What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-08-27 compared with 2025-08-28 · 275 added, 179 removed, 450 unchanged (50% of the section changed)

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New Accounting Pronouncements

We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive and outboard boats.

We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive, outboard boats, and premium adventure dayboats.

Our product portfolio of premium brands is used for a broad range of recreational boating activities including, among others, water sports, such as water skiing, wakeboarding and wake surfing, as well as general recreational boating and fishing.

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With performance, quality, value and multi-purpose features, our product portfolio has us well positioned to broaden our addressable market and achieve our goal of increasing our market share in the recreational boating industry.

We currently sell our boats under eight brands as shown in the table below, and we report our results of operations under three reportable segments, Malibu, Saltwater Fishing and Cobalt.

In March 2026, we acquired Saxdor Yachts Oy ("Saxdor").

Saxdor is a leading European designer and manufacturer of premium adventure dayboats.

Saxdor has a team of approximately 800 employees with three engineering and manufacturing facilities in Finland and Poland.

See "Acquisition of Saxdor" below for more information.

We currently sell our boats under nine brands as shown in the table below, and we report our results of operations under four reportable segments, Malibu, Saltwater Fishing, Cobalt, and Saxdor.

In connection with our acquisition of Saxdor we revised our segment reporting during the quarter ended March 31, 2026 to report our results of operations under the following four reportable segments.

% of Total Revenues

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Cobalt Cobalt 25.5% 26.7% 26.8%

Saxdor Saxdor 9.2% —% —%

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

Our flagship Malibu boats offer our latest innovations in performance, comfort and convenience, and are designed for consumers seeking a premium performance sport boat experience.

As of June 30, 2025, we are among the market leaders in the United States in the performance sport boat category through our Malibu and Axis brands.

As of June 30, 2026, we

are among the market leaders in the United States in the performance sport boat category through our Malibu and Axis brands.

Our Axis boats appeal to consumers who desire a more affordable performance sport boat product but still demand high performance, functional simplicity and the option to upgrade key features.

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Our Maverick Boat Group family of boats are highly complementary to Pursuit, expanding our saltwater outboard offerings with a strong focus in length segments under 30 feet.

We are among the

market leaders in the fiberglass outboard fishing boat category with the brands in our Saltwater Fishing segment.

We are among the market leaders in the fiberglass outboard fishing boat category with the brands in our Saltwater Fishing segment.

Retail prices for our Saltwater Fishing boats typically range from $45,000 to $1,400,000.

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Our Cobalt boats consist of mid to large-sized luxury cruisers and bowriders that we believe offer the ultimate experience in comfort, performance and quality.

As of June 30, 2025, we are among the market leader in the United States in the 20’ - 40’ segment of the sterndrive boat category through our Cobalt brand.

As of June 30, 2026, we are among the market leaders in the United States in the 20’ - 40’ segment of the sterndrive boat category through our Cobalt brand.

Retail prices for our Cobalt boats typically range from $75,000 to $625,000.

Our Saxdor segment participates in the manufacturing, distribution, marketing and sale throughout the world of Saxdor boats.

Our Saxdor boats expand our product offerings into the premium adventure dayboat market, including boats with lengths over 40 feet.

Through our acquisition of Saxdor on March 2, 2026, we have expanded our international footprint to 68 countries.

Retail prices for our Saxdor boats typically range from $130,000 to $825,000.

We sell our boats through a dealer network that we believe is among the strongest in the recreational powerboat industry.

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

We had one dealer that represented more than 10% of our consolidated net sales in fiscal years 2025 and 2024, OneWater Marine, Inc.

We had one dealer that represented more than 10% of our consolidated net sales in fiscal years 2026 and 2025.

We achieved fiscal year 2026 net sales, net income (loss) and adjusted EBITDA of $914.6 million, $1.7 million and $73.9 million, respectively, compared to $807.6 million, $15.2 million and $74.8 million, respectively, for fiscal year 2025.

For the definition of adjusted EBITDA and a reconciliation to net income (loss), see “GAAP Reconciliation of Non-GAAP Financial Measures.”

The recreational power boat industry continues to be challenged by macro-economic factors, including inflation and high interest rates, that have increased the cost of production and taken many interest rate sensitive buyers out of the market.

In recent months, additional tariffs have also been introduced or proposed, as discussed below, and we are monitoring the impact they may have on cost of production, pricing and demand.

Acquisition of Saxdor

On March 2, 2026, we acquired all issued and outstanding shares of the capital stock and option rights of Saxdor pursuant to a Securities Purchase Agreement (the "Purchase Agreement") for a purchase price consisting of (i) €111.6 million or approximately $131.3 million in cash, as adjusted for customary adjustments set forth in the Purchase Agreement, and (ii) 1,523,794 shares of our Class A common stock.

The cash consideration was financed through cash on hand and borrowings under our existing credit facility.

See Note 4 - Acquisition for further details on changes from the initial measurement at the date of acquisition.

The inputs to the aggregate purchase price described above differ from our closing 8-K filed for the Saxdor acquisition.

Additionally, we may pay up to a maximum of €71.3 million or $84.2 million in potential earnout payments ("the earnout consideration") to the sellers to be paid out in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the “earnout period”), respectively, if certain requirements are met.

The current fair value of potential earnout consideration is €26.2 million, or approximately $29.9 million.

The earnout consideration may be paid in the form of cash, common stock or a combination thereof, as calculated and determined in accordance with the Purchase Agreement.

The form of earnout consideration to be paid is at our sole discretion.

The Purchase Agreement also includes certain operating covenants, restrictions, and acceleration provisions applicable during the earnout period.

An amount of €1.5 million or approximately $1.7 million related to post-closing adjustments to the purchase price was recorded during our fourth quarter as an offset to the contingent earnout liability as the Company intends, and has the legal right, to withhold such amount from future earnout payments.

See Note 4 - Acquisition for further details on changes from the initial measurement at the date of acquisition.

The recreational power boat industry continues to be challenged by macro-economic factors, including inflation and elevated interest rates, that have increased the cost of production and taken many interest rate sensitive buyers out of the market.

In the past year, additional tariffs have also been introduced or proposed, as discussed below, and we are monitoring the

impact they may have on cost of production, pricing and demand.

Simultaneously, less price sensitive buyers have been purchasing larger, more feature-rich boats with higher average selling prices.

Due to high dealer flooring costs and a continued soft retail environment, we expect our dealers to reduce their inventories further in fiscal 2026.

Additionally, we expect the retail market to continue to decline in fiscal 2026 due to continued macroeconomic uncertainty.

Dealer inventories declined during fiscal 2026 as we maintained a disciplined approach to wholesale shipments, and we expect a modest further reduction in dealer inventories in fiscal year 2027.

We expect retail demand to remain soft in fiscal 2027 amid continued macroeconomic uncertainty, and we expect promotional activity and dealer incentive costs, including floor plan interest support, to remain elevated relative to historical levels.

We aim to increase our market share across the boating categories in which we compete through new product development, improved distribution, new models, and innovative features.

We believe our strong brands, new product pipeline, strong dealer network and ability to increase production will allow us to maintain, and potentially expand, our leading market positions.

Our financial results and operations have been, and will continue to be, impacted by events outside of our control, including trade policies and tariffs, inflationary pressures, interest rates, material shortages, weather events and global economic uncertainty.

Our newest acquisition, Saxdor, is in the early stages of integration into the business and expected synergies have the potential to be realized over the coming years.

We believe enhancing manufacturing capabilities combined with diligent management of dealer networks will position Saxdor for continued growth.

The current international trade and regulatory environment is subject to significant ongoing uncertainty.

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

Beginning in calendar year 2025, the U.S.

presidential administration has imposed substantial new 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.

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.

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.

As a result we have the potential to be materially impacted by tariffs in future periods.

We are continuing to monitor the potential long-term impact of tariffs and are taking a proactive approach to mitigating material supply chain risks.

We expect additional material costs to be incurred in fiscal year 2026 due to new tariff exposure of approximately 1.5% to 3% of Cost of Sales, assuming current tariff rates.

We expect to largely offset these added costs via price increases.

In the near term, we expect to continue to experience reduced retail consumer demand for our product and on-going pressure from dealers to reduce dealer inventories.

However, we will maintain our disciplined approach to dealer health and leverage our cash generation to continue investing in the business.

We expect to incur material costs in fiscal year 2027 due to new tariff exposure of approximately 1.5% to 3% of cost of sales, which includes Saxdor boats shipped to the U.S.

and is assuming current tariff rates.

We expect to largely offset these added costs by recent price increases.

With the addition of our European operations after our acquisition of Saxdor, we are also more sensitive to fluctuations in foreign currency exchange rates.

In the near term, we expect to continue to experience reduced retail consumer demand for our products and a competitive promotional environment.

However, we will maintain our disciplined approach to dealer health and leverage our strong balance sheet, and cash generation to continue investing in the business.

In July 2026, we entered into an amended and restated credit agreement providing a $250 million revolving credit facility and a $100 million term loan maturing in 2031, which, together with our $70 million share repurchase authorization, provides flexibility to continue investing in growth while returning capital to shareholders.

Factors Affecting Our Results of Operations

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Our product sales are impacted by general economic conditions, which affect the demand for our products, the demand for optional features, the availability of credit for our dealers and retail consumers, and overall consumer confidence.

Consumer spending, especially purchases of discretionary items, tends to decline during recessionary periods and tends to increase during

expansionary periods.

Consumer spending, especially purchases of discretionary items, tends to decline during recessionary periods and tends to increase during expansionary periods.

While there is still some uncertainty surrounding current macroeconomic conditions, and rising prices to our suppliers, in part due to tariffs and inflationary pressures, we believe we are well positioned strategically in the recreational powerboat market with brands that are among the market leaders in their segments.

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Further, new boat buyers often finance their purchases.

Efforts to stop or limit inflation are resulting in higher interest rates that translate into an increased cost of boat ownership.

Efforts to stop or limit inflation have resulted in higher interest rates that translate into an increased cost of boat ownership.

We have seen increased interest rates for our customers throughout calendar years 2024 and 2025.

Should inflation and interest rates continue at elevated rates, we may experience less retail demand because prospective consumers may choose to forgo or delay their purchases or buy a less expensive or used boat.

In 2026, interest rates improved slightly, but were still considered elevated.

Should inflation and interest rates continue at elevated rates, we may experience less retail demand because prospective consumers may

choose to forgo or delay their purchases or buy a less expensive or used boat.

We intend to minimize the effect of inflation through selective price increases, cost reductions and improved productivity.

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We believe our close communication with our consumers, dealers and sponsored athletes regarding their future product desires enhances the efficiency of our product development expenditures.

Leveraging our robust product offering and features to enhance our sales growth and gross margins.

We leverage our robust product offering and additional features to enhance our sales growth and gross margins.

Our product mix, as it relates to our brands, types of boats and features, not only makes our offerings attractive to consumers but also helps drive higher sales and margins.

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We completed the build-out of our Tooling Design Center at our Pursuit facility in Florida in March 2023.

The Tooling Design Center is a vertical integration initiative focusing on the tooling needs for our Malibu, Cobalt, Maverick and Pursuit

This vertical integration initiative is part of a multi-year plan to bring our product tooling in-house, which has the potential to help us better control capital expenditures, improve tooling quality, and improve innovation.

The Tooling Design Center is a vertical integration initiative focusing on the tooling needs for our Malibu, Cobalt, Maverick and Pursuit boats.

This vertical integration initiative, discussed further below, is part of a multi-year plan to bring our product tooling in-house, which has the potential to help us better control capital expenditures, improve tooling quality, and improve innovation.

Dealer Network, Dealer Financing and Incentives

We rely on our dealer network to distribute and sell our products.

We believe we have developed one of the strongest distribution network in the performance sport boat category.

We believe we have developed one of the strongest distribution networks across the recreational boating markets in which we compete.

To improve and expand our network and compete effectively for dealers, we regularly monitor and assess the performance of our dealers and evaluate dealer locations and geographic coverage in order to identify potential market opportunities.

In March 2026, we expanded our dealer footprint to

68 countries with the acquisition of Saxdor.

We intend to continue to add dealers in new territories in the United States as well as internationally, which we believe will result in increased unit sales.

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Vertical Integration

We have vertically integrated a number of key components of our manufacturing process, including the manufacturing of our Monsoon engines, boat trailers, towers and tower accessories, machined and billet parts, soft grip flooring, wiring harnesses and most recently, certain tooling for our various brands.

We have vertically integrated a number of key components of our manufacturing process, including the manufacturing of our Monsoon engines, boat trailers, towers and tower accessories, machined billet parts, EVA flooring, custom metal fabricated parts, wiring harnesses and most recently, certain tooling for our various brands.

We began producing our own engines, branded as Malibu Monsoon engines, in our Malibu and Axis boats for model year 2019.

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In fiscal year 2022, we began manufacturing our own wiring harnesses in order to reduce the risk of production delays due to delays in receipt of wiring harnesses from third-party suppliers.

In March 2023, we launched our new Tooling Design Center located on our Pursuit campus.

In March 2023, we launched our Tooling Design Center located on our Pursuit campus.

The Tooling Design Center has potential to help us better control capital expenditures, improve tooling quality, and increase volumes.

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For our Malibu, Cobalt and Saltwater Fishing segments, if a domestic dealer meets its quarterly commitment volume, as well as other terms of the dealer performance program, the dealer is entitled to a specified discount off invoice for eligible wholesale volume purchased during the period.

If a dealer meets its semi-annual or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased.

For our Saxdor segment, discounts are provided to all dealers under a profitability-based model.

If a dealer, for any of our

brands, meets its quarterly, semi-annual, or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased.

For Malibu, Cobalt and select Saltwater Fishing models, our dealers that take delivery of current model year boats may also be entitled to have us pay the interest to floor the boat for a period of time, which incentive we refer to as "free flooring".

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Amortization expenses are associated with the amortization of intangibles.

Other Expense (Income), Net

Other expense (income), net, consists of interest expense and other income or expense, net.

Other expense, Net

Other expense, net, consists of interest expense and other income or expense, net.

Interest expense consists of interest charged under our outstanding debt and amortization of deferred financing costs on our credit facilities.

Other income or expense can include ad justments to our tax receivable agreement liability and sublease income.

Other income or expense can include ad justments to our tax receivable agreement liability and changes to the fair value of the contingent earnout liability as well as foreign currency translation gain/loss on the contingent earnout liability.

Malibu Boats, Inc.

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federal and state income tax with respect to its net taxable income.

Saxdor files income tax returns in Finland and Poland.

Net Income (Loss) Attributable to Non-controlling Interest

As of June 30, 2025 and 2024, we had a 98.6% and 98.4%, respectively, controlling economic interest and 100% voting interest in the LLC and, therefore, we consolidate the LLC's operating results for financial statement purposes.

As of June 30, 2026 and 2025, we had a 98.6% controlling economic interest and 100% voting interest in the LLC and, therefore, we consolidate the LLC's operating results for financial statement purposes.

Net income (loss) attributable to non-controlling interest represents the portion of net income (loss) attributable to the non-controlling LLC members.

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Operating income (loss)

3,099 0.3 % 21,761 2.7 % (55,947) (6.7) %

Other expense (income), net:

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

Other income, net

(2,907) (0.3) % (385) — % (4) — %

Interest expense 3,559 0.4 % 1,883 0.2 % 1,842 0.2 %

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Income (loss) before provision (benefit) for income taxes

2,447 0.3 % 20,263 2.5 % (57,785) (7.0) %

Provision (benefit) for income taxes

740 0.1 % 5,023 0.6 % (1,342) (0.2) %

Net income (loss) 1,707 0.2 % 15,240 1.9 % (56,443) (6.8) %

Net income (loss) attributable to non-controlling interest

54 — % 361 — % (531) (0.1) %

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

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Cobalt 1,335 27.0 % 1,409 28.8 % 1,571 29.2 %

Saxdor 246 5.0 % — — % — — %

Total Units 4,944 4,898 5,385

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Comparison of the Fiscal Year Ended June 30, 2026 to the Fiscal Year Ended June 30, 2025

Net sales for fiscal year 2026 increased $107.0 million, or 13.3%, to $914.6 million, compared to fiscal year 2025.

The increase in net sales was d riven primarily by $84.3 million of revenue from the new Saxdor segment due to the recent acquisition, a favorable model mix across all three existing segments and year-over-year price increases, partially offset by decreased unit volumes across all three existing segments resulting primarily from lower wholesale shipments.

Unit volume for fiscal year 2026 increased 46 units, or 0.9%, to 4,944 units compared to fiscal year 2025.

Our unit volume increased primarily due to an additional 246 units contributed by Saxdor, partially offset by lower wholesale shipments across all three existing segments driven by lower retail activity.

Net sales attributable to our Malibu segment increased $0.21 million, or 0.07%, to $312.9 million for fiscal year 2026 compared to fiscal year 2025.

Unit volumes attributable to our Malibu segment decreased 73 units for fiscal year 2026 compared to fiscal year 2025, primarily due to lower wholesale shipments driven by lower retail activity during the period.

The increase in net sales was primarily driven by a favorable model mix and year-over-year price increases, partially offset by a decrease in units.

Net sales attributable to our Saltwater Fishing segment increased $4.4 million, or 1.6%, to $284.0 million for fiscal year 2026 compared to fiscal year 2025.

Unit volumes decreased 53 units for fiscal year 2026 compared to fiscal year 2025, primarily due to lower wholesale shipments driven by lower retail activity during the period.

The increase in net sales was driven by a favorable model mix and year-over-year price increases, partially offset by a decrease in units.

Net sales attributable to our Cobalt segment increased $18.1 million, or 8.4%, to $233.4 million for fiscal year 2026 compared to fiscal year 2025.

Unit volumes attributable to Cobalt decreased 74 units for fiscal year 2026 compared to fiscal year 2025, primarily due to lower wholesale shipments driven by lower retail activity and our dealers' desire to hold less inventory.

The increase in net sales was driven primarily by a favorable model mix and year-over-year price increases, partially offset by a decrease in units.

Since our acquisition on March 2, 2026, net sales and unit volume attributable to our Saxdor segment were $84.3 million and 246 units, respectively for the year ended June 30, 2026 .

Overall consolidated net sales pe r unit increased 12.2% to $184,990 per unit for fiscal year 2026 compared to fiscal year 2025.

Net sales per unit for our Malibu segment increased 3.5% to $145,538 per unit for fiscal year 2026 compared to fiscal year 2025, driven by a favorable model mix and year-over-year price increases, partially offset by increased dealer incentive costs per unit.

Net sales per unit for our Saltwater Fishing segment increased 6.0% to $234,135 per unit for fiscal year 2026 compared to fiscal year 2025, driven by a favorable model mix and year-over-year price increases, partially offset by increased dealer incentive costs per unit.

Net sales per unit for our Cobalt segment increased 14.4% to $174,812 per unit for fiscal year 2026 compared to fiscal year 2025, driven by favorable model mix and year-over-year price increases.

Since our acquisition on March 2, 2026, net sales per unit for our Saxdor segment was $342,695.

Cost of Sales

Cost of sales for fiscal year 2026 increased $104.6 million, or 15.8%, to $768.1 million compared to fiscal year 2025.

The increase in cost of sales was primarily driven by cost of sales from the new Saxdor segment due to the recent acquisition and higher per unit material and labor costs for the Malibu, Saltwater Fishing, and Cobalt segments.

In the Malibu segment, per unit material and labor costs increased by $10.9 million driven by a more expensive model mix that corresponded with higher net sales per unit and inflationary pressures.

In the Saltwater Fishing segment, per unit material and labor costs increased $16.9 million driven by a more expensive model mix that corresponded with higher net sales per unit and inflationary pressures.

In the Cobalt segment, per unit material and labor costs increased $21.9 million driven by a more expensive model mix that corresponded with higher net sales per unit and inflationary pressures.

Gross profit for fiscal year 2026 increased $2.4 million, or 1.7%, compared to fiscal year 2025.

The increase in gross profit was driven primarily by higher net sales, partially offset by increased cost of sales for the reasons noted above.

Gross margin for fiscal year 2026 decreased 180 basis points from 17.8% to 16.0% driven primarily by higher per unit material and labor costs.

Operating Expenses

General and administrative expense for fiscal year 2026 increased $12.7 million, or 13.7%, to $105.1 million compared to fiscal year 2025.

The increase in general and administrative expenses was primarily driven by acquisition related expenses incurred due to the Saxdor acquisition, an incremental increase due to the new Saxdor segment and increases in incentive pay and salaries, partially offset by a $3.5 million legal settlement in fiscal year 2025 along with decreased legal fees.

As a percentage of sales, general and administrative expenses increased 10 basis points to 11.5% for fiscal year 2026 compared to 11.4% for fiscal year 2025.

Selling and marketing expense for fiscal year 2026 increased $4.4 million, or 19.1% to $27.5 million compared to fiscal year 2025.

The increase was driven primarily by higher personnel-related expenses and marketing events and an incremental increase due to the new Saxdor segment.

As a percentage of sales, selling and marketing expense increased 10 basis points to 3.0% for fiscal year 2026 compared to 2.9% for fiscal year 2025.

Amortization expense for fiscal year 2026 increased $4.0 million to $10.8 million due to the additional intangibles acquired from the Saxdor acquisition.

Other Expense, Net

Other expense, net for fiscal year 2026 decreased by $0.8 million, or 56.5% to $0.7 million as compared to fiscal year 2025.

The decrease in other expense was due to other income from the reduction in the fair value of the contingent earnout liability as well as a gain in foreign currency translation related to the contingent earnout liability and other income from an adjustment in our tax receivable agreement liability mainly due to decreased blended federal and state tax rates used as a result of OB3 tax reform changes, and in turn, a decrease in the future benefit we expect to pay under our tax receivable agreement with pre-IPO owners.

This decrease of other expense was partially offset by increased interest expense of $1.7 million because of additional borrowings in the current year under our revolving credit facility to partially finance the purchase price for the Saxdor acquisition.

Provision (benefit) for income taxes

Our provision (benefit) for income taxes for fiscal year 2026 decreased $4.3 million, or 85.3% to $0.7 million compared to fiscal year 2025.

This decrease was primarily driven by lower pre-tax earnings and corresponding state taxes, as well as Saxdor tax provision benefits.

For fiscal year 2026, our effective tax rate of 30.2% was increased by shortfall expense generated by certain stock-based compensation, certain federal tax code limitations, the impact of the change in tax law enacted (in accordance with OB3) through remeasurement of our deferred tax assets, U.S.

state taxes, and foreign rate differentials.

These increases were partially offset by Saxdor provision benefits, including transfer tax payments, U.S.

research tax credits, and the impact of non-controlling interests in the LLC.

For fiscal year 2025, our effective tax rate of 24.8% was increased by a shortfall expense generated by certain stock-based compensation, certain federal tax code limitations, and the impact of U.S.

These increases were partially offset by research tax credits.

Non-controlling interest

Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our consolidated statements of operations and comprehensive (loss) income is computed by multiplying pre-tax income (loss) for the applicable fiscal year by the percentage ownership in the LLC not directly attributable to us.

For fiscal years 2026 and 2025, the weighted average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 1.4% and 1.6%, respectively.

Comparison of the Fiscal Year Ended June 30, 2025 to the Fiscal Year Ended June 30, 2024

Net sales for fiscal year 2025 decreased $21.5 million, or 2.6%, to $807.6 million, compared to fiscal year 2024.

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Non-controlling interest

Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our consolidated statements of operations and comprehensive income (loss) is computed by multiplying pre-tax income (loss) for the applicable fiscal year by the percentage ownership in the LLC not directly attributable to us.

For fiscal years 2025 and 2024, the weighted average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 1.6% and 1.9%, respectively.

Comparison of the Fiscal Year Ended June 30, 2024 to the Fiscal Year Ended June 30, 2023

Net sales for fiscal year 2024 decreased $559.3 million, or 40.3%, to $829.0 million, compared to fiscal year 2023.

The decrease in net sales was driven primarily by decreased unit volumes across all segments resulting primarily from decreased wholesale shipments and increased promotional costs across all segments resulting from elevated channel inventory levels and increased flooring costs for the Saltwater Fishing and Cobalt segments, partially offset by a favorable model mix in our Saltwater Fishing segment and inflation-driven year-over-year price increases.

Unit volume for fiscal year 2024 decreased 4,478 units, or 45.4%, to 5,385 units compared to fiscal year 2023.

Our unit volume decreased primarily due to lower wholesale shipments across all segments.

The decrease in wholesale shipments was driven by our efforts to address elevated channel inventory resulting from weakening retail demand experienced throughout the fiscal year.

Net sales attributable to our Malibu segment decreased $357.1 million, or 56.1%, to $279.1 million for fiscal year 2024 compared to fiscal year 2023.

Unit volumes attributable to our Malibu segment decreased 2,946 units for fiscal year 2024 compared to fiscal year 2023.

The decrease in net sales was primarily due to lower wholesale shipments driven by lower retail activity during the period, increased promotional costs and elevated dealer channel inventory levels.

Net sales attributable to our Saltwater Fishing segment decreased $121.6 million, or 27.1%, to $327.5 million for fiscal year 2024 compared to fiscal year 2023.

Unit volumes decreased 952 units for fiscal year 2024 compared to fiscal year 2023.

The decrease in net sales was driven by a decrease in units and increased dealer flooring program costs, partially offset by a favorable model mix and inflation-driven year-over-year price increases.

Net sales attributable to our Cobalt segment decreased $80.6 million, or 26.6%, to $222.4 million for fiscal year 2024 compared to fiscal year 2023.

Unit volumes attributable to Cobalt decreased 580 units for fiscal year 2024 compared to fiscal year 2023.

The decrease in net sales was driven primarily by a decrease in units, increased dealer flooring program costs and unfavorable model mix, partially offset by inflation-driven year-over-year price increases.

Overall consolidated net sales per unit increased 9.4% to $153,953 per unit for fiscal year 2024 compared to fiscal year 2023.

Net sales per unit for our Malibu segment increased 3.1% to $127,983 per unit for fiscal year 2024 compared to fiscal year 2023, driven by an increased mix of higher optioned boats and inflation-driven year-over-year price increases, partially offset by increased promotional costs and increased dealer flooring program costs.

Net sales per unit for our Saltwater Fishing segment increased 15.4% to $200,577 per unit for fiscal year 2024 compared to fiscal year 2023, driven by a favorable model mix and inflation-driven year-over-year price increases, partially offset by increased promotional activities and increased dealer flooring program costs.

Net sales per unit for our Cobalt segment increased 0.5% to $141,542 per unit for fiscal year 2024 compared to fiscal year 2023, driven by inflation-driven year-over-year price increases, partially offset by increased promotional activities, unfavorable model mix, and increased dealer flooring program costs.

Cost of Sales

Cost of sales for fiscal year 2024 decreased $355.1 million, or 34.2%, to $681.9 million compared to fiscal year 2023.

The decrease in cost of sales was primarily driven by a 45.4% decrease in volumes and continuing inflationary pressure on costs.

In the Malibu segment, per unit material and labor costs increased $24.3 million driven by an increased mix of larger models that corresponded with higher net sales per unit, fixed-cost deleveraging due to lower volumes and increased prices due to inflationary pressures.

In the Saltwater Fishing segment, per unit material and labor costs increased $31.7 million driven by an increased mix of larger models that corresponded with higher net sales per unit, fixed-cost deleveraging due to lower volumes and increased prices due to inflationary pressures.

In the Cobalt segment, per unit material and labor costs increased $5.8 million driven by fixed-cost deleveraging due to lower volumes and increased prices due to inflationary pressures.

Gross profit for fiscal year 2024 decreased $204.2 million, or 58.1%, compared to fiscal year 2023.

The decrease in gross profit was driven primarily by lower sales revenue along with fixed-cost deleveraging.

Gross margin for fiscal year 2024 decreased from 25.3% to 17.7% driven primarily by an increased mix of the Saltwater Fishing segment and increased dealer flooring program costs.

Operating Expenses

Total operating expenses for fiscal year 2024 decreased by $3.5 million, or 1.7%, from fiscal year 2023, primarily due to a $99.4 million decrease in general and administrative expenses related to our settlement of product liability cases in fiscal year 2023, partially offset by $88.4 million in impairment charges related to Maverick Boat Group.

General and administrative expense for fiscal year 2024 decreased $99.4 million, or 56.6%, to $76.3 million compared to fiscal year 2023.

The decrease in general and administrative expenses was primarily driven by the $100.0 million settlement of product liability cases in June 2023.

Additionally, there was a decrease in compensation and personnel-related expenses partially offset by increases in legal and professional fees, licenses and permits, and IT infrastructure expenses.

As a percentage of sales, general and administrative expenses decreased 350 basis points to 9.2% for fiscal year 2024 compared to 12.7% for fiscal year 2023.

In fiscal year 2024, we recognized a goodwill impairment charge of $49.2 million and an impairment charge to trade names of $39.2 million, both related to Maverick Boat Group.

We did not recognize any impairment charges in fiscal year 2023.

Selling and marketing expense for fiscal year 2024 decreased $1.2 million, or 5.1% to $22.8 million compared to fiscal year 2023.

The decrease was driven primarily by a decrease related to boat show and related events.

As a percentage of sales, selling and marketing expense increased 100 basis points to 2.7% for fiscal year 2024 compared to 1.7% for fiscal year 2023.

Amortization expense for fiscal year 2024 remained flat at $6.8 million.

Other Expense, Net

Other expense, net for fiscal year 2024 decreased by $1.5 million, or 44.2% to $1.8 million as compared to fiscal year 2023.

Our interest expense decreased by $1.1 million during fiscal year 2024 compared to fiscal year 2023 due to lower average outstanding debt.

Provision (Benefit) for Income Taxes

Our provision (benefit) for income taxes for fiscal year 2024 decreased $34.9 million, or 104.0% to ($1.3 million) compared to fiscal year 2023.

This decrease was primarily driven by lower pre-tax earnings, including impairment charges related to our Maverick Boat Group reporting unit.

For fiscal year 2024, our effective tax rate of 2.3% was reduced by the impairment charges related to our Maverick Boat Group reporting unit.

For fiscal year 2023, our effective tax rate of 23.7% differed from the statutory federal income tax rate of 21% primarily due to the impact of U.S.

This increase in the effective tax rate was partially offset by the benefit of the research and development tax credit as well as the impact of non-controlling interests in the LLC.

Non-controlling interest

Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our consolidated statements of operations and comprehensive income (loss) is computed by multiplying pre-tax income (loss) for the applicable fiscal year by the percentage ownership in the LLC not directly attributable to us.

For fiscal years 2025 and 2024, the weighted average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 1.6% and 1.9%, respectively.

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Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures that are used by management as well as by investors, commercial bankers, industry analysts and other users of our financial statements.

We define adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation, amortization, goodwill and other intangible asset impairment expense and non-cash, non-operating expenses or other expenses that we do not believe are indicative of our ongoing expenses, including abandonment of construction in process, litigation settlements, certain professional fees, non-cash compensation expense and adjustments to our tax receivable agreement liability.

We define adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation, amortization, goodwill and other intangible asset impairment expense and non-cash, non-operating expenses or other expenses that we do not believe are indicative of our ongoing expenses, including abandonment of construction in process, litigation settlements, acquisition and integration related expenses, adjustment to earnout liability, certain professional fees, non-cash compensation expense and adjustments to our tax receivable agreement liability.

We define adjusted EBITDA margin as adjusted EBITDA divided by net sales.

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Net income (loss) $ 1,707 $ 15,240 $ (56,443)

$ 15,240 $ (56,443) $ 107,910

Provision (benefit) for income taxes

740 5,023 (1,342)

Interest expense 3,559 1,883 1,842

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Litigation settlement 3

3,500 — 100,000

Non-recurring professional fees 4

Acquisition related step-up inventory amortization 4

Acquisition and integration related expenses 5

Adjustment to earnout liability 6

Professional fees 7

3,952 4,962 3,096

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Adjustment to tax receivable agreement liability 9

(1,029) (347) 36

Adjusted EBITDA $ 73,936 $ 74,770 $ 82,237

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(1) Represents impairment of goodwill and trade names related to our Maverick Boat Group reporting unit in the amounts of $49.2 million and $39.2 million, respectively.

(2) For the three and twelve months ended June 30, 2024, we recorded a non-cash charge of $8.7 million 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 of our Consolidated Statements of Operations and Comprehensive Income (Loss).

(3) For fiscal year 2025, represents the amount paid pursuant to a settlement agreement with the Chapter 11 trustee (the "Trustee") for Tommy's Fort Worth LLC and its affiliate debtors.

For fiscal year 2023 represents settlement of product liability cases in June 2023 for $100.0 million.

(4) For fiscal year 2025, represents legal and advisory fees related to ongoing litigation with our insurance carriers related to the Batchelder

matters and ongoing litigation with Tommy's Boats and Matthew Borisch.

For fiscal year 2024, represents legal and advisory fees related to ongoing litigation with our insurance carriers related to Batchelder matters and legal and for fiscal year 2023, represents advisory fees related to product liability cases that were settled for $100.0 million in June 2023.

(2) We recorded a non-cash charge of $8.7 million in fiscal year 2024 associated with the abandonment of the ERP project.

(3) Represents the amount paid pursuant to a settlement agreement with the Chapter 11 trustee (the "Trustee") for Tommy's Fort Worth LLC and its affiliate debtors.

(4) Acquisition related step-up inventory amortization represents the amortization of the fair value step-up in Saxdor's inventories resulting from the acquisition of Saxdor, which is recorded within Cost of goods sold.

See Note 4 — Acquisition for additional information.

(5) Represents legal and advisory fees as well as integration costs incurred in connection with our acquisition of Saxdor on March 2, 2026.

(6) Represents the change in the contingent consideration (earnout) liability recognized in connection with the acquisition of Saxdor on March 2, 2026.

See Note 4 — Acquisition for additional information.

(7) For fiscal year 2026 and 2025, represents legal and advisory fees, netted with insurance payments, related to ongoing litigation with our insurance carriers related to the Batchelder matters and ongoing litigation with Tommy's Boats and Matthew Borisch.

For fiscal year 2024, represents legal and advisory fees related to ongoing litigation with our insurance carriers related to Batchelder matters.

(8) Represents equity-based incentives awarded to employees under our long-term incentive plans.

(9) For fiscal year 2026, we recognized other income from an adjustment in our tax receivable agreement liability mainly due to decreased blended federal and state tax rate used in computing our future tax obligations used as a result of tax reform changes in H.R.

1, commonly referred to as the One Big Beautiful Bill Act ("OB3") and in turn, a $1.0 million decrease in the future benefit we expect to pay under our tax receivable agreement with pre-IPO owners.

For fiscal year 2025, we recognized other income from an adjustment in our tax receivable agreement liability mainly due to a decrease in the state tax rate used in computing our future tax obligations and in turn, a decrease in the future benefit we expect to pay under our tax receivable agreement with pre-IPO owners.

For fiscal year 2024, we recognized other expense from an adjustment in our tax receivable agreement liability due to an increase in the state tax rate used in computing our future tax obligations and in turn, an increase in the future benefit we expect to pay under our tax receivable agreement with pre-IPO owners.

For fiscal year 2023, we recognized other expense from an adjustment in our tax receivable agreement liability mainly derived by future benefits from Tennessee net operating losses at Malibu Boats, Inc.

(10) We calculate net income (loss) margin as net income (loss) divided by net sales and we define adjusted EBITDA margin as adjusted EBITDA divided by net sales.

Adjusted Net Income Per Share

Adjusted net income per share is a newly disclosed non-GAAP financial measure in fiscal 2025.

Going forward, we will be disclosing adjusted net income instead of adjusted fully distributed net income (loss).

Adjusted net income per share is a non-GAAP financial measure that is used and disclosed by management in order to give management and its investors and analysts a more accurate picture of our underlying earnings performance.

Adjusted net income per share, similar to adjusted fully distributed net income (loss), excludes items that management does not believe are indicative of our core operating performance.

However, unlike adjusted fully distributed net income (loss), adjusted net income does not assume the exchange of all LLC Units into shares of Class A Common stock, which results in the elimination of non-controlling interests in the LLC.

When we completed our IPO in 2014, Malibu Boats, Inc.

held approximately 49.3% of the economic interest in the LLC, which has since increased to approximately 98.6% of the economic interest in the LLC as of June 30, 2025.

As a result, the weighted average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was only 1.6% for fiscal year 2025.

We believe adjusted fully distributed net income per share is not as meaningful now as it was in the immediate years following our IPO because the amount recorded as non-controlling interest has a much less significant impact to our earnings performance.

Adjusted net income per share, excludes items that management does not believe are indicative of our core operating performance.

We define adjusted net income per share as net income (loss) attributable to Malibu Boats, Inc.

per share, excluding income tax expense (benefit), before goodwill and other intangible asset impairment expense and non-cash, non-operating expenses, or other expenses that we do not believe are indicative of our ongoing expenses, including abandonment of construction in process, litigation settlements, acquisition related amortization, certain professional fees and non-cash compensation expense, and reflecting an adjustment for income tax expense on adjusted income before income taxes at our estimated effective income tax rate.

per share, excluding income tax expense (benefit), before goodwill and other intangible asset impairment expense and non-cash, non-operating expenses, or other expenses that we do not believe are indicative of our ongoing expenses, including abandonment of construction in process, litigation settlements, acquisition related amortization, acquisition and integration related expenses, adjustment to earnout liability, certain professional fees and non-cash compensation expense, and reflecting an adjustment for income tax expense on adjusted income before income taxes at our estimated effective income tax rate.

We exclude the items listed above from net income (loss) per share in arriving at adjusted net income per share because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, the methods by which assets were acquired and other factors.

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$ 1,653 $ 14,879 $ (55,912)

Provision (benefit) for income taxes

740 5,023 (1,342)

Goodwill and other intangible asset impairment 1

Abandonment of construction in process 2

Litigation settlement 3

Acquisition related amortization 4

10,653 6,653 6,672

Non-recurring professional fees 3

Acquisition related step-up inventory amortization 5

Acquisition and integration related expenses 6

Adjustment to earnout liability 7

Professional fees 8

3,952 4,962 3,096

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5,603 5,916 4,935

Abandonment of construction in process 5

Acquisition related amortization 6

6,653 6,672 6,654

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

Adjusted income before taxes 38,053 40,933 54,573

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2026 2025 2024

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

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

$ 0.09 $ 0.76 $ (2.74)

Provision (benefit) for income taxes

0.04 0.26 (0.07)

Goodwill and other intangible asset impairment 1

Abandonment of construction in process 2

Litigation settlement 3

Non-recurring professional fees 3

Acquisition related amortization 4

0.55 0.34 0.33

Stock-based compensation expense 4

Acquisition related step-up inventory amortization 5

Acquisition and integration related expenses 6

Adjustment to earnout liability 7

Professional fees 8

0.20 0.25 0.15

Abandonment of construction in process 5

Acquisition related amortization 6

Stock-based compensation expense 9

0.29 0.30 0.24

Provision (benefit) for taxes 0.26 (0.07) 1.64

Adjusted income before taxes 1.97 2.09 2.66

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0.45 0.51 0.65

Adjusted net income per share $ 1.58 $ 2.01 $ 9.43

Adjusted net income $ 1.52 $ 1.58 $ 2.01

(1) Represents impairment of goodwill and trade names related to our Maverick Boat Group reporting unit in the amounts of $49.2 million and $39.2 million, respectively.

(2) For fiscal year 2025, represents the amount paid pursuant to a settlement agreement with the Trustee for Tommy's Fort Worth LLC and its affiliate debtors.

For fiscal year 2023 represents settlement of product liability cases in June 2023 for $100.0 million.

(3) For fiscal year 2025, represents legal and advisory fees related to ongoing litigation with our insurance carriers related to the Batchelder

matters and ongoing litigation with Tommy's Boats and Matthew Borisch.

(2) We recorded a non-cash charge of $8.7 million in fiscal year 2024 associated with the abandonment of the ERP project.

(3) Represents the amount paid pursuant to a settlement agreement with the Chapter 11 trustee (the "Trustee") for Tommy's Fort Worth LLC and its affiliate debtors.

(4) Represents amortization of intangibles acquired in connection with the acquisitions of Maverick Boat Group, Pursuit, Cobalt, and Saxdor.

(5) Acquisition related step-up inventory amortization represents the amortization of the fair value step-up in Saxdor's inventories resulting from the acquisition of Saxdor, which is recorded within Cost of goods sold.

See Note 4 — Acquisition for additional information.

(6) Represents legal and advisory fees as well as integration costs incurred in connection with our acquisition of Saxdor on March 2, 2026.

(7) Represents the change in the contingent consideration (earnout) liability recognized in connection with the acquisition of Saxdor on March 2, 2026.

See Note 4 — Acquisition for additional information.

(8) For fiscal year 2026 and 2025, represents legal and advisory fees, netted with insurance payments, related to ongoing litigation with our insurance carriers related to the Batchelder matters and ongoing litigation with Tommy's Boats and Matthew Borisch.

For fiscal year 2024, represents legal and advisory fees related to ongoing litigation with our insurance carriers related to Batchelder matters.

(9) Represents equity-based incentives awarded to employees under our long-term incentive plans.

(5) For the three and twelve months ended June 30, 2024, we recorded a non-cash charge of $8.7 million associated with the abandonment of the ERP project.

(6) For fiscal years 2025, 2024 and 2023, represents amortization of intangibles acquired in connection with the acquisition of Maverick Boat Group, Pursuit and Cobalt.

(7) Reflects income tax expense at an estimated normalized annual effective income tax rate of 24.5% of income before taxes for fiscal year 2025, 24.5% of income before taxes for fiscal year 2024 and 24.3% of income before taxes for fiscal year 2023.

The estimated normalized annual effective income tax rate for fiscal years 2025, 2024 and 2023 is based on the federal statutory rate plus a blended state rate adjusted for the research and development tax credit, the foreign derived intangible income deduction, and foreign income taxes attributable to our Australian subsidiary.

(10) Reflects income tax expense at an estimated normalized annual effective income tax rate of 22.7% for fiscal year 2026, and 24.5% of income before taxes for fiscal year 2025, and 2024.

The estimated normalized annual effective income tax rate for fiscal years 2026, 2025, and 2024 is based on the federal statutory rate plus a blended state rate adjusted for the research and development tax credit, the foreign derived intangible income deduction, and foreign income taxes attributable to our international subsidiaries.

Liquidity and Capital Resources

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Our typical uses of cash are for capital expenditures, debt service obligations, payments under our tax receivables agreement, our lease obligations, and return of capital to our stockholders, which has typically been accomplished through our stock repurchase programs.

In addition, we borrowed $140 million under our revolving credit facility in March 2026 to partially fund our purchase of Saxdor.

Our acquisition of Saxdor also provides for up to €71.3 million or $84.2 million in potential earnout payments (the “earnout consideration”) to the sellers during the calendar years 2027, 2028 and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the "earnout period"), subject to the achievement of certain specified post-closing operating and financial targets.

The earnout consideration may be paid in the form of cash, Common Stock or a combination thereof.

The form of earnout consideration to be paid is at our sole discretion.

Capital Expenditures.

During fiscal year 2025, we incurred approximately $27.9 million in capital expenditures primarily for investments in new models, capacity enhancements and vertical integration initiatives.

During fiscal year 2026 and 2025, we incurred approximately $24.7 million and $27.9 million in capital expenditures, respectively, primarily for investments in new models, capacity enhancements and vertical integration initiatives.

Principal and Interest Payments.

Our Third Amended and Restated Credit Agreement (the “Credit Agreement”) provides us with a revolving credit facility in an aggregate principal amount of up to $350.0 million.

As of June 30, 2025, we had $18.0 million outstanding borrowings under our revolving credit facility, with $330.3 million available for borrowing.

The revolving credit facility matures on July 8, 2027.

See below under “Revolving Credit Facility” for additional information regarding our revolving credit facility, including the interest rate applicable to any borrowing under such facility.

Our Third Amended and Restated Credit Agreement (the “Third A&R Credit Agreement”) provides us with a revolving credit facility in an aggregate principal amount of up to $350.0 million.

As of June 30, 2026, we had $165.0 million outstanding borrowings under our revolving credit facility and $1.8 million in outstanding letters of credit with $183.2 million available for borrowing.

That revolving credit facility was set to mature on July 8, 2027.

On July 10, 2026, we entered into the Fourth Amended and Restated Credit Agreement (the "Credit Agreement") providing up to $250.0 million and a term loan facility in an aggregate principal amount of up to $100.0 million, each with a maturity date of July 10, 2031.

See below under "Revolving Credit Facility" for additional information regarding our Fourth Amended and Restated Credit Agreement, including the interest rate applicable to any borrowing under such facilities.

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%.

Tax Receivable Agreement.

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We estimate that approximately $0.1 million will be due under the tax receivable agreement within the next 12 months.

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.

In accordance with the tax receivable agreement, the next payment is anticipated to occur approximately 75 days after filing the federal tax return which is due by April 15, 2027.

Operating Lease Obligations.

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We or the vendor can generally terminate the purchase orders at any time.

These purchase orders do not contain any termination payments or other penalties if cancelled.

These purchase orders do not contain any termination payments or other penalties if canceled.

As of June 30, 2026, we had purchase orders in the amount of $84.8 million due within the next 12 months.

Return of Capital/Stock Repurchase Program .

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.

During the fiscal year ended June 30, 2025, we repurchased 997,791 shares of Class A Common Stock for $36.0 million in cash including related fees and expenses under our repurchase programs.

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 "2025 Repurchase Program") for the period from July 1, 2025 to June 30, 2026.

We may purchase shares under our repurchase program from time to time in privately negotiated transactions or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended at the discretion of management, subject to strategic considerations, market conditions, and other factors.

In June 2025, our Board of Directors authorized the 2026 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 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.

During the fiscal year ended June 30, 2026, we repurchased 1,243,996 shares of Class A Common Stock for $33.9 million in cash including related fees and expenses under the 2026 Repurchase Program.

On June 23, 2026, our Board of Directors authorized 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.

Our 2027 Share Repurchase Program does not obligate us to repurchase a minimum amount of shares.

Under the program, shares of Class A Common Stock may be repurchased from time to time in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended at the discretion of management, subject to strategic considerations, market conditions, and other factors.

To date, we have returned capital to our stockholders through the repurchase of our stock and have not declared any dividends.

Insurance Litigation related to Batchelder matters

During fiscal year 2024, we had a one-time payment of $100.0 million with respect to a settlement agreement entered in connection with the settlement of all Batchelder-related product liability matters.

We maintain liability insurance applicable to the Batchelder-related matters with coverage up to $26.0 million.

As of June 30, 2025, we had received approximately $21.0 million in insurance coverage proceeds, subject in certain cases to reservation of rights by the insurance carriers.

As of June 30, 2025 and June 30, 2026, we had received approximately $21.0 million in insurance coverage proceeds, subject in certain cases to reservation of rights by the insurance carriers.

We contend that the insurance carriers are responsible for the entirety of the $100.0 million settlement amount and related expenses, and therefore the insurers’ payments to date are well below what they should have tendered to Boats LLC.

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On April 8, 2024, the Court dismissed Starr, noting that only Chubb had the contractual right and duty to settle the Batchelder matters prior to trial.

We intend to vigorously pursue our claims against our insurers to recover the full $100.0 million settlement amount and expenses (less any monies already tendered without reservation by the carriers).

However, we cannot predict the outcome of such litigation.

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

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.

On March 12, 2026, the Georgia Court of Appeals denied both aspects of Chubb's appeal.

On April 14, 2026, Chubb filed a petition for a writ of certiorari with the Georgia Supreme Court.

We intend to vigorously pursue our claims against the insurance carriers to recover the full $100.0 million settlement amount and expenses (less any monies already tendered without reservation by the carriers).

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

Potential earnout Payments for Saxdor Acquisition

Under the Purchase Agreement for the Saxdor acquisition, the Sellers can receive a maximum of €71.3 million or $84.2 million in potential earnout consideration to be paid out in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the “earnout period”), respectively, if certain requirements are met.

The current fair value of potential earnout consideration is €26.2 million, or approximately $29.9 million.

The earnout consideration may be paid in the form of cash, common stock or a combination thereof, as calculated and determined in accordance with the Purchase Agreement.

The form of earnout consideration to be paid is at our sole discretion.

The Purchase Agreement also includes certain operating covenants, restrictions, and acceleration provisions applicable during the earnout period.

See Note 4 - Acquisition for further details on changes from the initial measurement at the date of acquisition.

Our future capital requirements beyond the next 12 months will depend on many factors, including the general economic environment in which we operate and our ability to generate cash flow from operations, which are more uncertain as a result of inflation, changing interest rates and volatile fuel prices.

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Net cash provided by operating activities was $67.5 million for fiscal year 2026, compared to $56.5 million for the same period in 2025, an increase of $11.0 million.

The increase in cash provided by operating activities primarily resulted from a net increase in operating assets and liabilities of $24.6 million, partially offset by a decrease of $13.6 million in net income (after consideration of non-cash items included in net income (loss), primarily related to depreciation, amortization, deferred tax assets and non-cash compensation).

Net cash provided by operating activities was $56.5 million for fiscal year 2025, compared to $55.6 million for the same period in 2024, an increase of $0.9 million.

The increase in cash provided by operating activities primarily resulted from a net increase in operating assets and liabilities of $12.2 million.

Net cash provided by operating activities was $55.6 million for fiscal year 2024, compared to $184.7 million for the same period in 2023, a decrease of $129.2 million.

The decrease in cash provided by operating activities primarily resulted from a decrease of $51.4 million in net income (after consideration of non-cash items included in net income (loss), primarily related to the Maverick impairment of goodwill and other intangible assets, abandonment of construction in process, depreciation and deferred tax assets) and net decrease in operating assets and liabilities of $77.8 million.

This decrease was related to a reduction in working capital, resulting from lower sales and a one-time payment of $100.0 million with respect to a settlement agreement entered in connection with all Batchelder-related product liability matters, offset by $21.0 million in insurance coverage proceeds received in fiscal year 2024 that are subject in certain cases to reservation of rights by the insurance carriers.

Cash Flows From Investing Activities

Net cash used in investing activities was $142.6 million for fiscal year 2026 compared to $27.4 million for the same period in 2025, an increase of cash used in investing activities of $115.3 million.

The increase in cash used in investing activities was primarily driven by cash paid for the acquisition of Saxdor compared to the same period in 2025.

Net cash used in investing activities was $27.4 million for fiscal year 2025 compared to $75.8 million for the same period in 2024, a decrease of cash used in investing activities of $48.4 million.

The decrease in cash used in investing activities was primarily related to decreased capital expenditures compared to the same period in 2024.

The decrease in cash used in investing activities was primarily related to decreased capital expenditures in fiscal year 2025.

We experienced higher capital expenditures in fiscal year 2024 primarily related to the completion of our Roane County, Tennessee facility.

Net cash used in investing activities was $75.8 million for fiscal year 2024 compared to $54.6 million for the same period in 2023, an increase of cash used in investing activities of $21.2 million.

The increase in cash used in investing activities was primarily related to increased capital expenditures in fiscal year 2024 as mentioned above.

Cash Flows From Financing Activities

Net cash provided by financing activities was $111.7 million for fiscal year 2026 compared to net cash used in financing activities of $18.8 million for fiscal year 2025, an increase of $130.5 million.

During fiscal year 2026, we borrowed $147.0 million, net of repayments, under our revolving credit facility to partially fund the acquisition of Saxdor, which was partially offset by our repurchases of $33.9 million of our Class A Common Stock under our current stock repurchase program.

Net cash used in financing activities was $18.8 million for fiscal year 2025 compared to net cash used in financing activities of $31.7 million for fiscal year 2024, a decrease of $12.9 million cash used.

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We repurchased $36.0 million of our Class A Common Stock under our stock repurchase program in fiscal year 2025 compared to repurchases of $29.3 million in fiscal year 2024.

Net cash used in financing activities was $31.7 million for fiscal year 2024 compared to net cash used in financing activities of $134.6 million for fiscal year 2023, a decrease of $102.9 million cash used.

During fiscal year 2024, we repurchased $29.3 million of our Class A Common Stock under our stock repurchase program compared to $7.9 million in fiscal year 2023.

During fiscal year 2024 we had no borrowings, net of repayments compared to repayments of $120.1 million, net of borrowings, in fiscal 2023.

Revolving Credit Facility

Our indirect subsidiary, Malibu Boats, LLC, has a revolving credit facility in an aggregate principal amount of up to $350.0 million with a maturity date of July 8, 2027.

As of June 30, 2025, Malibu Boats, LLC, had $18.0 million outstanding balance

under its revolving credit facility and $1.7 million in outstanding letters of credit, with $330.3 million available for borrowing.

Malibu 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 $200.0 million, subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

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

Credit Facility

Our indirect subsidiary, Malibu Boats, LLC, or the Borrower, has an outstanding term loan of $100.0 million and a $250.0 million revolving credit facility, each with a maturity date of July 10, 2031, governed by the Credit Agreement.

Malibu 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 the sum of $100.0 million plus such additional amounts so long as the consolidated leverage ratio as of the most recent date for which financial statements have been delivered does not exceed 2.50:1.00, subject to the terms of the Credit Agreement and only if existing or new lenders choose to provide additional term or revolving commitments.

Upon the closing of the Credit Agreement on July 10, 2026, Malibu Boats, LLC borrowed the full $100.0 million under the term loan facility and used the net proceeds to repay amounts outstanding under its revolving facility governed by the prior credit agreement.

Malibu Boats, LLC had $65.0 million outstanding under the revolving credit facility after such repayment.

Borrowings under the Credit Agreement bear interest at a rate equal to either, at the Borrower’s 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”), (ii) SOFR, (iii) alternative currency term rate, or (iv) alternative currency daily rate, in each case plus an applicable margin ranging from 1.25% to 2.00% with respect to SOFR borrowings, alternative currency term rate loans, and alternative currency daily rate loans, and 0.25% to 1.00% with respect to Base Rate borrowings.

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

The Borrower is required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.15% to 0.30% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio.

Malibu Boats, Inc.

is not a party to the Credit Agreement.

All borrowings under the Credit Agreement bear interest at a 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.

We are required to pay a commitment fee for the unused portion of the revolving credit facility, which will range from 0.15% to 0.30% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio.

was not a party to the prior credit agreement and is not a party to the Credit Agreement.

As with the prior credit agreement, the obligations of the Borrower under the Credit Agreement are guaranteed by its parent, the LLC, and, subject to certain exceptions, the present and future subsidiaries of the Borrower, and all such obligations are secured by substantially all of the assets of the LLC, the Borrower and such subsidiary guarantors.

The Credit Agreement contains certain customary representations and warranties, and notice requirements for the occurrence of specific events such as the occurrence of any event of default or pending or threatened litigation.

The Credit Agreement also requires compliance with certain customary financial covenants consisting of a minimum ratio of EBITDA to interest expense and a maximum ratio of total debt to EBITDA.

The 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 and governmental regulation.

The Credit Agreement contains certain customary restrictive covenants, among others, regarding indebtedness, liens, fundamental changes, investments, restricted payments, disposition of assets (including material intellectual property), transactions with affiliates, negative pledges, hedging transactions, certain prepayments of indebtedness, accounting changes and governmental regulation, in each case, subject to customary exceptions.

The Credit Agreement also contains customary events of default.

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During fiscal year 2025, we repurchased 22 units under our repurchase agreements, including 19 boats that were related to the bankruptcy with Tommy's Boats totaling $2.5 million.

The repurchases of the boats in the inventory of Tommy's Boats were reflected in our June 30, 2024 consolidated financial statements and those 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, the Trustee retained Gordon Brothers to sell the remaining inventory as part of liquidation sales.

As of December 31, 2024, none of our new model year 2023 and 2024 boats were remaining in the inventory of Tommy's Boats.

We repurchased 17 units under our repurchase agreements during fiscal year 2024 which boats were subsequently resold during fiscal year 2024 above cost.

For fiscal year 2026, we did not repurchase any boats under our repurchase agreements.

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this occurs when control of promised goods (boats, parts, or other) is transferred to the customer.

For all our brands, with the exception of Saxdor, this occurs when the product is shipped from our location.

Saxdor recognizes revenue when the boat is delivered to the customer.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.

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Refer to Note 10 and Note 18 related to our product warranty and repurchase commitment obligations, respectively.

Revenue from boat part sales is recorded as the product is shipped from our location, which is free on board shipping point.

Revenue from boat part sales is recorded as the product is shipped from our location for all of our brands.

Revenue associated with sales of materials, parts, boats or engine products sold under our exclusive manufacturing and distribution agreement with our Australian subsidiary are eliminated in consolidation.

Revenue associated with sales to the independent representative responsible for international sales is recognized in accordance with free on board shipping point terms, the point at which the risks of ownership and loss pass to the representative.

A fixed percentage discount is earned by the independent representative at the time of shipment to the representative as a reduction in the price of the boat and is recorded in our consolidated statements of operations and comprehensive income (loss) as a reduction in sales.

We earn royalties on boats shipped with our proprietary wake surfing technology under licensing agreements with various marine manufacturers.

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Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Goodwill amounts are not amortized, but rather are evaluated for potential impairment on an annual basis, as of June 30, in accordance with the provisions of ASC Topic 350, Intangibles—

Goodwill and Other .

Goodwill amounts are not amortized, but rather are evaluated for

potential impairment on an annual basis, as of June 30, in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other .

Under the guidance, we may assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

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

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

For the fiscal years ended June 30, 2026, and June 30, 2025, we performed a qualitative assessment on the reporting units which indicated that the fair value of our reporting units more likely than not exceeded their respective carrying amounts.

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

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For the fiscal year ended June 30, 2024, we 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

For the fiscal year ended June 30, 2023, we performed a quantitative assessment on the Maverick Boat Group reporting unit which indicated that the fair value of its reporting unit more likely than not exceeded its carrying amount.

We did not recognize any goodwill impairment charges in the fiscal years ended June 30, 2026 and 2025.

Intangible Assets

Intangible assets consist primarily of dealer relationships, product trade names, legal and contractual rights surrounding a patent and a non-compete agreement.

Intangible assets consist primarily of backlog, dealer relationships, product trade names, legal and contractual rights surrounding a patent and a non-compete agreement.

These assets are recorded at their estimated fair values at the acquisition dates using the income approach.

Definite-lived intangible assets are being amortized using the straight-line method based on their estimated useful lives ranging from 10 to 20 years.

Definite-lived intangible assets are being amortized using the straight-line method based on their estimated useful lives ranging from 10 to 20 years, with the exception of backlog related to our Saxdor reporting unit.

The backlog has an useful life of 11 months.

Backlog is defined as orders taken from customers, but not fulfilled.

As such, the estimated useful life is based on the historical order to cash cycle at Saxdor.

The estimated useful lives of dealer relationships consider the average length of dealer relationships at the time of acquisition, historical rates of dealer attrition and retention, the Company’s history of renewal and extension of dealer relationships, as well as competitive and economic factors resulting in a range of useful lives.

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Intangible assets not subject to amortization are assessed for impairment at least annually and whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired.

The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount.

The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of

the intangible asset with its carrying amount.

An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset.

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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 income (loss).

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.

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The Company recognized $8.7 million for abandonment of construction in process charges related to the ERP (Enterprise resource planning) project during the year ended June 30, 2024.

The charge 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 Income (Loss) (see Note 6).

There was no impairment loss recognized on long-lived assets for the fiscal years ended June 30, 2026 and 2025.

Purchase Price Allocation

On March 2, 2026, we acquired all of the outstanding stock of Saxdor and allocated the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Our valuation procedures include consultation with an independent adviser.

When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.

Critical estimates in valuing certain intangible assets include but are not limited to projected future cash flows, dealer attrition and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates and changes could be significant.

We expect to finalize these amounts during the first half of fiscal year 2027.

Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed, as more fully discussed in Note 4.

Fair Value of Contingent Consideration (earnout)

We account for contingent consideration arrangements assumed in business combinations at fair value.

In connection with the Saxdor acquisition, we recorded an earnout consideration with an initial fair value of $32.6 million.

The potential earnout consideration has a maximum potential payout of $84.2 million, and is to be paid out to the sellers in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the "earnout period"), subject to the achievement of certain specified post-closing operating and financial targets.

The earnout consideration may be paid in the form of cash, common stock or a combination thereof, at our sole discretion, as calculated and determined in accordance with the Purchase Agreement.

The earnout consideration is classified as a liability, and changes in its fair value are recognized in earnings through the other expense (income), net financial statement line item.

The initial fair value was estimated using a scenario based model as well as a Monte Carlo simulation model.

This measurement requires significant judgment regarding projected financial performance over the earnout period and key unobservable inputs, including projected revenue, revenue volatility, and a risk-adjusted discount rate of approximately 18.5% used to adjust the probability-weighted cash flow payments to their present value.

Changes in these assumptions could have a significant impact on the determination of fair value.

The estimated fair value of the contingent earnout liability decreased by $1.6 million which was recognized as a gain within other expense (income), net, in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the fiscal year ended June 30, 2026.

See further discussion in Note 4 — Acquisition.

New Accounting Pronouncements

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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 7. Management’s Discussion and Analysis