on our business, financial condition, and results of operations.

Any continued elevated rates or renewed increases could further adversely affect our results.

In addition, new boat buyers often finance their purchases.

18 unchanged sentences

If floor plan financing were not available to our dealers, our sales and our working capital levels would be adversely affected as dealers may shift the timing of certain purchases and otherwise reduce the total number of boats that they purchase during any given period.

In addition, rising interest rates could also incentivize dealers to reduce their inventory levels in order to reduce their

interest exposure, which may further adversely impact the sales of our boats and our results of operations.

In addition, heightened interest rates could also incentivize dealers to reduce their inventory levels in order to reduce their interest exposure, which may further adversely impact the sales of our boats and our results of operations.

For additional information on our dealer network, see "Business--Our Dealer Network and --Dealer Management" above.

15 unchanged sentences

Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages or fines, or an injunction stopping us from manufacturing or selling certain products, engaging in certain business practices, or requiring other remedies.

We are currently defending against a securities class action lawsuit.

On April 10, 2024, fifteen dealerships operated under common control of Tommy’s Boats (“Tommy’s Boats”) filed a complaint against MBI and its indirect subsidiary Boats LLC in the United States District Court for the Eastern District of Tennessee (Case 3:24-cv-00166).

1 unchanged sentence

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.

Boats LLC took 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.

17 unchanged sentences

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

On September 2, 2025, we moved to dismiss Mr.

Borisch’s complaint in its entirety.

That motion is fully submitted and pending.

We intend to vigorously defend ourselves against any claims alleged by Mr.

We are 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.

We are currently defending against a securities class action lawsuit.

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).

3 unchanged sentences

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 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 Malibu Boats, Inc., 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).

The settlement was approved by the Court on February 9, 2026, and, without admitting fault or liability, provided for a settlement payment amount of $7.8 million for the benefit of a settlement class comprised of all purchasers of MBI securities during the Class Period.

The settlement payment was fully funded with proceeds from MBI’s directors and officers insurance carriers.

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).

2 unchanged sentences

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).

On November 17, 2025, the third and fourth derivative actions were consolidated, and on November 20, 2025, the consolidated case was stayed pending certain developments in the securities class action.

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.

We intend to vigorously defend ourselves against claims alleged in these derivative actions.

We are 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.

On April 1, 2026, MBI and the stockholders reached an agreement in principle to settle all derivative actions.

On July 15, 2026, plaintiffs filed a motion for preliminary settlement approval in the consolidated action pending before the United States District Court for the Eastern District of Tennessee (Case 3:25-cv-00142).

The settlement contemplates certain corporate governance reforms by MBI and a payment of $850,000 in attorneys’ fees from MBI to the stockholders’ counsel, and is subject to Court approval.

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

On February 12, 2025, a stockholder (the “Gray Plaintiff”) filed a putative stockholder class action complaint, as subsequently amended on April 1, 2026, in the Court of Chancery of the State of Delaware (the “Chancery Court”) against MBI, under the caption Gray v.

Malibu Boats, Inc., C.A.

2025-0151-KSJM (the “Gray Action”), challenging a provision of the Company’s Certificate of Incorporation concerning removal of directors from the Company’s Board of Directors (the “Removal Provision”).

Without admitting any wrongdoing or that the Gray Plaintiff’s allegations had any merit, MBI represented to the Gray Plaintiff that no director of MBI shall be removed from his or her position pursuant to the Removal Provision.

Believing the prompt resolution of the Gray Action to be in the best interest of MBI and its stockholders, MBI has, in its business judgment, also agreed to pay $75,000 in attorneys’ fees and expenses to the Gray Plaintiff’s counsel (including a $500 service award to the Gray Plaintiff) in full satisfaction of the claim for attorneys’ fees and expenses in the Gray Action.

On August 18, 2026, MBI and the Gray Plaintiff filed a stipulation, subject to approval by the Chancery Court, providing for the closure of the case, subject to and upon the Company filing an affidavit with the Chancery Court confirming that this notice has been issued and the Gray Plaintiff filing a voluntary dismissal of the Gray Action, with prejudice only as to the Gray Plaintiff and without prejudice as to any other putative class member.

The Chancery Court has not been asked to review or pass judgment on the payment of the attorneys’ fees and expenses or their reasonableness.

The manufacture and sale of boats also exposes us to significant risks associated with product liability, economic loss, personal injury and other claims.

3 unchanged sentences

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

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

We recently have been named in a complaint filed on July 17, 2026 by Brad Knighton and Britney Knighton, individually, as personal representative of the Estate of O.K., a deceased minor child, and as guardians of O.B.K.

and B.E.K., minors, against Cobalt Boats, LLC, Malibu Boats, LLC, Malibu Boats Holdings, LLC, and Malibu Boats, Inc.

in the United States District Court for the District of South Carolina, Florence Division, in admiralty (Case No.

4:26-cv-02936-JD).

The complaint arises from a boating accident that occurred on July 19, 2023 involving a 2006 model year Cobalt 232 bowrider vessel and alleges that the vessel was defective due to inadequate warnings regarding hazards associated with occupancy of the vessel's open bow seating area under certain operating conditions.

Plaintiffs assert claims for strict products liability (failure to warn), negligence, breach of implied warranty of merchantability, wrongful death, survival, and negligent infliction of emotional distress, and seek compensatory and punitive damages in an unspecified amount.

No defendant has been served with process, and no defendant has filed a responsive pleading.

We maintain product liability insurance that is applicable to this case.

We are 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.

We are also currently defending a customer class action lawsuit.

7 unchanged sentences

Any losses that we may suffer from any such claims, including any unanticipated adverse determination of a material product liability claim or other material claim (particularly an uninsured matter), could materially and adversely affect our financial condition, and the effect that any such liability may have upon the reputation and marketability of our products may have a negative impact on our business and operating results.

We have in the past, and may

be required in the future, to pay significant amounts to settle litigation and regulatory proceedings and, regardless of the outcome, litigation and regulatory proceedings can be costly, time-consuming and disruptive to our business and operations.

An impairment in the carrying value of goodwill, trade names, and other long-lived assets could negatively affect

our consolidated results of operations and net worth.

We have in the past, and may be required in the future, to pay significant amounts to settle litigation and regulatory proceedings and, regardless of the outcome, litigation and regulatory proceedings can be costly, time-consuming and disruptive to our business and operations.

An impairment in the carrying value of goodwill, trade names, and other long-lived assets could negatively affect our consolidated results of operations and net worth.

Goodwill and indefinite-lived intangible assets, such as our trade names, are recorded at fair value at the time of acquisition and are not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise.

7 unchanged sentences

As of June 30, 2026, the balance of total goodwill and indefinite-lived intangible assets was $241.5 million, which represents approximately 24.2% of total assets.

That amount includes $27.1 million of goodwill arising from our acquisition of Saxdor in March 2026.

If the future operating performance of either the Company or individual operating segments is not sufficient, we could be required to record non-cash impairment charges.

11 unchanged sentences

Changes in laws and policies governing foreign trade could adversely affect our business and trigger retaliatory actions by affected countries.

There is significant uncertainty with respect to future trade regulations, including the potential U.S.

There is significant uncertainty with respect to future trade regulations, including U.S.

tariffs and penalties on products manufactured outside the U.S., and with respect to existing international trade agreements.

For example, in April 2025, the United States announced the imposition of worldwide reciprocal and other tariffs on its trading partners, and in response to the United States' actions, many of the United States' trading partners announced retaliatory tariffs.

The United States is currently in ongoing negotiations with many countries and there remains uncertainty around tariffs.

presidential administration has imposed substantial tariffs affecting a wide range of products and jurisdictions.

In response, some countries have implemented, and other countries may implement, countermeasures in response to U.S.

The institution of global trade tariffs, trade sanctions, new or onerous trade restrictions, embargoes and other stringent government controls have the potential to adversely impact the U.S.

economy, our industry, our suppliers, and global demand for our products and, as a result, could have a material adverse effect on our business, financial condition, and results of operations.

For example, the U.S.

presidential administration has announced substantial new tariffs affecting a wide range of products and jurisdictions and has indicated an intention to continue negotiating trade policies.

In response, some countries have implemented, and other countries may implement, countermeasures in response to U.S.

We estimate that 18-20% of our cost of sales are sourced from outside the United States and thus we have the potential to be materially impacted by tariffs in future periods.

We estimate that 18-20% of our cost of sales for our brands located in the U.S.

are sourced from outside the United States and thus we have the potential to be materially impacted by tariffs in future periods.

In addition, following our acquisition of Saxdor, we manufacture boats in

Finland and Poland, a portion of which are imported into the United States and are subject to applicable U.S.

tariffs on European-origin goods.

In addition to increased costs as a result of these tariffs, we may face supply chain disruptions and delays that negatively impact our cost of materials and production processes.

The uncertain trade policy environment may also contribute to declining consumer confidence, which could decrease demand for our products.

If we are unable to mitigate any potential impacts through supply chain adjustments, pricing strategies, or other measures, our financial performance and growth prospects and/or our ability to create or execute our long-term plans or goals could be negatively affected.

We must comply with environmental laws and regulations as a boat manufacturer that could increase the costs of our products and reduce consumer demand.

15 unchanged sentences

Further, in October 2023, California passed climate disclosure laws that, among other requirements, will require public and private companies that do business in California with total annual revenues exceeding certain thresholds to make disclosures including GHG emission data and climate-related financial risks.

The implementing regulations for the law have not yet been drafted and the requirements are currently set to begin taking effect in 2026, with additional requirements phasing in through 2030.

While we are still assessing the impact of these requirements, additional reporting obligations could cause us to incur increased costs.

13 unchanged sentences

needs funds, and the LLC is restricted from making such distributions under applicable law or regulation or under the terms of its financing arrangements, or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

For example, our credit agreement generally prohibits the LLC, Malibu Boats, LLC, Malibu Australian Acquisition Corp., Cobalt Boats, LLC, PB Holdco, LLC, MBG Holdco, Inc.

and Maverick Boat Group, Inc.

from paying dividends or making distributions to Malibu Boats, Inc.

For example, our credit agreement generally prohibits the LLC and our other subsidiaries who are parties to the credit agreement from paying dividends or making distributions to Malibu Boats, Inc., without compliance with certain financial covenants.

However, our credit agreement permits (i) distributions to members of the LLC, including Malibu Boats, Inc., based on the member’s allocated taxable income, (ii) distributions to fund payments that are required under our tax receivable agreement, (iii) purchases of stock or stock options of the LLC from former officers, directors or employees of loan parties under the credit agreement or payments pursuant to stock option and other benefit plans up to $5.0 million in any fiscal year, and (iv) repurchases of the outstanding stock and LLC units of Malibu Boats, Inc.

In addition, the LLC may make dividends and distributions, subject to compliance with other financial covenants.

The credit agreement governing our revolving credit facility contains restrictive covenants which may limit our operating flexibility and may impair our ability to access sufficient capital to operate our business.

We rely on our revolving credit facility to provide us with adequate liquidity to operate our business.

The credit agreement governing our revolving credit facility contains 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.

Our credit agreement contains restrictive covenants which may limit our operating flexibility and may impair our ability to access sufficient capital to operate our business.

We rely on our credit facility to provide us with adequate liquidity to operate our business.

Our credit agreement contains 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, governmental regulation, outbound investment rules and transfer of material intellectual property rights to non-loan parties.

The credit agreement also requires compliance with financial covenants consisting of a minimum ratio of EBITDA to interest expense and a maximum ratio of total debt to EBITDA.

2 unchanged sentences

These covenants may affect our ability to operate and finance our business as we deem appropriate.

Violation of these covenants could constitute an event of default under the credit agreement governing our revolving credit facility.

If there were an event of default under the credit agreement, our lenders could reduce or terminate our access to amounts under our credit facilities or declare all of the indebtedness outstanding under our revolving credit facility immediately due and payable.

Violation of these covenants could constitute an event of default under our credit agreement.

We may not have sufficient funds available, or we may not have access to sufficient capital from other sources, to continue funding our operations or to repay any accelerated debt.

Even if we could obtain additional financing, the terms of the financing may not be favorable to us.

In addition, substantially all of our assets are subject to liens securing our revolving credit facility.

If amounts outstanding under the revolving credit facility were accelerated, our lenders could foreclose on these liens and we could lose substantially all of our assets.

Any event of default under the credit agreement governing our revolving credit facility could have a material adverse effect on our business, financial condition and results of operations.

In addition, substantially all of our assets are subject to liens securing our credit facility.

If amounts outstanding under the credit facility were accelerated, our lenders could foreclose on these liens and we could lose substantially all of our assets.

Any event of default under our credit agreement could have a material adverse effect on our business, financial condition and results of operations.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our revolving credit facility are at variable rates of interest and expose us to interest rate risk.

During the past year, interest rates have been increasing, which results in increased debt service obligations under our revolving credit facility even if our amount borrowed remains the same.

Borrowings under our revolving credit facility bear interest at a variable rate equal to either, at our option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.5%, or one-month Term SOFR plus 1% (the “Base Rate”) or (ii) SOFR, in each case plus an applicable margin ranging from 1.25% to 2.00% with respect to SOFR borrowings and 0.25% to 1.00% with respect to Base Rate borrowings.

Borrowings under our term loan and our revolving credit facility governed by our credit agreement are at variable rates of interest and expose us to interest rate risk.

During the past year, interest rates have been increasing, which results in increased debt service obligations under our credit agreement even if our amount borrowed remains the same.

Borrowings under our credit agreement bear interest at a variable rate equal to either, at our option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.5%, or one-month Term SOFR plus 1% (the “Base Rate”) or (ii) SOFR, in each case plus an applicable margin ranging from 1.25% to 2.00% with respect to SOFR borrowings and 0.25% to 1.00% with respect to Base Rate borrowings.

The applicable margin will be based upon the consolidated leverage ratio of the LLC and its subsidiaries.

As of June 30, 2025, we had $18.0 million outstanding under our revolving credit facility.

If the rate used to calculate interest on our outstanding floating rate debt under our revolving credit facility Credit Agreement were to increase by 1.0%, we would expect to incur additional interest expense on such indebtedness as of June 30, 2025 of approximately $0.2 million on an annualized basis.

We entered into fourth amended and restated credit agreement on July 10, 2026, which provides us with a $100.0 million term loan and $250.0 million revolving credit facility.

Upon entering into the new credit agreement on July 10, 2026, we borrowed the full $100.0 million under the term loan facility and used the net proceeds to repay amounts outstanding under our prior revolving credit facility.

We had $65.0 million outstanding under the revolving credit facility after such repayment.

Assuming no additional repayments or borrowings on our term loan or revolving credit facility after July 10, 2026, our expected cash interest payments, including accrued interest outstanding at July 10, 2026, would be approximately $8.2 million

within the next 12 months based on the weighted average interest rate at July 10, 2026 of 4.95%.

If the rate used to calculate interest on our outstanding debt under our credit agreement were to increase by 1.0%, we would expect to incur additional interest expense on such indebtedness as of July 10, 2026 of approximately $1.7 million on an annualized basis.

We will be required to pay the pre-IPO owners (or any permitted assignee) for certain tax benefits pursuant to our tax receivable agreement with them, and the amounts we may pay could be significant.

3 unchanged sentences

For purposes of the agreement, the benefit deemed realized by Malibu Boats, Inc.

will be computed by comparing its actual income tax liability (calculated with certain assumptions) to the amount of such taxes that it would have been required to pay had there

been no increase to the tax basis of the assets of the LLC as a result of the purchases or exchanges, and had we not entered into the tax receivable agreement.

will be computed by comparing its actual income tax liability (calculated with certain assumptions) to the amount of such taxes that it would have been required to pay had there been no increase to the tax basis of the assets of the LLC as a result of the purchases or exchanges, and had we not entered into the tax receivable agreement.

Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors.

11 unchanged sentences

Assuming no material changes in the relevant tax law, and that we earn sufficient taxable income to realize all tax benefits that are subject to the agreement, we expect that future payments under the tax receivable agreement relating to the purchases by Malibu Boats, Inc.

of LLC Units will be approximately $40.4 million over the next sixteen (16) years.

of LLC Units will be approximately $38.7 million over the next fifteen (15) years.

Future payments to pre-IPO owners (or their permitted assignees) in respect of subsequent exchanges or purchases would be in addition to these amounts and are expected to be substantial.

12 unchanged sentences

If for any reason the LLC is not able to make a tax distribution in an amount that is sufficient to make any required payment under the tax receivable agreement or we otherwise lack sufficient funds, interest would accrue on any unpaid amounts at LIBOR, plus 500 basis points until they are paid.

Although LIBOR was discontinued after June 30, 2023, our tax receivable agreement does not provide for an alternative reference rate to LIBOR.

Although LIBOR was

discontinued after June 30, 2023, our tax receivable agreement does not provide for an alternative reference rate to LIBOR.

Therefore, pursuant to the Adjustable Interest Rate (LIBOR) Act (the “ LIBOR Act ”), 12 U.S.C.

4 unchanged sentences

The tax receivable agreement provides that, in the event that we exercise our right to early termination of the tax receivable agreement, or in the event of a change in control or a material breach by us of our obligations under the tax receivable agreement, the tax receivable agreement will terminate, and Malibu Boats, Inc.

will be required to make a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the tax receivable

agreement, which lump-sum payment would be based on certain assumptions, including those relating to our future taxable income.

will be required to make a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the tax receivable agreement, which lump-sum payment would be based on certain assumptions, including those relating to our future taxable income.

The change in control payment and termination payments to the pre-IPO owners (or any permitted assignees) could be substantial and could exceed the actual tax benefits that Malibu Boats, Inc.

10 unchanged sentences

We strive to allocate capital in a manner that enhances stockholder value, lowers our cost of capital, or demonstrates our commitment to return excess capital to stockholders, while maintaining our ability to invest in strategic growth opportunities.

In October 2024, our 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 the LLC’s LLC Units (the "2024 Repurchase Program") for the period from November 8, 2024 to June 30, 2025.

In June 2025, our 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 the LLC’s LLC Units (the "2026 Repurchase Program") for the period from July 1, 2025 to June 30, 2026.

On December 18, 2025, our Board of Directors authorized an increase to the Company's existing 2026 Repurchase Program, raising the authorized amount from $50.0 million to $70.0 million.

We repurchased 1,243,996 shares of Class A Common Stock for $33.9 million in cash including related fees and expenses in fiscal year 2026.

In June 2026, our Board of Directors authorized a new stock repurchase program (the "2027 Repurchase Program") to allow for the repurchase of up to $70.0 million of our Class A Common Stock for the period from July 1, 2026 to June 30, 2027.

We may purchase shares under repurchase authorizations from time to time on the open market at the discretion of management, subject to strategic considerations, market conditions, and other factors.

7 unchanged sentences

These fluctuations can be unrelated or disproportionate to the operating performance of those companies.

These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, could harm the market price of our Class A Common Stock.

These broad market and industry fluctuations, as well as general economic, political and market conditions such as

recessions, interest rate changes or international currency fluctuations, could harm the market price of our Class A Common Stock.

Future sales of our Class A Common Stock in the public market could cause our share price to fall;

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors