What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-08-27 compared with 2025-08-28 · 534 added, 263 removed, 1080 unchanged (42% of the section changed)

2 unchanged sentences

Report of Management on Internal Control Over Financial Reporting

Reports of Independent Registered Public Accounting Firm

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

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations and Comprehensive (Loss) Income for the Fiscal Years Ended June 30, 2026, 2025, and 2024

Consolidated Balance Sheets as of June 30, 2026 and 2025

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2026 and 2025, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated August 27, 2026 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Saxdor Yachts Oy during the fiscal year ended June 30, 2026, and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of June 30, 2026 Saxdor Yachts Oy's internal control over financial reporting associated with 28.0% of total assets and 9.2% of total revenues included in the consolidated financial statements of the Company as of and for the year ended June 30, 2026.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Saxdor Yachts Oy.

Basis for Opinion

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

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

and subsidiaries (the Company) as of June 30, 2026 and 2025, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2026, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2026, in conformity with U.S.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of certain assumptions underlying the product warranty liability for certain brands

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We also compared the Company’s prior year product warranty liability related to claims expected to be incurred in the current year to actual claims received in the current year to evaluate the historical accuracy of the Company’s estimate.

Fair value measurement of the earnout consideration liability related to achieving specified financial targets associated with the acquisition of Saxdor Yachts Oy

As discussed in Notes 1 and 4 to the consolidated financial statements, the Company recognized an earnout consideration liability at its estimated fair value as of the acquisition date in connection with the acquisition of Saxdor Yachts Oy (Saxdor).

The earnout consideration liability consists of achievement of certain specified post-closing operating and financial targets by Saxdor.

Subsequent changes to the fair value of the earnout consideration liability are recorded in the consolidated statement of operations in the period of change.

The Company estimates the fair value of the earnout consideration liability related to achieving specified financial targets using a Monte Carlo simulation.

The fair value of the Saxdor earnout consideration liability as of the acquisition date was $32.6 million, of which a portion relates to the earnout consideration associated with achieving specified financial targets.

We identified the evaluation of the fair value measurement of the earnout consideration liability as of the acquisition date related to achieving specified financial targets as a critical audit matter.

Subjective auditor judgment was required to evaluate the forecasted revenues used in the fair value measurement of the earnout consideration liability because it was an unobservable input.

Changes in the forecasted revenues could have had an impact on the fair value measurement.

Additionally, the evaluation of the fair value of the earnout consideration liability as of the acquisition date related to achieving specified financial targets required specialized skills and knowledge.

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

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's fair value measurement process for the earnout liability associated with achieving specified financial targets.

This included controls related to the development of the forecasted revenues and the overall determination of fair value of the earnout consideration related to achieving specified financial targets.

We evaluated the forecasted revenues used in the Company's model by comparing them to historical data, industry benchmarks and other third-party market data.

We involved valuation professionals with specialized skills and knowledge, who assisted in developing a fair value estimate of the earnout consideration liability as of the acquisition date related to achieving specified financial targets using an independent Monte Carlo simulation and comparing it to the Company's estimate.

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

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AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive (Loss) Income

(In thousands, except share and per share data)

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Operating income (loss)

3,099 21,761 ( 55,947 )

Other expense (income), net

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

( 2,907 ) ( 385 ) ( 4 )

Interest expense 3,559 1,883 1,842

Other expense, net

652 1,498 1,838

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

2,447 20,263 ( 57,785 )

Provision (benefit) for income taxes

740 5,023 ( 1,342 )

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

Net income (loss) attributable to non-controlling interest

54 361 ( 531 )

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

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

Comprehensive income (loss):

Comprehensive (loss) income:

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

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Other comprehensive (loss) income

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

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

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

( 5,985 ) ( 448 ) 142

Comprehensive (loss) income

( 4,278 ) 14,792 ( 56,301 )

comprehensive (loss) income attributable to non-controlling interest, net of tax

( 15 ) 346 ( 516 )

Comprehensive (loss) income attributable to Malibu Boats, Inc., net of tax

$ ( 4,263 ) $ 14,446 $ ( 55,785 )

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Issuances of equity for services 31 — — 1,041 — — — 1,041

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

Issuance of equity for Acquisition of Saxdor 1,524 15 — — 41,691 — — — 41,706

Repurchase and retirement of common stock ( 1,244 ) ( 12 ) — — ( 33,898 ) — — — ( 33,910 )

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Exchange of LLC Units for Class A Common Stock 6 — — — 95 — — ( 95 ) —

Distributions to LLC Unit holders — — — — — — — ( 264 ) ( 264 )

Foreign currency translation adjustment — — — — — ( 5,985 ) — ( 89 ) ( 6,074 )

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Amortization 10,805 6,799 6,811

Change in fair value of contingent consideration ( 1,597 ) — —

Unrealized gain on foreign currency exchange ( 1,053 ) — —

Deferred income taxes 2,004 3,870 ( 4,355 )

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Abandonment of construction in process — — 8,735

Change in operating assets and liabilities:

Change in operating assets and liabilities, net of effect from acquisition:

Trade receivables ( 8,223 ) 106 45,257

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Proceeds from sale of property and equipment 352 543 120

Payment for acquisition, net of cash acquired ( 118,305 ) — —

Net cash used in investing activities ( 142,616 ) ( 27,374 ) ( 75,842 )

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Payments on revolving credit facility ( 18,000 ) ( 30,000 ) ( 75,000 )

Principal payments on long-term borrowings — — ( 23,125 )

Payment of deferred financing costs — — ( 1,362 )

Proceeds received from exercise of stock options — 233 —

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Repurchase and retirement of Class A Common Stock ( 33,910 ) ( 35,955 ) ( 29,316 )

Net cash used in financing activities ( 18,820 ) ( 31,695 ) ( 134,574 )

Net cash provided by (used) in financing activities 111,681 ( 18,820 ) ( 31,695 )

Effect of exchange rate changes on cash 843 ( 255 ) ( 13 )

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Cash paid for interest $ 3,015 $ 1,945 $ 3,046

Cash paid for income taxes 910 3,529 50,515

Income tax refunds ( 1,565 ) ( 1,404 ) —

Cash paid (refund) for income taxes, net 905 ( 655 ) 2,125

Non-cash operating, investing and financing activities:

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Tax distributions payable to non-controlling LLC Unit holders 60 — —

Class A shares issued for acquisition 41,706 — —

Contingent consideration issued for acquisition 32,599 — —

Escrow receivable through earnout holdback 1,709 — —

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

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The LLC, through its wholly owned subsidiary, Malibu Boats, LLC, (“Boats LLC”), is engaged in the design, engineering, manufacturing and marketing of innovative, high-quality, recreational powerboats that are sold through a world-wide network of independent dealers.

The Company sells its boats under eight brands -- Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes and Cobalt brands.

The Company reports its results of operations under three reportable segments -- Malibu, Saltwater Fishing and Cobalt.

The Company sells its boats under nine brands -- Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes, Cobalt, and Saxdor brands.

The Company reports its results of operations under four reportable segments -- Malibu, Saltwater Fishing, Cobalt, and Saxdor.

Basis of Presentation

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All intercompany balances and transactions have been eliminated upon consolidation.

Saxdor Acquisition

On March 2, 2026, the Company acquired Saxdor for an aggregate purchase price of approximately $ 203.9 million pursuant to a Securities Purchase Agreement (the "Purchase Agreement").

The consideration was comprised of approximately $ 131.3 million in cash, 1,523,794 shares of Class A common stock of the Company, and the Company's potential earnout payments (the "earnout consideration") with an initial fair value of $ 32.6 million.

In addition, the purchase price included a net working capital adjustment and escrow receivable discussed further in Note 4 — Acquisition .

The cash consideration was financed through cash on hand and borrowings under the Company’s revolving credit facility.

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, as calculated and determined in accordance with the Purchase Agreement.

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

The preliminary purchase price was subject to certain post-closing working capital adjustments.

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

Saxdor, headquartered in Finland, is a leading European designer and manufacturer of premium adventure dayboats and one of the world’s fastest-growing boat brands.

The Company acquired Saxdor for the purpose of expanding the Company's global reach, in both manufacturing and sales, as well as strengthening Malibu's reputation as a leading manufacturer of premier boats.

See further discussion in Note 4 — Acquisition.

Segment Reporting

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

Effective March 31, 2026, the Company revised its segment reporting to account for its acquisition of Saxdor.

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

As a result of the Saxdor acquisition, the Company has four reportable segments, Malibu, Saltwater Fishing, Cobalt, and Saxdor.

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

The Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group boats (Maverick, Cobia, Pathfinder and Hewes).

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

The Cobalt segment participates

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

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

Use of Estimates

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When a dealer purchases and takes delivery of a boat pursuant to a floor plan financing arrangement, it draws against its line of credit and the lender pays the invoice cost of the boat directly to the Company within approximately two weeks.

For dealers that use local floor plan financing programs or pay cash, the Company may extend credit without collateral under the

dealer agreement based on the Company’s evaluation of the dealer’s credit risk and past payment history.

For dealers that use local floor plan financing programs or pay cash, the Company may extend credit without collateral under the dealer agreement based on the Company’s evaluation of the dealer’s credit risk and past payment history.

The Company maintains allowances for potential credit losses that it believes are adequate.

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The Company’s top ten dealers represented 62.4 %, 42.8 % and 40.4 % of the Company’s net sales for the fiscal years ended June 30, 2026, 2025, and 2024, respectively.

Sales to our dealers under common control of OneWater Marine, Inc.

represented approximately 22.3 %, 24.7 % and 23.7 % of consolidated net sales in fiscal years 2026, 2025 and 2024, respectively.

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

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As of June 30, 2026 and 2025, no highly liquid investments were held and the entire balance consists of cash.

At June 30, 2025 and 2024, substantially all cash on hand was held by two financial institutions.

At June 30, 2026 and 2025, substantially all cash on hand was held by three financial institutions.

This cash on deposit may be, at times, in excess of insurance limits provided by the FDIC.

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Under the income approach, management calculates the fair value of its reporting units based on the present value of estimated future cash flows.

If the fair value of an individual reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired.

If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then management determines the implied fair value of the reporting unit’s goodwill.

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

If the fair value of an individual reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not

If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized equal to the excess, limited to the amount of goodwill assigned to the reporting unit.

For the fiscal year ended June 30, 2026, the Company performed a qualitative assessment on the reporting units which indicated that the fair value of its reporting units more likely than not exceeded their respective carrying amounts.

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

The Company did not recognize any goodwill impairment charges in the fiscal year ended June 30, 2026 and 2025.

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

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

For the fiscal year ended June 30, 2023, the Company 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.

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

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

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 brand.

The backlog has a 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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During the Company's interim impairment evaluation of indefinite-lived intangibles, the Company recorded an impairment charge to trade names of $ 39,200 for the three months ended March 31, 2024 related to the Maverick Boat Group reporting unit.

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).

No other intangible asset impairment loss was recorded.

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

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

No other intangible asset

impairment loss was recorded.

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

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

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

Dealer Incentives

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Dealer rebate incentives 14,608 3,873 28,385

Additions for acquisitions 1,361 — —

Dealer rebates paid ( 9,212 ) ( 25,725 ) ( 14,618 )

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As a result of exchanges of LLC Units into Class A Common Stock and purchases by the Company of LLC Units from holders of LLC Units, the Company will become entitled to a proportionate share of the existing tax basis of the assets of the LLC at the time of such exchanges or purchases.

In addition, such exchanges or purchases of LLC Units are expected to result in increases in the tax basis of the assets of the LLC that otherwise would not have been available.

In addition, such exchanges or purchases of LLC Units are expected to result

in increases in the tax basis of the assets of the LLC that otherwise would not have been available.

These increases in tax basis may reduce the amount of tax that the Company would otherwise be required to pay in the future.

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For purposes of the tax receivable agreement, the benefit deemed realized by the Company 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 the Company not entered into the tax receivable agreement.

The timing and/or amount of aggregate payments due under the tax receivable agreement may vary based on a number of factors, including the amount and timing of the taxable income the Company generates in the future and the tax rate then applicable and amortizable basis.

The term of the tax receivable agreement will continue until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the tax receivable agreement for an amount based on the agreed payments remaining to be made under the agreement.

payment equal to the present value of all forecasted future payments that would have otherwise been made under the tax receivable agreement that would be based on certain assumptions, including a deemed exchange of all LLC Units and that the Company would have had sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the tax receivable agreement.

In certain mergers, asset sales or other forms of business combinations or other changes of control, the Company (or its successor) would owe to the pre-IPO owners of the LLC (or any permitted assignees) 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 that would be based on certain assumptions, including a deemed exchange of all LLC Units and that the Company would have had sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the tax receivable agreement.

Malibu Boats, Inc.

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income tax purposes and is separately subject to both federal and state taxation at a corporate level.

Saxdor files income tax returns in Finland and Poland.

The Company files various federal and state tax returns, including some returns that are consolidated with subsidiaries.

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The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained based upon the technical merits of the position.

For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the income tax benefit as the largest amount that it judges to have a greater than 50% likelihood of being realized.

For a tax position that meets the

more-likely-than-not recognition threshold, the Company initially and subsequently measures the income tax benefit as the largest amount that it judges to have a greater than 50% likelihood of being realized.

The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation.

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The Company has filed federal and state income tax returns that remain open to examination for fiscal years 2023 through 2025, while its subsidiaries, Malibu Boats Holdings, LLC and Malibu Boats Pty Ltd., remain open to examination for years 2022 through 2025.

Saxdor income tax returns remain open from 2020 through 2025.

The Company considers an issue to be resolved at the earlier of the issue being “effectively settled,” settlement of an examination, or the expiration of the statute of limitations.

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Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied;

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

this occurs when control of promised goods (boats, parts, or other) is transferred to the customer, which is upon shipment for all our brands, with the exception of Saxdor where control is transferred when the boat is delivered to the customer.

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

The Company generally manufactures products based on specific orders from dealers and often ships completed

products only after receiving credit approval from financial institutions.

The Company generally manufactures products based on specific orders from dealers and often ships completed products only after receiving credit approval from financial institutions.

The amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives and rebates it offers to its dealers and their customers.

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The usage of the Company's technology satisfies the performance obligation in the contract.

Beginning with the fiscal year ended June 30, 2026, and for all future periods, the Company will disclose revenue recognized by geography under the categories "United States" and "International." This represents a change from prior years in which such revenue was disclosed under the categories "North America" and "International." As a result, the Company has recast the prior period revenue by geography to conform to the current period presentation.

This reflects only a reclassification and did not impact total consolidated revenues, operating results, or cash flows for any period presented.

See Note 2 for more information.

Delivery Costs

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

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

Advertising Costs

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Fair Value of Financial Instruments

Financial instruments for which the Company did not elect the fair value option include accounts receivable, prepaid expenses and other current assets, credit facilities, accounts payable, accrued expenses and other current liabilities.

Financial instruments for which the Company did not elect the fair value option include accounts receivable, credit facilities, accounts payable, accrued expenses and other current liabilities.

The carrying amounts of these financial instruments approximate their fair values as a result of their short-term nature or variable interest rates.

Business Combinations

Business combinations are accounted for under the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recognized separately from goodwill at their respective acquisition-date fair values.

Such valuations require management to make significant estimates and assumptions, particularly with respect to intangible assets and contingent consideration.

During the measurement period, which may extend up to one year from the acquisition date, adjustments based on new information obtained about facts and circumstances that existed as of the acquisition date are recorded to the assets acquired and liabilities assumed, with a corresponding offset to goodwill.

Upon the conclusion of the measurement period, or upon the final determination of the fair values of assets acquired and liabilities assumed, whichever occurs first, any subsequent adjustments are recognized in the Consolidated Statements of Operations.

Results of operations and cash flows of acquired businesses are included in the Company's consolidated operating results from the date of acquisition.

Where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date.

This liability is remeasured at each reporting period, with changes in fair value recorded within other expense (income), net, in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Such changes may result from revisions to level 3 inputs such as, discount periods and rates, or changes in the timing and amount of earnings estimates, as well as the likelihood of achieving earnings-based milestones or other event-driven milestones.

The current portion of contingent consideration is recorded in accrued expenses, and the long-term portion is recorded in other long-term liabilities, in the Company's Consolidated Balance Sheets .

See Note 4 - Acquisition for further discussion.

Fair Value Measurements

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ASC Topic 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC Topic 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

Accordingly, inputs used in fair value measurements are prioritized within the following hierarchy:

Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Inputs other than quoted prices in active markets included in Level 1 that are observable, either directly or indirectly.

Unobservable inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability when little or no market data exists.

In addition to the financial assets and liabilities measured on a recurring basis, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable GAAP.

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Equity-Based Compensation

The Company expenses employee share-based awards under ASC Topic 718, Compensation—Stock Compensation , which requires compensation cost for the grant-date fair value of share-based awards to be recognized over the requisite service period.

Stock options granted to executives January 14, 2019 were valued using the Black-Scholes option pricing model.

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

The Company expenses within operating expenses of the consolidated statements of operations and comprehensive (loss) income, employee share-based awards under ASC Topic 718, Compensation—Stock Compensation , which requires compensation cost for the grant-date fair value of share-based awards to be recognized over the requisite service period.

Stock options granted to executives on January 14, 2019 were valued using the Black-Scholes option pricing model.

Stock awards granted on November 26, 2025, November 4, 2024, and November 6, 2023 based on total shareholder return were valued using

a Monte Carlo simulation.

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

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Foreign Currency Translation

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

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

The functional currency for the Company's consolidated foreign subsidiaries is generally the applicable local currency unless the foreign subsidiary's primary economic environment indicates a currency other than the local currency.

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

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

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

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

Comprehensive Income (Loss)

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

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

Comprehensive (Loss) Income

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

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

Recent Accounting Pronouncements

In November, 2023, the FASB issued Accounting Standards Update ("ASU") No.

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant expenses.

The updated standard is effective for annual periods beginning in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026.

Early adoption is permitted.

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

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

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

In December 2023, the FASB issued ASU No.

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Early adoption is permitted.

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

The Company adopted ASU 2023-09 in the fourth quarter of fiscal 2026.

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

See Note 14 - Income Taxes which includes the disclosures resulting from our adoption of this guidance.

In November 2024, the FASB issued ASU No.

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

The Company expects the standard to result in additional expense disaggregation disclosures but does not currently expect a material impact on its consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-10 "Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities" which establishes the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income.

The updated standard is effective for annual periods beginning after December 15, 2028 and interim periods within those annual reporting periods.

Early adoption is permitted.

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Fiscal Year Ended June 30, 2026

Malibu Saltwater Fishing Cobalt Consolidated

Malibu Saltwater Fishing Cobalt Saxdor Consolidated

Revenue by product:

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Revenue by geography:

North America $ 285,820 $ 265,250 $ 207,588 $ 758,658

US $ 262,534 $ 276,026 $ 213,423 $ 11,264 $ 763,247

International 50,373 7,980 19,951 73,039 151,343

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Revenue by geography:

North America $ 249,841 $ 314,014 $ 215,255 $ 779,110

US $ 268,095 $ 263,761 $ 199,581 $ 731,437

International 44,603 15,874 15,647 76,124

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Revenue by geography:

North America $ 582,092 $ 440,449 $ 292,335 $ 1,314,876

US $ 227,352 $ 308,307 $ 202,455 $ 738,114

International 51,779 19,235 19,907 90,921

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Royalty income is earned from license agreements with various boat manufacturers, including Nautique, Chaparral, MasterCraft, and Tige related to the use of the Company's intellectual property.

Customer Deposits

Consists of cash payments received from dealers prior to the transfer of control of a boat to the customer.

Customer deposits represent advance consideration received by the Company and are recognized as a liability until the related performance obligation is satisfied upon shipment or delivery of the boat to the dealer, at which point the deposit is recognized as revenue in accordance with the Company's revenue recognition policy.

The Company expects all $ 49.4 million of customer deposits to be recognized in revenue fiscal year 2027.

The following table provides information about customer deposits and the significant changes in the balances during the year ended June 30, 2026:

Fiscal Year Ended June 30,

2026 2025 2024

Beginning balance $ 3,508 $ 4,270 $ 4,054

Current year customer deposits 163,180 72,885 88,770

Additions for Saxdor acquisition 42,073 — —

Revenue recognized 159,319 73,647 88,554

Ending balance $ 49,442 $ 3,508 $ 4,270

Non-controlling Interest

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

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

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

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Balance of non-controlling interest as of June 30, 2024

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

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

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

Reallocation of non-controlling interest ( 699 )

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Allocation of income to non-controlling LLC Unit holders for period 54

Distributions paid and payable to non-controlling LLC Unit holders for period ( 264 )

Reallocation of non-controlling interest ( 184 )

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During the fiscal year ended June 30, 2026, the Company caused the LLC to issue a total of 241,899 LLC Units to the Company in connection with (i) the Company's issuance of Class A Common Stock to non-employee directors for their services, (ii) the issuance of Class A Common Stock for the vesting of awards granted under the Malibu Boats, Inc.

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

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

incentive plans, (iii) the issuance of restricted Class A Common Stock granted under the incentive plans, (iv) the issuance of Class A Common Stock to LLC Unit holders in exchange of their LLC Units and (v) the issuance of Class A Common Stock to non-employee directors upon conversion of their fully vested restricted stock units.

During fiscal year 2026, 4,931 LLC Units were canceled in connection with the vesting of share-based equity awards to satisfy employee tax withholding requirements, 58,278 LLC Units were canceled in connection with stock awards with a performance condition that was deemed to not be achieved and 16,744 LLC Units were canceled in connection with the forfeiture of stock awards.

In connection with the cancellation of LLC Units described above, an equivalent 79,953 treasury shares were retired in accordance with the LLC Agreement.

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

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

Also during fiscal year 2026, 1,243,996 LLC Units were redeemed and canceled by the LLC in connection with the purchase and retirement of 1,243,996 shares under the Company's 2026 Repurchase Programs.

During fiscal year 2026, the Company issued 1,523,794 LLC units in connection with the issuance of a similar number of Class A Common Stock shares for the acquisition of Saxdor.

Distributions and Other Payments to Non-controlling Unit Holders

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

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

As of June 30, 2026 and 2025 , the tax distributions payable to non-controlling LLC Unit holders wer e $ 60 and $ 0 , respectively.

During the fiscal years ended June 30, 2026, 2025, and 2024, tax distributions paid to the non-controlling LLC Unit holders were $ 204 , $ 0 , and $ 890 , respectively.

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

Saxdor Acquisition

On March 2, 2026, the Company completed the acquisition of 100 % of the equity interests of Saxdor, a privately held Finnish company that manufactures premium adventure dayboats.

Net assets and results of operations of Saxdor are included in

our results commencing on March 2, 2026, and are reported as a separate reportable segment.

The aggregate purchase price of approximately $ 203.9 million consisted of cash consideration, 1,523,794 shares of Class A Common Stock at $ 27.37 per share, and contingent considerations related to an earnout with an initial fair value of approximately $ 32.6 million estimated using a scenario based model as well as a Monte Carlo simulation model.

In addition, the purchase price included a net working capital adjustment and escrow receivable discussed further below.

The earnout was classified as a liability on our consolidated balance sheet.

The current portion of the earnout amount is included in accrued expenses and the remainder is included in other long-term liabilities.

The fair value of the earnout was estimated using significant unobservable inputs and is therefore classified as a Level 3 fair value measurement.

These inputs include the estimated amount of the revenue forecast, 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.

During the period, 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.

At the time of the acquisition, a portion of the cash consideration was deposited into an escrow account.

The total escrow amount of $ 5.9 million at the acquisition date was designated to settle the final consideration payable pursuant to the Purchase Agreement after all mutually agreed net working capital, closing indebtedness, and closing cash adjustments had been made.

During June 2026, the Company recognized an escrow receivable of $ 5.7 million, adjusted for currency translation, when the post-closing adjustments were finalized.

An additional $ 1.7 million related to the same post-closing adjustments was recorded 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.

Any currency translation gain or loss on the earnout or escrow receivable are recognized within other expense (income), net, in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Balance at acquisition date $ 32,599

Fair value change of earnout $ ( 1,597 )

Currency translation adjustment on earnout $ ( 1,113 )

Reduction due to contractual offset from finalized purchase price adjustment $ ( 1,709 )

Balance at June 30, 2026 $ 28,180

Saxdor met the definition of a business pursuant to ASC 805, Business Combinations, and the acquisition was accounted for as a business combination under the acquisition method of accounting.

The Company believes that the information available provides a reasonable basis for estimating fair values of the assets acquired and liabilities assumed.

However, the valuation of certain assets and liabilities is preliminary and subject to change as additional information becomes available and as further analyses are performed.

Accordingly, the preliminary purchase price allocation may be adjusted during the measurement period.

During the fourth quarter of fiscal 2026, the Company recorded measurement period adjustments that decreased the fair values of assets acquired and liabilities assumed by approximately $ 1.5 million and decreased total consideration transferred by approximately $ 7.6 million.

The Company expects to complete its valuation analyses and finalize the purchase price allocation

as soon as practicable, but no later than one year from the acquisition date, as required by ASC 805.

The measurement period is expected to conclude no later than March 2, 2027.

The following table summarizes the preliminary estimated fair values assigned to the assets acquired and liabilities assumed as of March 2, 2026 (as adjusted).

These preliminary fair values are based on internal Company and independent external third-party valuations and are subject to change as certain asset and liability valuations are finalized:

Recognized preliminary amounts of identifiable assets acquired and liabilities assumed, at fair value:

Cash and cash equivalents 11,277

Trade receivables 2,085

Inventories 59,777

Prepaid expenses and other current assets 7,107

Property, plant, and equipment 22,952

Intangible assets 142,918

Other assets 8,290

Total assets acquired 254,406

Accounts payable 26,681

Accrued expenses 45,883

Income taxes and tax distribution payable 50

Other liabilities 5,406

Total liabilities assumed 78,020

Net assets acquired 176,386

Goodwill 27,501

Total preliminary purchase price $ 203,887

The preliminary fair value estimates (as adjusted) for the Company's identifiable intangible assets acquired as part of the acquisition are as follows:

Preliminary Fair Value Estimated Useful Life (in years)

Definite-lived intangibles:

Dealer relationships 47,836 15

Backlog 8,268 0.92

Total definite-lived intangibles 56,104

Indefinite-lived intangible:

Trade name 86,814

Total identifiable intangible assets $ 142,918

The fair values of the dealer relationships and backlog were determined using the multi-period excess earnings method, and the fair value of the trade name was determined using the relief-from-royalty method.

The definite-lived intangible assets were recorded at fair value as of the acquisition date and are amortized using the straight-line method to general and administrative expenses over their estimated useful lives.

Indefinite-lived intangible assets are not amortized but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other.

The weighted average useful life of identifiable definite-lived intangible assets acquired was 12.93 years.

Goodwill of $ 27.5 million arising from the acquisition represents expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition, including Saxdor's assembled workforce.

The indefinite-lived intangible assets and goodwill acquired are expected to be deductible for income tax purposes.

Revenue and net loss of Saxdor included in the audited statement of operations and comprehensive (loss) income from the acquisition date through June 30, 2026, were $ 84.3 million and $ 2.0 million, respectively.

Acquisition-related costs of $ 14.8 million were incurred during the year ended June 30, 2026, and are included in general and administrative expenses in the audited consolidated statement of operations and comprehensive (loss) income for the fiscal year ended June 30, 2026.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma consolidated results of operations for the fiscal years ended June 30, 2026 and 2025, assumes that the acquisition of Saxdor occurred as of July 1, 2024.

The unaudited pro forma financial information combines historical results of Malibu and Saxdor, with adjustments for interest on debt financing, depreciation and amortization attributable to fair value estimates on acquired tangible and intangible assets for the respective periods.

The Company incurred approximately $ 14.8 million of acquisition-related expenses.

The Company recognized a nonrecurring pro forma adjustment to the year ended June 30, 2026 to remove the impact of the transaction costs from the historical balances, while recognizing the $ 14.8 million of acquisition-related expenses within the year ended June 30, 2025 to reflect the costs as if the acquisition was completed during the year ended June 30, 2025.

Additionally, the Company recognized a nonrecurring pro forma adjustment to pro forma earnings to amortize the fair value step up of Saxdor inventory acquired during the year ended June 30, 2025.

The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the business combination had taken place at such time.

Net Sales 1,051,264 962,480

Net income 18,652 2,470

Inventories, net

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Finished goods 40,834 20,184

Inventory subject to return 1

Total inventories $ 180,066 $ 142,163

(1) Represents accrual related to Tommy's Boats.

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

Prepaid Expenses and Other Current Assets

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Total prepaid expenses and other current assets $ 17,634 $ 14,634

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

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

1 Other receivables include an escrow receivable of $ 5.7 million, adjusted for currency translation, recognized in connection with the Company's acquisition of Saxdor.

This escrow receivable represents a portion of the cash consideration owed to the Company to settle final consideration payable under the Purchase Agreement after working capital, indebtedness, and closing cash adjustments.

See further discussion in Note 4 — Acquisition.

Property, Plant, and Equipment, net

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

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

Property, plant, and equipment acquired, other than through acquisitions, are stated at cost.

Major additions are capitalized;

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Depreciation on leasehold improvements is computed using the straight-line method based on the lesser of the remaining lease term or the estimated useful life and depreciation of equipment is computed using the straight-line method over the estimated useful life as follows:

Building 20 - 30

Leasehold improvements Shorter of useful life or lease term

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The Company accounts for the impairment and disposition of long-lived assets in accordance with ASC Topic 360, Property, Plant, and Equipment .

In accordance with ASC Topic 360, long-lived assets to be held are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable.

In accordance with ASC Topic 360, long-lived assets to be held and used are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable.

The Company periodically reviews for indicators and, if indicators are present, tests the carrying value of long-lived assets, assessing their net realizable values based on estimated undiscounted cash flows over their remaining estimated useful lives.

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

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

No impairment charges were recorded for the fiscal years ended June 30, 2026 and 2025 in the Company’s consolidated financial statements.

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Property, plant and equipment, net $ 249,663 $ 235,877

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

Included within the current asset section of our consolidated balance sheet at June 30, 2026 and 2025 is an amount classified as assets held for sale totaling $ 3.1 million.

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

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

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

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

Depreciation expense was $ 33,147 , $ 31,794 and $ 26,178 for the fiscal years ended June 30, 2026, 2025 and 2024, respectively, substantially all of which was recorded in cost of sales.

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The changes in the carrying amount of goodwill for the fiscal years ended June 30, 2026 and 2025 were as follows:

Malibu Saltwater Fishing Cobalt Consolidated

Malibu Saltwater Fishing Cobalt Saxdor Consolidated

Goodwill as of June 30, 2024 1

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

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

Effect of foreign currency changes on goodwill

( 109 ) — — — ( 109 )

Goodwill as of June 30, 2025

11,990 19,525 19,791 $ — 51,306

Addition related to the acquisition of Saxdor 2

— — — 27,501 27,501

Effect of foreign currency changes on goodwill

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$ 12,301 $ 19,525 $ 19,791 $ 27,072 $ 78,689

(1) Net of accumulated impairment losses of $ 49,189 in our Saltwater Fishing segment.

(2) Refer to Note 4 — Acquisition , for further details regarding the Saxdor acquisition.

The components of other intangible assets were as follows:

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Non-compete agreement — 46 10 0.0

Backlog 7,986 0.92 0.6

Total 188,694 134,442

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Trade names 202,050 118,200

Impairment charge ( 39,200 ) ( 39,200 )

Accumulated impairment ( 39,200 ) ( 39,200 )

Total other intangible assets $ 295,965 $ 168,634

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

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

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

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

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 in fiscal years 2026, 2025 and 2024.

For more information regarding the 2024 impairment related to the Maverick Boat Group reporting unit, refer to Note 1 of our consolidated financial statements included elsewhere in this report.

Amortization expense recognized on all amortizable intangibles was $ 10,805 , $ 6,799 and $ 6,811 for the fiscal years ended June 30, 2026, 2025 and 2024, respectively.

During the third quarter of fiscal year 2026, the Company completed the Saxdor acquisition which resulted in the recognition of $ 27,501 of Goodwill, $ 56,104 of amortizable intangible assets, and $ 86,814 of indefinite-lived intangible assets.

Refer to Note 4 — Acquisition , for further details regarding the Saxdor acquisition.

Estimated future amortization expenses as of June 30, 2026 are as follows:

Fiscal Year As of June 30, 2026

2027 $ 14,973

2032 and thereafter 78,851

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Accrued legal and professional fees 1

25,569 33,729

Customer deposits 49,442 3,508

Government grant 2

Current contingent consideration 3

Other accrued expenses 2,537 2,571

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

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

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

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

For more information, refer to Note 18 of our consolidated financial statements included elsewhere in this report.

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

2 Government grant includes approximately $ 4,089 related to an Economic Development Grant to be paid by the State of Tennessee in relation to the Company's 2023 purchase of a production facility in Roane County, Tennessee and the moving production of certain models of Cobalt boats from Kansas to Tennessee.

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

The accrued liability will be relieved as the Company satisfies headcount requirements.

3 Contingent consideration related to the Saxdor acquisition are 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, respectively, if certain requirements are met.

$ 4.1 million of the contingent consideration was recognized as a current liability given expected settlement within one year from the balance sheet date.

The remaining $ 24.1 million is recognized in other long term liabilities on our audited balance sheet for fiscal year end 2026.

See further details on the Saxdor acquisition at Note 4 — Acquisition .

Product Warranties

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Maverick, Pathfinder and Hewes brand boats have (1) a limited warranty for a period of up to five years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty of one year (excluding hull and deck structural components).

Cobia brand boats have (1) a limited warranty for a period of up to ten years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty of three years (excluding hull and deck structural components).

brand boats have (1) a limited warranty for a period of up to ten years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty of three years (excluding hull and deck structural components).

Saxdor brand boats have a limited warranty for a period of up to two years or three-hundred running hours, whichever comes first, for structural components.

For each boat brand, there are certain materials, components or parts of the boat that are not covered by the Company's warranty and certain components or parts that are separately warranted by the manufacturer or supplier (such as the engine).

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

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

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

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

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

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Warranty Expense 29,803 29,658 23,744

Additions for acquisition 2,305 — —

Warranty claims paid ( 31,839 ) ( 26,655 ) ( 27,486 )

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Long-Term Debt

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

The Credit Agreement increased the borrowing capacity of the revolving credit facility from $ 170,000 to $ 350,000 .

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

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

The Third A&R Credit Agreement increased the borrowing capacity of the revolving credit facility from $ 170,000 to $ 350,000 .

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

As of June 30, 2026, the Company had $ 165,000 outstanding under its revolving credit facility and $ 1,847 in outstanding letters of credit with $ 183,153 available for borrowing.

The revolving credit facility matures on July 8, 2027.

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

On March 2, 2026, the Company borrowed $ 140,000 from the revolving credit facility to partially fund the purchase price of the Saxdor acquisition.

The revolving credit facility had a maturity date of July 8, 2027.

Subsequent to June 30, 2026, the Company entered into a Fourth Amended and Restated Credit Agreement which extended the maturity of the revolving credit facility.

For additional information, see Note 21 .

The obligations of Boats LLC under the Third A&R Credit Agreement were guaranteed by the LLC, and, subject to certain

exceptions, the present and future domestic subsidiaries of Boats LLC, and all such obligations are secured by substantially all of the assets of the LLC, Boats LLC and such subsidiary guarantors.

Malibu Boats, Inc.

is not a party to the Credit Agreement.

Borrowings under the Credit Agreement bear interest at a rate equal to either, at the Company's option, (i) the highest of the prime rate, the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5 %, or one-month Term SOFR (as defined in the Credit Agreement) plus 1 % (the “Base Rate”) or (ii) SOFR (as defined in the Credit Agreement), 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.

was not a party to the Third A&R Credit Agreement.

Borrowings under the Third A&R Credit Agreement bear interest at a rate equal to either, at the Company's option, (i) the highest of the prime rate, the Federal Funds Rate (as defined in the Third A&R Credit Agreement) plus 0.5 %, or one-month Term SOFR (as defined in the Third A&R Credit Agreement) plus 1 % (the “Base Rate”) or (ii) SOFR (as defined in the Third A&R Credit Agreement), 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 is based upon the consolidated leverage ratio of the LLC and its subsidiaries.

As of June 30, 2025, the interest rate on the Company’s revolving credit facility was 7.75 %.

As of June 30, 2026, the weighted average interest rate on the Company’s revolving credit facility was 4.92 %.

Subsequent to June 30, 2026, the Company entered into a fourth amended and restated credit agreement as of July 10, 2026.

For additional information, see Note 21 .

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

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

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

The credit facility

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

The Third A&R 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 the filing, or commencement of, or any material development in any litigation.

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

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

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

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

The Credit Agreement also contains customary events of default.

If an event of default has occurred and continues beyond any applicable cure period, the administrative agent may (i) accelerate all outstanding obligations under the Credit Agreement or (ii) terminate the commitments, amongst other remedies.

Additionally, the lenders are not obligated to fund any new borrowing under the Credit Agreement while an event of default is continuing.

The Third A&R Credit Agreement also contains customary events of default.

If an event of default has occurred and continues beyond any applicable cure period, the administrative agent may (i) accelerate all outstanding obligations under the Third A&R Credit Agreement or (ii) terminate the commitments, amongst other remedies.

Additionally, the lenders are not obligated to fund any new borrowing under the Third A&R Credit Agreement while an event of default is continuing.

Covenant Compliance

As of June 30, 2025 and 2024, the Company was in compliance with the financial covenants contained in the Credit Agreement.

As of June 30, 2026 and 2025, the Company was in compliance with the financial covenants contained in the Third A&R Credit Agreement.

The Company leases certain manufacturing facilities, warehouses, office space, land, and equipment.

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The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes.

The Company's lease liabilities do not include future lease payments related to options to extend or terminate lease agreements as it is not reasonably certain those options will be exercised.

The Company's United States and Australia lease liabilities do not include future lease payments related to options to extend or terminate lease agreements as it is not reasonably certain those options will be exercised.

However, certain European production facility leases acquired through our purchase of Saxdor are set to expire within the next 1 - 2 years and the Company has determined that extension options on those facilities are reasonably certain to be exercised for one extension period of 1 - 3 years, depending on the facility.

Accordingly, the lease liabilities related to those production facilities include future lease payments related to options to extend the current lease agreements.

Other information concerning the Company's operating leases accounted for under ASC Topic 842, Leases is as follows:

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Classification 2026 2025

Right-of-use assets Other assets $ 6,551 $ 6,883

Right-of-use assets (1)

Other assets $ 11,696 $ 6,551

Current operating lease liabilities Accrued expenses $ 4,899 $ 2,408

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Total lease liabilities $ 11,751 $ 7,323

(1) Includes $ 7.8 million of right-of-use assets obtained in exchange for new operating lease obligations related to the acquisition of Saxdor.

Fiscal Year Ended June 30,

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The lease liability for operating leases that contain variable escalating rental payments with scheduled increases that are based on the lesser of a stated percentage increase or the cumulative increase in an index, are determined using the stated percentage increase.

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

The weighted average remaining lease term for the fiscal year ended June 30, 2026 and 2025 was 2.54 and 3.02 years, respectively.

As of June 30, 2026 and 2025, the weighted average discount rate determined based on the Company's incremental borrowing rate is 7.41 % and 4.64 %, respectively.

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Tax Receivable Agreement Liability

The Company has a Tax Receivable Agreement with the pre-IPO owners of the LLC that provides for the payment by the Company to the pre-IPO owners (or their permitted assignees) of 85 % of the amount of the benefits, if any, that the Company is deemed to realize as a result of (i) increases in tax basis and (ii) certain other tax benefits related to the Company entering into the Tax Receivable Agreement, including those attributable to payments under the Tax Receivable Agreement.

These contractual payment obligations are obligations of the Company and not of the LLC.

The Company's Tax Receivable Agreement liability was determined on an undiscounted basis in accordance with ASC 450, Contingencies , since the contractual payment obligations were deemed to be probable and reasonably estimable.

For purposes of the Tax Receivable Agreement, the benefit deemed realized by the Company is computed by comparing the actual income tax liability of the Company (calculated with certain assumptions) to the amount of such taxes that the Company 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 the Company not entered into the Tax Receivable Agreement.

The following table reflects the changes to the Company's Tax Receivable Agreement liability:

MBI and the LLC have a Tax Receivable Agreement with the pre-IPO owners of the LLC that provides for the payment by MBI to the pre-IPO owners (or their permitted assignees) of 85 % of the amount of the benefits, if any, that MBI is deemed to

realize as a result of (i) increases in tax basis and (ii) certain other tax benefits related to MBI entering into the Tax Receivable Agreement, including those attributable to payments under the Tax Receivable Agreement.

These contractual payment obligations are obligations of MBI and not of the LLC.

MBI's tax receivable agreement liability was determined on an undiscounted basis in accordance with ASC 450, Contingencies , since the contractual payment obligations were deemed to be probable and reasonably estimable.

For purposes of the Tax Receivable Agreement, the benefit deemed realized by MBI is computed by comparing the actual income tax liability of MBI (calculated with certain assumptions) to the amount of such taxes that MBI 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 MBI not entered into the Tax Receivable Agreement.

The following table reflects the changes to MBI's tax receivable agreement liability:

As of June 30,

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Ending balance $ 38,559 $ 40,162

The Tax Receivable Agreement further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, the Company (or its successor) would owe to the pre-IPO owners of the LLC 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 that would be based on certain assumptions, including a deemed exchange of LLC Units and that the Company would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the Tax Receivable Agreement.

The Company also is entitled to terminate the Tax Receivable

Agreement, which, if terminated, would obligate the Company to make early termination payments to the pre-IPO owners of the LLC.

In addition, a pre-IPO owner may elect to unilaterally terminate the Tax Receivable Agreement with respect to such pre-IPO owner, which would obligate the Company to pay to such existing owner certain payments for tax benefits received through the taxable year of the election.

When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from the Company’s increased tax basis as a result of exchanges of LLC Units by the pre-IPO owners of the LLC, the Company continuously monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company is subject to tax.

As of June 30, 2025 and 2024, the Company recorded deferred tax assets of $ 120,382 and $ 120,015 , respectively, associated with basis differences in assets upon acquiring an interest in the LLC and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended.

The Tax Receivable Agreement further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, MBI (or its successor) would owe to the pre-IPO owners of the LLC 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 that would be based on certain assumptions, including a deemed exchange of LLC Units and that MBI would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the Tax Receivable Agreement.

MBI also is entitled to terminate the Tax Receivable Agreement, which, if terminated, would obligate MBI to make early termination payments to the pre-IPO owners of the LLC.

In addition, a pre-IPO owner may elect to unilaterally terminate the Tax Receivable Agreement with respect to such pre-IPO owner, which would obligate MBI to pay to such existing owner certain payments for tax benefits received through the taxable year of the election.

When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from MBI’s increased tax basis as a result of exchanges of LLC Units by the pre-IPO owners of the LLC, MBI continuously monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which MBI is subject to tax.

As of June 30, 2026 and 2025, MBI recorded deferred tax assets of $ 119,724 and $ 120,382 , respectively, associated with basis differences in assets upon acquiring an interest in the LLC and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended.

These basis differences are included in the overall partnership basis differences disclosed in Note 14 .

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

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

Malibu Boats, Inc.

is taxed as a C corporation for U.S.

The aggregate tax receivable agreement liability represents 85 % of the tax benefits that MBI expects to receive in connection with the Section 754 election.

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.

MBI is taxed as a C corporation for U.S.

income tax purposes and is therefore subject to both federal and state taxation at a corporate level.

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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.

Income taxes are computed in accordance with ASC Topic 740, Income Taxes , and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts.

The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized.

To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made.

To the extent the Company determines that it will not realize

the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision for income taxes in the period in which this determination is made.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law.

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

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

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

14", commonly referred to as the One Big Beautiful Bill Act ("OB3").

OB3 contains a broad range of provisions affecting businesses, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, including provisions related to bonus depreciation and research and development expensing, as well as modifications to foreign derived intangible income and the restoration of other favorable tax provisions.

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

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

The effects of the new legislation are recognized upon enactment.

In accordance with OB3, the Company remeasured certain of its deferred tax assets for the twelve months ended June 30, 2026.

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

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2026 2025 2024

Income/(loss) from continuing operations before income tax expense/(benefit):

Domestic 7,186 18,280 ( 58,677 )

Foreign ( 4,739 ) 1,983 892

Total 2,447 20,263 ( 57,785 )

Current tax expense (benefit):

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

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

The sources and tax effects of the differences, presented for all comparative periods in accordance with ASU No.

2023-09, are as follows:

Fiscal Year Ended June 30,

2026 2025 2024

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

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

US federal statutory income tax rate 514 21.0 % 4,255 21.0 % ( 12,135 ) 21.0 %

Domestic federal:

Effect of changes in tax laws or rates enacted during current period 325 13.3 % — — % — — %

Research credits ( 1,094 ) ( 44.7 )% ( 456 ) ( 2.3 )% ( 695 ) 1.2 %

Nontaxable or nondeductible items

Impairment charges - Maverick — — % — — % 10,330 ( 17.9 )%

Permanent differences attributable to partnership investment 167 6.8 % 145 0.7 % 624 ( 1.1 )%

Certain federal tax code limitations 421 17.2 % 222 1.1 % ( 163 ) 0.3 %

Restricted stock shortfall (windfall) 1.3 0.6 ( 0.3 )

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

Impairment charges - Maverick — 17.9 —

Non-controlling interest ( 0.5 ) ( 0.2 ) ( 0.5 )

Other, net 1.7 ( 0.6 ) ( 0.1 )

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

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

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

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

Accordingly, the portion of the Company’s subsidiary earnings attributable to the non-controlling interest are subject to tax when reported as a component of the non-controlling interests’ taxable income.

Restricted Stock (Windfall)/Shortfall 379 15.5 % 255 1.3 % 337 ( 0.6 )%

Changes in prior year unrecognized tax benefits ( 268 ) ( 11.0 )% ( 134 ) ( 0.7 )% ( 52 ) 0.1 %

Other ( 92 ) ( 3.7 )% 18 0.1 % 370 ( 0.7 )%

Domestic state and local income taxes, net of federal effect(a) 269 11.0 % 492 2.4 % ( 91 ) 0.2 %

Finland ( 129 ) ( 5.3 )% — — % — — %

Poland 89 3.6 % — — % — — %

Australia 159 6.5 % 226 1.2 % 133 ( 0.2 )%

Total Foreign 119 4.8 % 226 1.2 % 133 ( 0.2 )%

Total income (benefit) tax on continuing operations $ 740 30.2 % $ 5,023 24.8 % $ ( 1,342 ) 2.3 %

(a) State taxes in Florida and Kansas made up the majority (greater than 50 percent) of the tax effect in this category

The table below summarizes income taxes paid (net of refunds) by significant jurisdiction:

As of Fiscal Year Ended June 30,

(in thousands) 2026 2025 2024

Cash paid for income taxes, net of refunds received:

US federal $ ( 369 ) $ 250 $ 305

US state and local

Alabama * ( 100 ) 259

California * ( 90 ) *

Florida ( 125 ) * 443

Kansas ( 176 ) ( 79 ) *

Maine ( 52 ) * *

Michigan ( 71 ) * *

Minnesota * ( 165 ) *

Tennessee ( 239 ) ( 715 ) *

Texas 78 67 220

Other 10 2 298

Total State ( 575 ) ( 1,080 ) 1,220

Finland 645 n/a n/a

Poland 584 n/a n/a

Australia 620 175 600

Total Foreign 1,849 175 600

Total $ 905 $ ( 655 ) $ 2,125

* The amount of income taxes paid, net of refunds received during the year does not meet the 5% disaggregation threshold.

The components of the Company's net deferred income tax assets and liabilities at June 30, 2026 and 2025 are as follows:

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Foreign tax credits 580 580

Federal NOL and Credits 18,942 19,335

National NOL and Credits 23,163 18,942

Other 418 774

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Fixed assets and intangibles 17,675 18,652

Other 2,572 28

Total deferred tax liabilities 20,247 18,680

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These net operating losses have a 15 year carryover and will expire, if unused, between 2030 and 2041.

This also includes a valuation allowance in the amount of $ 580 related to foreign tax credit carryforward that is not expected to be utilized in the future.

This also includes a valuation allowance in the amount of $ 580 related to foreign tax credit carryforward that is not expected to be utilized in the future, which will expire, if unused, in 2028.

Unrecognized tax benefits are discussed in the Company's accounting policy for income taxes (Refer to Note 1 on Income Taxes for more information).

The Company has filed federal and state income tax returns that remain open to examination for fiscal years 2023 through 2025, while its subsidiaries, the LLC and Malibu Boats Pty Ltd., remain open to examination for fiscal years 2022 through 2025.

Saxdor income tax returns remain open to examination for calendar years 2020 to 2025.

A reconciliation of changes in the amount of unrecognized tax benefits for the fiscal years ended June 30, 2026, 2025 and 2024 is as follows:

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In fiscal year 2026, the Company reduced its uncertain tax positions by $ 301 as a result of statute settlements, and recorded $ 142 in connection with its current year state filing positions.

As of June 30, 2025, it is reasonably possible that $ 301 of the total unrecognized tax benefits recorded will reverse within the next twelve months.

Of the total unrecognized tax benefits recorded on the consolidated balance sheets, $ 1,444 would impact the effective tax rate once settled.

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The Company is authorized to issue 150,000,000 shares of capital stock, consisting of 100,000,000 shares of Class A Common Stock, 25,000,000 shares of Class B Common Stock, and 25,000,000 shares of Preferred Stock, par value $ 0.01 per share.

In connection with the Company's acquisition of Saxdor, the Company issued 1,523,794 shares of Class A Common Stock as a part of the purchase price.

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

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

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

In addition, during fiscal year 2023 one non-controlling LLC Unit holder transferred LLC Units to two new entities (the “New LLC Members”) for no consideration, and the Company issued a total of two shares of Class B Common Stock to the New LLC Members for nominal consideration.

As of June 30, 2023, the Company had a total of 12 shares of its Class B Common Stock issued and outstanding.

During fiscal year 2024, four non-controlling LLC Unit holders exchanged LLC Units for the issuance of Class A Common Stock.

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

During fiscal year 2026, one non-controlling LLC Unit holder exchanged LLC Units for the issuance of Class A Common Stock.

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

As of June 30, 2026, the Company had a total of 12 shares of its Class B Common Stock issued and outstanding.

Stock Repurchase Program

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

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

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

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

On October 26, 2023, the Board of Directors of the Company authorized a stock repurchase program for the repurchase of up to $ 100.0 million of Class A Common Stock and LLC Units for the period from November 8, 2023 to November 8, 2024 (the "Fiscal 2024 Repurchase Program").

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

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

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

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

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

During fiscal year 2026, under the Fiscal 2026 Repurchase Program, the Company repurchased 1,243,996 shares of Class A Common Stock for $ 33,910 in cash including related fees and expenses.

The Fiscal 2026 Repurchase Program expired on June 30, 2026.

On June 23, 2026, our Board of Directors authorized a new stock repurchase program (the "Fiscal 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 Fiscal 2027 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.

Class A Common Stock and Class B Common Stock

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

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

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

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

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

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

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

Wilson’s resignation as Chief Financial Officer and Secretary was effective April 19, 2023, and Mr.

Wilson served in an advisory role through May 12, 2023.

In connection with Mr.

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

On February 7, 2025, Mr.

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

In connection with Mr.

Anderson’s retirement, Mr.

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

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

The grant date fair value of these awards was $ 4,149 based on a stock price of $ 74.25 per share on the date of grant.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The number of shares that would have ultimately been issued, if any, was to be based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2025.

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

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

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

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

The number of shares that will ultimately be issued, if any, is based on a total shareholder return ("TSR") computation that involves comparing the movement in the Company's stock price to movement in a market index from the grant date through November 3, 2025.

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

The number of shares that would have ultimately been issued, if any, was to be based on a total shareholder return ("TSR") computation that involves comparing the movement in the

Company's stock price to movement in a market index from the grant date through November 3, 2025.

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

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

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

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

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

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

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The maximum number of shares that can be issued if an elevated earnings target is met, adjusted to reflect the forfeiture of shares in connection with the resignation of the Company's former President, is approximately 26,000 .

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

These shares are not expected to vest based on the expectation that the related performance criteria will not be met.

The shares failed to vest due to fiscal year 2026 financial performance.

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

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

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

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

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

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

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

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

The two service-based stock awards include approximately 7,000 units that will vest over two years and approximately 6,000 units that will vest over four years .

granted two awards to Bruce Beckman, its then newly-appointed Chief Financial Officer.

The two service-based stock awards include approximately 7,000 units that vested over two years and approximately 6,000 units that were to vest over four years .

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

In connection with the resignation of this Chief Financial Officer on November 12, 2025 (discussed below), 3,065 unvested units were forfeited.

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

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

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

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

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

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

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

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

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

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

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

forfeited, terminated, canceled, or otherwise reacquired after the date of the 2024 Annual Meeting without having become vested.

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

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

The maximum number of shares that can be issued if an elevated earnings target is met, adjusted to reflect the forfeiture of shares in connection with the resignations of the Company's former President and Chief Financial Officer, is approximately 9,000 .

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

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The maximum number of shares that can be issued if an elevated TSR target is met, adjusted to reflect the forfeiture of shares in connection with the resignations of the Company's former President and Chief Financial Officer, is approximately 11,000 .

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

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

On February 7, 2025, Mr.

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

In connection with Mr.

Anderson’s retirement, Mr.

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

On November 12, 2025, Bruce Beckman notified the Company of his resignation from his position as Chief Financial Officer and from all other positions held with the Company and each of its subsidiaries.

Beckman's resignation as Chief Financial Officer was effective November 12, 2025, and Mr.

Beckman served in an advisory role through December 31, 2025.

In connection with Mr.

Beckman’s resignation, he forfeited 19,809 shares of the Company’s Class A Common Stock underlying unvested restricted stock awards and stock units previously granted to Mr.

On November 13, 2025, under the 2024 Plan, Malibu Boats, Inc.

granted an award to its newly-appointed Chief Financial Officer, David Black.

The service-based stock award included 3,929 units that will vest in equal installments over three years .

The grant date fair value of this award was $ 100 based on a stock price of $ 25.45 per share on the date of grant.

On November 21, 2025, under the 2024 Plan, Malibu Boats, Inc.

granted 118,024 restricted service-based stock units to employees.

The grant date fair value of these awards was $ 3,138 based on a stock price of $ 26.59 per share on the date of grant.

The awards vest ratably over three years .

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

On November 26, 2025, under the 2024 Plan, Malibu Boats, Inc.

granted 33,287 restricted service-based stock awards to its Chief Executive Officer, Steve Menneto.

The grant date fair value of these awards was $ 960 based on a stock price of $ 28.84 per share on the date of grant.

The awards vest ratably over four years .

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

On November 26, 2025, under the 2024 Plan, Malibu Boats, Inc.

granted to its Chief Executive Officer a target amount of approximately 25,000 restricted stock awards with a performance condition.

The number of shares that will ultimately be issued, if any, is based on the attainment of a specified amount of earnings during the fiscal year ending June 30, 2028.

The maximum number of shares that can be issued if an elevated earnings target is met is approximately 37,000 .

The grant date fair

value of the awards was estimated to be $ 720 , based on a stock price of $ 28.84 .

On November 26, 2025, under the 2024 Plan, Malibu Boats, Inc.

granted to its Chief Executive Officer a target amount of approximately 25,000 stock awards with a market condition.

The maximum number of shares that can be issued if an elevated TSR target is met is approximately 50,000 .

The grant date fair value of the awards was estimated to be $ 931 which is estimated using a Monte Carlo simulation.

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

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

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

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

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

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

For the fiscal year ended June 30, 2026, the Company issued 3,186 shares of Class A Common Stock and 27,834 restricted stock units with a weighted-average grant date fair value of $ 33.48 to its non-employee directors for their services as directors pursuant to the 2024 Plan.

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

their services as directors pursuant to the Incentive Plan or the 2024 Plan.

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

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

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As of June 30, 2026, the total unrecognized compensation cost related to nonvested, share-based compensation was $ 8,172 , which the Company expects to recognize over a weighted-average period of two years .

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

Stock compensation expense attributable to all of the Company's equity awards was $ 5,603 , $ 5,916 and $ 4,935 for fiscal years 2026, 2025 and 2024, respectively, is included in general and administrative expense in the Company's consolidated statements of operations and comprehensive (loss) income.

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

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

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

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

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

Stock awards with a market condition that are based on the performance of the Company's stock price in relation to a market index over a specified time period are only included in the computation of diluted earnings per share to the extent that

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

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

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

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Basic net income (loss) per share

$ 0.09 $ 0.76 $ ( 2.74 )

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

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Diluted net income (loss) per share

$ 0.09 $ 0.76 $ ( 2.74 )

1 The Company excluded 408,374 , 494,980 , and 612,277 potentially dilutive shares from the calculation of diluted net income (loss) per share for the fiscal year ended June 30, 2026, 2025, and 2024, respectively, as these units would have been antidilutive.

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

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

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

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

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

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

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

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

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

For fiscal year 2026, there were no repurchases of such inventory.

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

For fiscal year 2024, the Company repurchased 17 units from a lender of one of its former dealers.

The Company did not carry a reserve in fiscal year 2026 and 2025.

The Company has collateralized receivables financing arrangements with a third-party floor plan financing provider for European dealers.

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

Malibu Boats, LLC, f/k/a Malibu Boats, Inc.;

Malibu Boats,

LLC, f/k/a Malibu Boats, Inc.;

Malibu Boats West, Inc., et.

al., Superior Court of Rabun County, Georgia, Civil Action Case

al., Superior Court of Rabun County, Georgia, Civil Action Case No.

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

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

Pursuant to the Settlement Agreement, among other things, Malibu Boats, Inc., or Boats LLC, as the case may be, paid (or caused to be paid) to the Batchelder Plaintiffs and their agents a total of $ 100,000 .

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

As of June 30, 2025, the Company had received approximately $ 21,000 in insurance coverage proceeds, subject in certain cases to reservations of rights by the insurance carriers.

The Company contends that the insurance carriers are responsible for the entirety of the $ 100,000 settlement amount and related expenses, and therefore, the insurers’ payments to date are well below what they should have tendered to Boats LLC.

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

As of June 30, 2026, the Company had received approximately $ 21 million in insurance coverage proceeds, subject in certain cases to reservations of rights by the insurance carriers.

The Company contends that the insurance carriers are responsible for the entirety of the $ 100 million settlement amount and related expenses, and therefore, the insurers’ payments to date are well below what they should have tendered to Boats LLC.

Accordingly, on July 3, 2023, Boats LLC filed a complaint against Federal Insurance Company (a Chubb subsidiary) and Starr Indemnity & Liability Company alleging that the insurers unreasonably failed to comply with their obligations by refusing, negligently, and in bad faith, to settle covered claims within their available policy limits prior to trial.

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.

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

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.

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

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.

The Company intends to vigorously pursue its claims against the insurance carriers to recover the full $ 100 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.

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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.

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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, the Company moved to dismiss Mr.

Borisch’s complaint in its entirety.

That motion is fully submitted and pending.

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

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

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

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

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.

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

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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.

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

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

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.

Delaware Charter Lawsuit

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.

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.

Customer Class Action Lawsuit

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The Company intends to vigorously defend itself.

The Company is

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

Product Liability Lawsuit

Subsequent to our fiscal year ended June 30, 2026, on July 17, 2026, 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, filed a Complaint 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.

The Company maintains product liability insurance that is applicable to this case.

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

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

The Company has three reportable segments:

Effective March 31, 2026, the Company revised its segment reporting to account for its acquisition of Saxdor.

The Company previously had three reportable segments:

Malibu, Saltwater Fishing and Cobalt.

The Company now has four reportable segments, Malibu, Saltwater Fishing, Cobalt, and Saxdor.

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

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

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

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

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

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

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

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

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

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

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Fiscal Year Ended June 30, 2026

Malibu Saltwater Fishing Cobalt Total

Malibu Saltwater Fishing Cobalt Saxdor 4

Net sales $ 312,907 $ 284,006 $ 233,374 $ 84,303 $ 914,590

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Amortization 6,799

Goodwill and other intangible asset impairment 88,389

Abandonment of construction in process 8,735

Loss before income taxes $ ( 57,785 )

Income before income taxes $ 20,263

Fiscal Year Ended June 30, 2024

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Amortization 6,811

Income before income taxes $ 141,491

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

2 Other segment items include other income.

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

Goodwill and other intangible asset impairment 88,389

Abandonment of construction in process 8,735

Loss before income taxes $ ( 57,785 )

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

2 Other segment items includes other income (expense) including items such as sublease income and currency translation.

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

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

4 Saxdor was acquired on March 2, 2026.

Given the recent nature of the acquisition the Company has not yet allocated corporate costs to this segment.

Geographic Information

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

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

Tangible long-lived assets are shown based on the physical location of the assets and primarily include net property, plant and equipment.

The following table presents financial information by geographical region:

2026 2025 2024

Tangible Long-Lived Assets

US 226,476 90.7 % 235,457 99.8 % 244,056 99.8 %

International 23,187 9.3 % 420 0.2 % 545 0.2 %

Total $ 249,663 100 % $ 235,877 100 % $ 244,601 100 %

Subsequent Event

Debt Refinancing

On July 10, 2026, Malibu Boats, LLC, or the Borrower, entered into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), which amended and restated the Third A&R Credit Agreement, with a group of banks, including Truist Bank, who served as administrative agent and issuing bank.

The Credit Agreement provides Malibu Boats, LLC with a revolving credit facility in an aggregate principal amount of 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.

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 the Third A&R Credit Agreement.

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

The Company has evaluated subsequent events through the date of issuance of these financial statements to ensure that any subsequent events that met the criteria for recognition and disclosure in this Annual Report have been properly included.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data