Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. 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 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, 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.
Report of Independent Registered Public Accounting Firm
KPMG LLP, the independent registered public accounting firm that audited the fiscal year 2026 consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of June 30, 2026, which is included herein.
Changes in 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.
Item 9B. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III.
Item 10. Directors, Executive Officers and Corporate Governance
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 .
Insider Trading Arrangements and Policies.
The Company has an insider trading policy and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.
The remaining information required by this Item 10 will be included in the Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item 11 will be included in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 will be included in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 will be included in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Our independent registered public accounting firm is KPMG LLP , Nashville, TN , PCAOB Firm ID: 185 .
The information required by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.
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PART IV.
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
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 (Loss) Income for the fiscal years ended June 30, 2026, 2025, and 2024.
• Consolidated Balance Sheets as of June 30, 2026 and 2025.
• Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2026, 2025, and 2024.
• Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2026, 2025, and 2024.
• Notes to Consolidated Financial Statements.
• Reports of Independent Registered Public Accounting Firm.
2. Financial Statement Schedules
Separate financial statement schedules have been omitted because such information is inapplicable or is included in the financial statements or notes described above.
3. Exhibits
The exhibits filed as part of this Annual Report are listed in the exhibit index immediately preceding such exhibits, which exhibit index is incorporated herein by reference.
Incorporated by Reference
Exhibit No. Description Form File No. Exhibit Filing Date
2.1
Securities Purchase Agreement dated March 2, 2026 8-K 001-36290 2.1 March 2, 2026
3.1
Certificate of Incorporation of Malibu Boats, Inc. S-1 333-192862 3.1 January 8, 2014
3.2
Second Amended and Restated Bylaws of Malibu Boats, Inc. 8-K 001-36290 3.1 October 28, 2024
3.3
Certificate of Formation of Malibu Boats Holdings, LLC S-1 333-192862 3.3 January 8, 2014
3.4
First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC, dated as of February 5, 2014 8-K 001-36290 10.1 February 6, 2014
3.4.1
First Amendment, dated as of February 5, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC 10-Q/A 001-36290 3.5 May 13, 2014
3.4.2
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
4.1
Description of Class A Common Stock 10-K 001-36290 4.1 August 28, 2025
4.2
Form of Class A Common Stock Certificate S-1 333-192862 4.1 January 8, 2014
4.3
Form of Class B Common Stock Certificate S-1 333-192862 4.2 January 8, 2014
4.4
Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and Affiliates of Black Canyon Capital LLC and Horizon Holdings, LLC 8-K 001-36290 10.2 February 6, 2014
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4.5
Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and the Members of Malibu Boats Holdings, LLC 8-K 001-36290 10.3 February 6, 2014
4.6
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
10.1*
2014 Long-Term Incentive Plan S-1 333-192862 10.15 January 8, 2014
10.2*
Amendment Number One, dated as of June 24, 2014, to the Long Term Incentive Plan 8-K 001-36290 10.2 June 27, 2014
10.3*
Form of Stock Option Agreement for Long-Term Incentive Plan 10-K 001-36290 10.12 September 8, 2017
10.4*
Form of Restricted Stock Agreement for Long-Term Incentive Plan
10-K 001-36290 10.13 September 8, 2017
10.5*
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (executive)
10-K 001-36290 10.14 September 8, 2017
10.6*
Form of Restricted Stock Unit Award Agreement for Long-Term Incentive Plan (non-executive)
10-K 001-36290 10.15 September 8, 2017
10.7*
Form of Indemnification Agreement S-1 333-192862 10.19 December 13, 2013
10.8*
Director Compensation Policy 10-K 001-36290 10.14 August 25, 2022
10.9*
Form of Time and Performance Based Restricted Stock Award Agreement (executive) 10-Q 001-36290 10.1 February 6, 2020
10.10*
Employment Agreement by and between Malibu Boats, Inc. and Steven Menneto, dated July 18, 2024 8-K 001-36290 10.1 July 22, 2024
10.11*
Malibu Boats, Inc. 2024 Performance Incentive Plan 8-K 001-36290 10.1 October 28, 2024
10.12*
Employment Agreement, dated as of November 13, 2025, between Malibu Boats, Inc. and David Black 8-K 001-36290 10.2 November 13, 2025
10.13
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
10.14
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
19.1
Malibu Boats Inc. Insider Trading Policy 10-K 001-36290 19.1 August 28, 2025
21.1++
Subsidiaries of Malibu Boats, Inc.
23.1++
Consent of KPMG LLP, independent registered public accounting firm for Malibu Boats, Inc.
31.1++
Certificate of the Chief Executive Officer of Malibu Boats, Inc. 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
31.2++
Certificate of the Chief Financial Officer of Malibu Boats, Inc. 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
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32.1#
Certification of the Chief Executive Officer and Chief Financial Officer of Malibu Boats, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Malibu Boats Inc. 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 (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).
* Management contract or compensatory plan or arrangement.
++ 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.
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Item 16. Form 10-K Summary
None.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MALIBU BOATS, INC.
August 27, 2026 /s/ Steven D. Menneto
Steven D. Menneto
President and Chief Executive Officer
(Principal Executive Officer)
August 27, 2026 /s/ David S. Black
David S. Black
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
125
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Steven D. Menneto August 27, 2026
Steven D. Menneto
President, Chief Executive Officer, and Director
(Principal Executive Officer)
/s/ David S. Black August 27, 2026
David S. Black
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
/s/ Michael K. Hooks August 27, 2026
Michael K. Hooks
Chairman of the Board and Director
/s/ James R. Buch August 27, 2026
James R. Buch
Director
/s/ Ivar S. Chhina August 27, 2026
Ivar S. Chhina
Director
/s/ Michael J. Connolly August 27, 2026
Michael J. Connolly
Director
/s/ Melanie K. Cook August 27, 2026
Melanie K. Cook
Director
/s/ Mark W. Lanigan August 27, 2026
Mark W. Lanigan
Director
/s/ Peter E. Murphy August 27, 2026
Peter E. Murphy
Director
/s/ Nancy M. Taylor August 27, 2026
Nancy M. Taylor
Director