What changed in this filing

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Item 9A. Controls and Procedures

2026-08-27 compared with 2025-08-28 · 30 added, 26 removed, 113 unchanged (33% of the section changed)

3 unchanged sentences

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this Form 10-K Annual Report, we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures.

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures.

Based upon this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2026.

Report of Management on Internal Control Over Financial Reporting

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Company included a report of management's assessment of the effectiveness of its internal control over financial reporting as part of this Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we included a report of management's assessment of the effectiveness of its internal control over financial reporting as part of this Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

Management's report is included in the Company's 2026 Financial Statements under the captions entitled “ Report of Management on Internal Control Over Financial Reporting ” and is incorporated herein by reference.

2 unchanged sentences

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fourth quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On March 2, 2026, we acquired Saxdor.

Prior to the acquisition, Saxdor was a privately held company and was not subject to the rules and regulations of the SEC.

We are in the process of analyzing and evaluating the internal control environment as it relates to the integration of Saxdor, which may result in additions or changes to our internal control over financial reporting.

We have excluded Saxdor’s operations from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the year ended June 30, 2026 in accordance with Securities and Exchange Commission guidance.

Saxdor represented approximately 28.0% of consolidated total assets and 9.2% of consolidated revenues as of and for the year ended June 30, 2026.

Other than our integration of Saxdor, there have been no changes in our internal control over financial reporting during the fourth quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The Company has adopted a Code of Business Conduct applicable to our employees, directors, and officers and a Code of Ethics.

This Code of Ethics is applicable to our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.

The codes are available on the Company’s website at www.malibuboatsinc.com .

The Company has adopted a Code of Conduct applicable to our employees, directors, and officers.

Our Code of Conduct is available on the Company’s website at www.malibuboatsinc.com .

To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to certain provisions of the codes or waivers of such provisions granted to executive officers and directors on our website at www.malibuboatsinc.com .

10 unchanged sentences

Principal Accountant Fees and Services

Our independent registered public accounting firm is KPMG LLP , Nash ville, TN , Auditor Firm ID:

Our independent registered public accounting firm is KPMG LLP , Nashville, TN , PCAOB Firm ID:

The information required by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.

3 unchanged sentences

The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:

• Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended June 30, 2025, 2024, and 2023.

• 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.

9 unchanged sentences

Exhibit Filing Date

Securities Purchase Agreement dated March 2, 2026 8-K 001-36290 2.1 March 2, 2026

Certificate of Incorporation of Malibu Boats, Inc.

S-1 333-192862 3.1 January 8, 2014

Bylaws of Malibu Boats, Inc.

10-Q 001-36290 3.2 February 7, 2023

Second Amended and Restated Bylaws of Malibu Boats, Inc.

8-K 001-36290 3.1 October 28, 2024

Certificate of Formation of Malibu Boats Holdings, LLC S-1 333-192862 3.3 January 8, 2014

2 unchanged sentences

Second Amendment, dated as of June 27, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 8-K 001-36290 3.1 June 27, 2014

Description of Class A Common Stock

Description of Class A Common Stock 10-K 001-36290 4.1 August 28, 2025

Form of Class A Common Stock Certificate S-1 333-192862 4.1 January 8, 2014

5 unchanged sentences

Tax Receivable Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Malibu Boats Holdings, LLC and the Other Members of Malibu Boats Holdings, LLC 8-K 001-36290 10.4 February 6, 2014

Third Amended and Restated Credit Agreement, dated July 8, 2022, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other guarantors party thereto, the lenders party thereto, and Truist Bank, as administrative agent, as issuing bank and as swingline lender 8-K 001-36290 10.1 July 12, 2022

Third Amended and Restated Security Agreement, dated July 8, 2022, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other debtors party thereto, and Truist Bank, as administrative agent

8-K 001-36290 10.2 July 12, 2022

Employment Agreement by and between Malibu Boats, Inc.

and Ritchie Anderson, dated February 5, 2014 8-K 001-36290 10.7 February 6, 2014

2014 Long-Term Incentive Plan S-1 333-192862 10.15 January 8, 2014

10 unchanged sentences

Form of Time and Performance Based Restricted Stock Award Agreement (executive) 10-Q 001-36290 10.1 February 6, 2020

Employment Agreement by and between Bruce Beckman and Malibu Boats, Inc., dated November 7, 2023 8-K 001-36290 10.3 November 8, 2023

Employment Agreement by and between Malibu Boats, Inc.

2 unchanged sentences

2024 Performance Incentive Plan 8-K 001-36290 10.1 October 28, 2024

Transition and Release Agreement, dated as of November 22, 2024, between Malibu Boats, Inc.

and Richie Anderson 8-K 001-36290 10.1 November 29, 2024

Employment Agreement, dated as of November 13, 2025, between Malibu Boats, Inc.

and David Black 8-K 001-36290 10.2 November 13, 2025

Fourth Amended and Restated Credit Agreement, dated July 10, 2026, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other

guarantors party thereto, the lenders party thereto, and Truist Bank, as administrative agent, as issuing bank and as swingline lender 8-K 001-36290 10.1 July 13, 2026

Fourth Amended and Restated Security Agreement, dated July 10, 2026, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other debtors party thereto, and Truist Bank, as administrative agent 8-K 001-36290 10.2 July 13, 2026

Malibu Boats Inc.

Insider Trading Policy

Insider Trading Policy 10-K 001-36290 19.1 August 28, 2025

Subsidiaries of Malibu Boats, Inc.

4 unchanged sentences

pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer of Malibu Boats, Inc.

Certification of the Chief Executive Officer and Chief Financial Officer of Malibu Boats, Inc.

pursuant to 18 U.S.C.

1 unchanged sentence

Malibu Boats Inc.

Clawback Policy

Clawback Policy 10-K 001-36290 97.1 August 28,2025

101 The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026 were formatted in Inline XBRL:

(i) Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

(i) Consolidated Statements of Operations and Comprehensive (Loss) Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, formatted in Inline XBRL (Included as Exhibit 101).

1 unchanged sentence

++ Filed herewith

# The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Malibu Boats, Inc.

under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.

Form 10-K Summary

4 unchanged sentences

(Principal Executive Officer)

August 28, 2025 /s/ Bruce W.

August 27, 2026 /s/ David S.

Chief Financial Officer

6 unchanged sentences

(Principal Executive Officer)

Beckman August 28, 2025

Black August 27, 2026

Chief Financial Officer

11 unchanged sentences

Murphy August 27, 2026

Stokely August 28, 2025

Taylor August 27, 2026

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 9A. Controls and Procedures