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Item 5. Market for Registrant’s Common Equity

2022-12-15 compared with 2021-12-17 · 46 added, 30 removed, 16 unchanged (83% of the section changed)

1 unchanged sentence

Market Information

Our Class A common stock is traded on Nasdaq under the symbol “ONEW.” As of December 3, 2021, there were 13,463,124 shares of Class A common stock and 1,819,112 shares of Class B common stock outstanding.

There is no market for our Class B common stock.

Our Class A common stock is traded on Nasdaq under the symbol “ONEW.” As of November 28, 2022, there were 14,295,044 shares of Class A common stock and 1,429,940 shares of Class B common stock outstanding.

market for our Class B common stock.

Each share of Class B common stock has no economic rights but entitles its holders to one vote on all matters to be voted on by the shareholders generally.

Holders of Record

As of December 3, 2021, there were 10 and 8 stockholders of record of our Class A common stock and Class B common stock, respectively.

In the case of our Class A common stock, the actual number of holders is

greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.

The number of holders of record of Class A common stock also

does not include stockholders whose shares may be held in trust by other entities.

As of November 28, 2022 there were 12 and 4 stockholders of record of our Class A common stock and Class B common stock, respectively.

In the case of our Class A common stock, the actual number of holders is greater

than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees.

The number of holders of record of Class A common stock also does not include

stockholders whose shares may be held in trust by other entities.

Performance Graph

The following graph illustrates a comparison of the total cumulative stockholder return for our Class A common stock since February 7, 2020, which is the date

our shares began trading, through September 30, 2021, to two indices:

The following graph illustrates a comparison of the total cumulative stockholder return for our Class A common stock since February 7, 2020, which is the date our shares

began trading, through September 30, 2022, to two indices:

the Russell 2000 Index and the Nasdaq Retail Trade Index.

The graph assumes an initial investment of $100 on February 7, 2020, in our Class A common stock, the stocks

comprising the Russell 2000 Index, and the stocks comprising the Nasdaq Retail Trade Index.

The calculations of cumulative shareholder return on our Class A common stock, the Russell 2000 Index and the Nasdaq Retail Trade Index include

reinvestment of dividends.

The graph assumes an initial investment of $100 on February 7, 2020, in our Class A common stock, the stocks comprising the

Russell 2000 Index, and the stocks comprising the Nasdaq Retail Trade Index.

The calculations of cumulative shareholder return on our Class A common stock, the Russell 2000 Index and the Nasdaq Retail Trade Index include reinvestment of

The comparisons in the table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our Class A common stock.

This graph shall not be deemed “soliciting

material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any of our filings under the

Securities Act of 1933 (Securities Act), as amended, or the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

This graph shall not be deemed “soliciting material” or be deemed

“filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933 (Securities Act),

as amended, or the Securities Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

OneWater Marine Inc.

1 unchanged sentence

On June 17, 2021, our board of directors declared a one-time special cash dividend of $1.80 per share.

The cash dividend of approximately $27.1 million was paid on July 19, 2021 to

holders of Class A common stock and OneWater Unit Holders.

Additionally, a $1.0 million cash dividend for restricted stock unit holders will be paid to holders upon vesting of the awards.

The cash dividend of approximately $27.1 million was paid on July 19, 2021 to holders of Class A common stock and

OneWater Unit Holders.

Additionally, a $1.0 million cash dividend for restricted stock unit holders was accrued for payment to holders upon future vesting of restricted stock unit awards outstanding on the date the dividend was declared.

year ended September 30, 2022, $0.2 million of the previously accrued balance was paid to restricted stock unit holders.

The remaining $0.8 million is recorded in other payables and accrued expenses in the consolidated balance sheet as of September

We do not anticipate declaring or paying any cash dividends to holders of our Class A common stock in the foreseeable future.

We currently intend to retain future earnings, if any, to finance the growth of

our business.

We currently intend to retain future earnings, if any, to finance the growth of our

Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors.

Our future dividend policy is within the discretion of our board of directors and will depend upon

then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our board of directors may deem

In addition, under our Credit Facilities, Opco is restricted from paying cash dividends, and we expect these restrictions to continue in the future, which may in turn limit our ability to pay cash dividends on our Class A common

Our ability to pay cash dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities that we or our subsidiaries may issue.

See “Risk Factors—Risks Related to Our

Class A Common Stock— While our Board of Directors declared a one-time special cash dividend of $1.80 per share on June 17, 2021, we do not intend to pay cash dividends on our Class A common stock, and our Credit Facilities place certain

restrictions on our ability to do so.

Consequently, your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.”

Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing

conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our board of directors may deem relevant.

under our Credit Facilities, OWAO is restricted from paying cash dividends, and we expect these restrictions to continue in the future, which may in turn limit our ability to pay cash dividends on our Class A common stock.

Our ability to pay cash

dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities that we or our subsidiaries may issue.

See “Risk Factors—Risks Related to Our Class A Common Stock— While our Board of

Directors declared a one-time special cash dividend of $1.80 per share on June 17, 2021, we do not intend to pay cash dividends on our Class A common stock, and our Credit Facilities place certain restrictions on our ability to do so.

Consequently,

your only opportunity to achieve a return on your investment is if the price of our Class A common stock appreciates.”

Recent Sales of Unregistered Securities

Issuer’s Purchases of Equity Securities

On September 1, 2021, in reliance upon Section 4(a)(2) of the Securities Act, the Company issued 35,639 shares of Class A common stock to the two former owners of PartsVu as partial consideration for the

Issuer’s Purchases of Equity Securities (1)

Average price

paid per share

Total number of

part of publicly

dollar value of

shares that may

under the plans

or programs (in

July 1, 2022 through July 31, 2022

August 1, 2022 through August 31, 2022

September 1, 2022 through September 30, 2022

(1) On March 30, 2022, the Board authorized a share repurchase program of up to $50 million of outstanding shares of Class A common stock.

Repurchases under the share repurchase program may be made at any time or from time to time,

without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the

Securities Exchange Act of 1934, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements.

Selected Financial Data.

1 unchanged sentence

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 5. Market for Registrant’s Common Equity