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Item 9A. Controls and Procedures

2021-12-17 compared with 2020-12-03 · 205 added, 112 removed, 94 unchanged (77% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and

procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based on this evaluation, our Chief Executive

Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports 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 management, including the Chief Executive

Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded

that our disclosure controls and procedures were effective as of such date.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports 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 management, including the Chief Executive Officer and Chief Financial

Officer, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Attestation Report of the Registered Public Accounting Firm

This Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition

period established by the rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act.

T he Company’s management assessed the effectiveness of its internal control over financial reporting as of September 30, 2021.

In making this assessment, management used the criteria set forth by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on this assessment, management has concluded that, as of September 30, 2021, the Company’s internal control over

financial reporting was effective.

Management has excluded PartsVu from its assessment of internal control over financial reporting as of September 30, 2021 because this company was acquired on September 1, 2021 and there was not sufficient

time to assess the design and effectiveness of PartsVu’s key internal controls prior to the conclusion of management’s evaluation.

PartsVu was immaterial to the consolidated financial statements as of and for the year ended September 30,

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) during the three months ended September 30, 2020 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) during the three months ended September 30, 2021 that have materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their attestation report

appearing below, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2021.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

OneWater Marine Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of OneWater Marine Inc.

(a Delaware corporation), and subsidiaries (the “Company”) as

of September 30, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of

Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2021, based on criteria established in

the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated

financial statements of the Company as of and for the year ended September 30, 2021, and our report dated December 17, 2021 expressed an

unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control

over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk

that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

that our audit provides a reasonable basis for our opinion.

Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting

of PartsVu, a wholly- owned subsidiary, whose financial statements reflect total assets and revenues constituting less than one percent each of the related consolidated financial statement amounts as of and for the year ended September 30,

As indicated in Management’s Report, PartsVu was acquired on September 1, 2021.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Atlanta, Georgia

December 17, 2021

Other Information.

Directors, Executive Officers and Corporate Governance.

The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2021 Annual Meeting of Shareholders, which we intend to file

with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2022 Annual Meeting of Shareholders, which we intend to

file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Executive Compensation.

with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Certain Relationships and Related Transactions, and Director Independence.

with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Principal Accounting Fees and Services.

with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Exhibits, Financial Statement Schedules.

The following documents are filed as part of the report:

(a) The following documents are filed as part of the report:

(1) Financial Statements

3 unchanged sentences

All schedules have been omitted as they are either not required or not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.

See Item 15(b)

Master Reorganization Agreement, dated as of February 11, 2020, by and among One Water Marine Holdings, LLC, One Water Assets & Operations, LLC, OneWater Marine Inc.

and the other parties thereto (incorporated by reference to Exhibit

2.1 to the Registrant’s Current Report on Form 8-K, File No.

(3) See Item 15(b) (b) Exhibits:

Master Reorganization Agreement, dated as of February 11, 2020, by and among One Water Marine Holdings, LLC, One Water Assets & Operations, LLC,

OneWater Marine Inc.

and the other parties thereto (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

Equity Purchase Agreement, dated as of October 20, 2021, by and among One Water Assets & Operations, LLC, THMS Holdings, LLC, THMS, Inc.

Marine Supplies, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on October 22, 2021).

Amended and Restated Certificate of Incorporation of OneWater Marine Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on

Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

4 unchanged sentences

Registration Rights Agreement, dated as of February 11, 2020, by and among OneWater Marine Inc.

and the stockholders named therein (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No.

and the stockholders named therein (incorporated by

reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

2 unchanged sentences

001-39213, filed with the Commission on February 18, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Austin Singleton (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the

Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Anthony Aisquith (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the

Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Jack Ezzell (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission

on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Austin Singleton (incorporated by reference to Exhibit 10.1 to the

Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Anthony Aisquith (incorporated by reference to Exhibit 10.2 to the

Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Jack Ezzell (incorporated by reference to Exhibit 10.3 to the

Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Christopher W.

Bodine (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the

Commission on February 11, 2020).

Bodine (incorporated by reference to Exhibit 10.4

to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Jeffrey B.

Lamkin (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the

Commission on February 11, 2020).

Lamkin (incorporated by reference to Exhibit 10.5 to

the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Mitchell W.

Legler (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the

Commission on February 11, 2020).

Legler (incorporated by reference to Exhibit 10.6 to

the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and John F.

Schraudenbach (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the

Commission on February 11, 2020).

Schraudenbach (incorporated by reference to Exhibit 10.7

to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and Keith R.

Style (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the

Commission on February 11, 2020).

Style (incorporated by reference to Exhibit 10.8 to the

Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 11, 2020).

Indemnification Agreement, dated as of February 6, 2020, by and between the Company and John G.

Troiano (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the

Commission on February 11, 2020).

Troiano (incorporated by reference to Exhibit 10.9 to the

Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 11, 2020).

Tax Receivable Agreement, dated as of February 11, 2020, by and among OneWater Marine Inc.

and the TRA Holders and the Agents named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File

and the TRA Holders and the Agents named therein (incorporated

by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

Fourth Amended and Restated Limited Liability Company Agreement of One Water Marine Holdings, LLC, dated as of February 11, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No.

Fourth Amended and Restated Limited Liability Company Agreement of One Water Marine Holdings, LLC, dated as of February 11, 2020 (incorporated by

reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

Waiver Agreement, dated September 14, 2020, by and among OneWater Marine Inc., Special Situations Investing Group II, LLC, and the other parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.46 to the

Registrant’s Registration Statement on Form S-1, File No.

333-248774, filed with the Commission on September 14, 2020).

Sixth Amended and Restated Inventory Financing Agreement, dated as of February 11, 2020, by and among the Company, certain of its subsidiaries, the lenders party thereto from time to time and Wells Fargo Commercial Distribution Finance,

LLC, in its individual capacity and as agent for the lenders and for itself (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, File No.

Sixth Amended and Restated Inventory Financing Agreement, dated as of February 11, 2020, by and among the Company, certain of its subsidiaries, the

lenders party thereto from time to time and Wells Fargo Commercial Distribution Finance, LLC, in its individual capacity and as agent for the lenders and for itself (incorporated by reference to Exhibit 10.4 to the Registrant’s

Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

1 unchanged sentence

Singleton, Jr.

(incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed

with the Commission on February 18, 2020).

Employment Agreement, dated as of February 11, 2020, between One Water Marine Holdings, LLC and Anthony Aisquith (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with

the Commission on February 18, 2020).

Employment Agreement, dated as of February 11, 2020, between One Water Marine Holdings, LLC and Jack Ezzell (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the

Commission on February 18, 2020).

Third Amended and Restated Guaranty, dated June 14, 2018, entered into by Anthony Aisquith, for the benefit of Wells Fargo Commercial Distribution Finance, LLC, as Agent to the Inventory Financing Facility (incorporated by reference to

Exhibit 10.11 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

(incorporated by reference to

Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

Employment Agreement, dated as of February 11, 2020, between One Water Marine Holdings, LLC and Anthony Aisquith (incorporated by reference to Exhibit

10.7 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

Employment Agreement, dated as of February 11, 2020, between One Water Marine Holdings, LLC and Jack Ezzell (incorporated by reference to Exhibit 10.8 to

the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

Third Amended and Restated Guaranty, dated June 14, 2018, entered into by Anthony Aisquith, for the benefit of Wells Fargo Commercial Distribution

Finance, LLC, as Agent to the Inventory Financing Facility (incorporated by reference to Exhibit 10.11 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally filed with the Commission

on July 12, 2019).

Third Amended and Restated Guaranty, dated June 14, 2018, entered into by Philip Austin Singleton, Jr., for the benefit of Wells Fargo Commercial

Distribution Finance, LLC, as Agent to the Inventory Financing Facility (incorporated by reference to Exhibit 10.12 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally filed with

the Commission on July 12, 2019).

Non-Competition and Non-Solicitation Agreement, dated as of October 28, 2016, by and among Anthony Aisquith, One Water Marine Holdings, LLC, One Water

Assets & Operations, LLC, Goldman, Sachs & Co.

and OWM BIP Investor, LLC (incorporated by reference to Exhibit 10.13 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally

filed with the Commission on July 12, 2019).

Non-Competition and Non-Solicitation Agreement, dated as of October 28, 2016, by and among Philip Austin Singleton, Jr., One Water Marine Holdings, LLC,

One Water Assets & Operations, LLC, Goldman, Sachs & Co.

and OWM BIP Investor, LLC (incorporated by reference to Exhibit 10.14 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

originally filed with the Commission on July 12, 2019).

Third Amended and Restated Guaranty, dated June 14, 2018, entered into by Philip Austin Singleton, Jr., for the benefit of Wells Fargo Commercial Distribution Finance, LLC, as Agent to the Inventory Financing Facility (incorporated by

Consignment Agreement, dated as of June 1, 2019, by and between Bosuns Assets & Operations LLC and Global Marine Finance, LLC (incorporated by

reference to Exhibit 10.15 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally filed with the Commission on July 12, 2019).

Non-Competition and Non-Solicitation Agreement, dated as of October 28, 2016, by and among Anthony Aisquith, One Water Marine Holdings, LLC, One Water Assets & Operations, LLC, Goldman, Sachs & Co.

and OWM BIP Investor, LLC

(incorporated by reference to Exhibit 10.13 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally filed with the Commission on July 12, 2019).

Non-Competition and Non-Solicitation Agreement, dated as of October 28, 2016, by and among Philip Austin Singleton, Jr., One Water Marine Holdings, LLC, One Water Assets & Operations, LLC, Goldman, Sachs & Co.

Investor, LLC (incorporated by reference to Exhibit 10.14 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally filed with the Commission on July 12, 2019).

Consignment Agreement, dated as of June 1, 2019, by and between Bosuns Assets & Operations LLC and Global Marine Finance, LLC (incorporated by reference to Exhibit 10.15 to the amendment to the Registrant’s Form S-1 Registration

Statement (File No.

333-232639), originally filed with the Commission on July 12, 2019).

Consignment Agreement, dated as of June 1, 2019, by and between Midwest Assets & Operations LLC and Global Marine Finance, LLC (incorporated by reference to Exhibit 10.16 to the amendment to the Registrant’s Form S-1 Registration

Statement (File No.

Consignment Agreement, dated as of June 1, 2019, by and between Midwest Assets & Operations LLC and Global Marine Finance, LLC (incorporated by

reference to Exhibit 10.16 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally filed with the Commission on July 12, 2019).

Consignment Agreement, dated as of June 1, 2019, by and between Legendary Assets & Operations LLC and Global Marine Finance, LLC (incorporated by reference to Exhibit 10.17 to the amendment to the Registrant’s Form S-1 Registration

Statement (File No.

Consignment Agreement, dated as of June 1, 2019, by and between Legendary Assets & Operations LLC and Global Marine Finance, LLC (incorporated by

reference to Exhibit 10.17 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally filed with the Commission on July 12, 2019).

Consignment Agreement, dated as of June 1, 2019, by and between Singleton Assets & Operations LLC and Global Marine Finance, LLC (incorporated by reference to Exhibit 10.18 to the amendment to the Registrant’s Form S-1 Registration

Statement (File No.

Consignment Agreement, dated as of June 1, 2019, by and between Singleton Assets & Operations LLC and Global Marine Finance, LLC (incorporated by

reference to Exhibit 10.18 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally filed with the Commission on July 12, 2019).

Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.19 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

333-232639), originally filed with the Commission on

July 12, 2019).

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.20 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.19 to the amendment to the Registrant’s Form S-1

Registration Statement (File No.

333-232639), originally filed with the Commission on July 12, 2019).

Fifth Amended and Restated Inventory Financing Agreement, dated as of November 26, 2019, by and among Wells Fargo Commercial Distribution Finance, LLC as Agent to the Lenders party thereto from time to time, certain subsidiaries of One

Water Marine Holdings, LLC thereto, and the lenders thereto (incorporated by reference to Exhibit 10.22 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.20 to the amendment to the Registrant’s Form S-1 Registration Statement

333-232639), originally filed with the Commission on July 12, 2019).

Credit Agreement, dated as of July 22, 2020, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc., the other Guarantors from time to time party thereto, the Lenders from time to time

party thereto, Truist Bank, SunTrust Robinson Humphrey, Inc.

and Synovus Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No.

Credit Agreement, dated as of July 22, 2020, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc.,

the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, Truist Bank, SunTrust Robinson Humphrey, Inc.

and Synovus Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current

Report on Form 8-K, File No.

001-39213, filed with the Commission on July 24, 2020).

First Amendment to Sixth Amended and Restated Inventory Financing Agreement, dated as of July 22, 2020, between Wells Fargo Commercial Distribution Finance, LLC as Agent for the several financial institutions that may from time to time

become party thereto and Dealers that may from time to time become party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No.

Incremental Amendment No.

1, dated February 2, 2021, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine

Inc., each of the other Guarantors from time to time party thereto, the Lenders party thereto and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File

001-39213, filed with the Commission on February 4, 2021).

Incremental Amendment No.

2, dated as of November 30, 2021, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater

Marine Inc., each of the other Guarantors from time to time party thereto, the Lenders party thereto and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K,

001-39213, filed with the Commission on December 2, 2021).

First Amendment to Sixth Amended and Restated Inventory Financing Agreement, dated as of July 22, 2020, between Wells Fargo Commercial Distribution

Finance, LLC as Agent for the several financial institutions that may from time to time become party thereto and Dealers that may from time to time become party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s

Current Report on Form 8-K, File No.

001-39213, filed with the Commission on July 24, 2020).

Second Amendment to Sixth Amended and Restated Inventory Financing Agreement, dated as of December 10, 2020, between Wells Fargo Commercial Distribution

Form 10-Q, File No.

001-39213, filed with the Commission on February 11, 2021).

Third Amendment to Sixth Amended and Restated Inventory Financing Agreement, dated as of September 23, 2021, between Wells Fargo Commercial Distribution

Current Report on Form 8-K, File No.

001-39213, filed with the Commission on September 24, 2021).

Fourth Amendment to Sixth Amended and Restated Inventory Financing Agreement, dated as of October 29, 2021, between Wells Fargo Commercial Distribution

Current Report on Form 8-K, File No.

001-39213, filed with the Commission on November 2, 2021).

Fifth Amendment to Sixth Amended and Restated Inventory Financing Agreement and Consent Agreement, dated as of December 1, 2021, between Wells Fargo

Commercial Distribution Finance, LLC as Agent for the several financial institutions that may from time to time become party thereto and Dealers that may from time to time become party thereto (incorporated by reference to Exhibit

10.1 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on December 7, 2021).

OneWater Marine Inc.

2021 Employee Stock Purchase Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement, File No.

filed with the U.S.

Securities and Exchange Commission on January 13, 2021).

Waiver Letter to the IFA, dated June 16, 2021, from Wells Fargo Commercial Distribution Finance, LLC, as Agent (incorporated by reference to Exhibit 10.1

to the Registrant’s Quarterly Report on Form 10-Q, File No.

001-39213, filed with the Commission on August 12, 2021).

List of subsidiaries of OneWater Marine Inc.

4 unchanged sentences

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

XBRL Instance Document.

XBRL Schema Document.

XBRL Calculation Linkbase Document.

XBRL Definition Linkbase Document.

XBRL Labels Linkbase Document.

XBRL Presentation Linkbase Document.

Inline XBRL Instance Document.

Inline XBRL Schema Document.

Inline XBRL Calculation Linkbase Document.

Inline XBRL Definition Linkbase Document.

Inline XBRL Labels Linkbase Document.

Inline XBRL Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

3 unchanged sentences

Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on

Form 10-K Summary

5 unchanged sentences

Founder and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

/s/ Philip Austin Singleton, Jr.

6 unchanged sentences

December 17, 2021

(Principal Financial Officer and Principal

Accounting Officer)

(Principal Financial Officer and Principal Accounting Officer)

/s/ Anthony Aisquith

17 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures