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Item 9A. Controls and Procedures

2023-12-14 compared with 2022-12-15 · 119 added, 231 removed, 111 unchanged (76% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

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.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls

can provide absolute assurance that the system of controls has operated effectively in all cases.

Our disclosure controls and procedures are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met

and 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.

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 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.

No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases.

Our disclosure controls and procedures are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met and 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

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, 2022.

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, 2022, the Company’s internal control over financial reporting was

Management has excluded T-H Marine, Denison Yachting and Ocean Bio-Chem from its assessment of internal control over financial reporting as of September 30, 2022 because these companies were acquired on November 30, 2021, April 1, 2022

and August 9, 2022, respectively, and there was not sufficient time to assess the design and effectiveness of their internal control over financial reporting prior to the conclusion of management’s evaluation.

T-H Marine and Ocean Bio-Chem

represented approximately 28% and 7% of total assets and revenues, respectively, as of and for the year ended September 30, 2022.

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

The Company’s management assessed the effectiveness of its internal control over financial reporting as of September 30, 2023.

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, 2023, the Company’s internal control over financial reporting was effective.

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, 2022 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, 2023 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

below, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022.

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, 2023.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

(a Delaware corporation) and subsidiaries (the “Company”) as of September 30,

2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”).

(a Delaware corporation) and subsidiaries (the “Company”) as of September 30, 2023, 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, 2023, 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, 2022, and our report dated December 15, 2022 expressed an unqualified opinion on those financial statements.

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, 2023, and our report dated December 14, 2023 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.

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.

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.

We believe 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 T-H Marine

Supplies, LLC, Denison Yachting, LLC and Ocean Bio-Chem, Inc., three wholly-owned subsidiaries.

T-H Marine Supplies, LLC and Ocean Bio-Chem, Inc.

represented approximately 28% and 7% of total assets and revenues, respectively, as of and for the

year ended September 30, 2022.

Denison Yachting, LLC was immaterial to the consolidated financial statements as of and for the year ended September 30, 2022.

As indicated in Management’s Report, T-H Marine Supplies, LLC, Denison Yachting, LLC,

and Ocean Bio-Chem, Inc.

were acquired during fiscal year 2022.

Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of T-H Marine Supplies,

LLC, Denison Yachting, LLC and Ocean Bio-Chem, Inc.

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.

We believe that our audit provides a reasonable basis for our opinion.

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 the company;

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.

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 the company;

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.

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

4 unchanged sentences

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 2023 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 2024 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.

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.

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.

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.

Exhibits, Financial Statement Schedules.

6 unchanged sentences

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

Exhibit Number

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

Exhibit Number Description

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.

and T-H 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).

Agreement and Plan of Merger, by and among Ocean Bio-Chem, Inc., OneWater Marine Inc.

and OBCMS, Inc., dated as of June 21, 2022 (incorporated by reference to

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

and OBCMS, Inc., dated as of June 21, 2022 (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 June 22, 2022).

Second 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.

001-39213, filed with the Commission on February 24, 2022).

Second Amended and Restated Bylaws of OneWater Marine Inc.

Third 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.

001-39213, filed with the Commission on February 27, 2023).

Description of OneWater Marine Inc.’s Class A common stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K, File No.

001-39213, filed with the Commission on December 3, 2020).

Third Amended and Restated Bylaws of OneWater Marine Inc.

(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 March 2, 2023).

Description of OneWater Marine Inc.’s Class A common stock.

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).

OneWater Marine Inc.

2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, File No.

2020 Omnibus Incentive Plan (as amended on February 23, 2023) (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 27, 2023).

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.

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).

Exhibit Number

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.

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.

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.

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).

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.

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 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).

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.

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).

Exhibit Number Description

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.

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).

Indemnification Agreement, dated as of February 28, 2022, by and between the Company and Greg A.

Shell, Sr (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 May 10, 2022).

Indemnification Agreement, dated as of May 12, 2020, by and between the Company and Bari A.

Indemnification Agreement, dated effective as of August 12, 2022, by and between the Company and J.

Steven Roy (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K, File No.

001-39213, filed with the Commission on December 15, 2022).

Indemnification Agreement, dated effective as of March 1, 2023, by and between the Company and Carmen R.

Bauza (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 May 8, 2023).

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 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.

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).

Exhibit Number

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.

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).

1 unchanged sentence

Singleton, Jr.

(incorporated by reference to Exhibit

10.6 to the Registrant’s Current Report on Form 8-K, 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.

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.

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).

Fourth Amended and Restated Guaranty, dated December 29, 2021, entered into by Philip Austin Singleton, Jr., for the benefit of Wells Fargo Commercial

Distribution Finance, LLC, as Agent to the A&R Inventory Financing Facility (incorporated by reference to Exhibit 10.3 to the amendment to Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on

January 4, 2022).

Fourth Amended and Restated Guaranty, dated December 29, 2021, entered into by Anthony Aisquith, for the benefit of Wells Fargo Commercial Distribution Finance,

LLC, as Agent to the A&R Inventory Financing Facility (incorporated by reference to Exhibit 10.2 to the amendment to the Registrant’s Current Report on Form 8-K, File No.

Fourth Amended and Restated Guaranty, dated December 29, 2021, entered into by Philip Austin Singleton, Jr., for the benefit of Wells Fargo Commercial Distribution Finance, LLC, as Agent to the A&R Inventory Financing Facility (incorporated by reference to Exhibit 10.3 to the amendment to Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on January 4, 2022).

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.

Fourth Amended and Restated Guaranty, dated December 29, 2021, entered into by Anthony Aisquith, for the benefit of Wells Fargo Commercial Distribution Finance, LLC, as Agent to the A&R Inventory Financing Facility (incorporated by reference to Exhibit 10.2 to the amendment to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on January 4, 2022).

Fifth Amended and Restated Guaranty, dated November 14, 2023, entered into by Anthony Aisquith, for the benefit of Wells Fargo Commercial Distribution Finance, LLC, as Agent to the A&R Inventory Financing Facility (incorporated by reference to Exhibit 10.2 to the amendment to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on November 17, 2023).

Fifth Amended and Restated Guaranty, dated November 14, 2023, entered into by Philip Austin Singleton, Jr., for the benefit of Wells Fargo Commercial Distribution Finance, LLC, as Agent to the A&R Inventory Financing Facility (incorporated by reference to Exhibit 10.3 to the amendment to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on November 17, 2023).

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.

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.

333-232639), originally

filed with the Commission on July 12, 2019).

Exhibit Number

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 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 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 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 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.

Exhibit Number Description

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).

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.

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

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).

Amended and Restated Credit Agreement, dated as of July 22, 2020, and as amended and restated on August 9, 2022, by and among One Water Assets & Operations,

LLC, One Water Marine Holdings, LLC, OneWater Marine Inc.

and certain of its subsidiaries from time to time, the lenders from time to time party thereto, Truist Bank, Truist Securities, Inc., Keybank National Association, Synovus Bank,

Hancock Whitney Bank, Pinnacle Bank and Wells Fargo Bank, N.A (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, 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 (File No.

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

Amended and Restated Credit Agreement, dated as of July 22, 2020, and as amended and restated on August 9, 2022, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc.

and certain of its subsidiaries from time to time, the lenders from time to time party thereto, Truist Bank, Truist Securities, Inc., Keybank National Association, Synovus Bank, Hancock Whitney Bank, Pinnacle Bank and Wells Fargo Bank, N.A (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 August 9, 2022).

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

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 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).

Exhibit Number

Fourth Amendment to Sixth Amended and Restated Inventory Financing Agreement, dated as of October 29, 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 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).

Seventh Amended and Restated Inventory Financing Agreement, dated as of December 29, 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

Amendment No.

1 to the Amended and Restated Credit Agreement, dated as of February 10, 2023, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc.

and certain of its subsidiaries from time to time, the lenders from time to time party thereto, and Truist Bank as Administrative Agent (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, File No.

001-39213, filed with the Commission on May 8, 2023).

Seventh Amended and Restated Inventory Financing Agreement, dated as of December 29, 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 January 4, 2022).

First Amendment to the Seventh Amended and Restated Inventory Financing Agreement, dated as of February 24, 2022, 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.

Second Amendment to the Seventh Amended and Restated Inventory Financing Agreement, dated as of April 1, 2022, 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.

Third Amendment to the Seventh Amended and Restated Inventory Financing Agreement, dated as of August 9, 2022, 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.

First Amendment to the Seventh Amended and Restated Inventory Financing Agreement, dated as of February 24, 2022, 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 10.38 to the Registrant’s Annual Report on Form 10-K, File No.

001-39213, filed with the Commission on December 15, 2022).

Second Amendment to the Seventh Amended and Restated Inventory Financing Agreement, dated as of April 1, 2022, 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 10.39 to the Registrant’s Annual Report on Form 10-K, File No.

001-39213, filed with the Commission on December 15, 2022).

Third Amendment to the Seventh Amended and Restated Inventory Financing Agreement, dated as of August 9, 2022, 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 10.40 to the Registrant’s Annual Report on Form 10-K, File No.

001-39213, filed with the Commission on December 15, 2022).

Fourth Amendment to the Seventh Amended and Restated Inventory Financing Agreement, dated as of February 14, 2023, 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 10.3 to the Registrant’s Quarterly Report on Form 10-Q, File No.

001-39213, filed with the Commission on May 8, 2023).

Fifth Amendment to the Seventh Amended and Restated Inventory Financing Agreement, dated as of September 30, 2023, 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.

Eighth Amended and Restated Inventory Financing Agreement, dated as of November 14, 2023, 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 November 17, 2023).

OneWater Marine Inc.

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

001-39213, filed with

001-39213, 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.

Exhibit Number Description

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).

Equity Purchase Agreement, by and between One Water Assets & Operations, LLC, Peter G.

Dornau and Maureen Dornau, dated June 21, 2022 (incorporated by

reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, File No.

Dornau and Maureen Dornau, dated June 21, 2022 (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 5, 2022).

Real Estate Sales Contract, by and between One Water Assets & Operations, LLC and PEJE, Inc., dated June 21, 2022 (incorporated by reference to Exhibit 10.1

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

Real Estate Sales Contract, by and between One Water Assets & Operations, LLC and PEJE, Inc., dated June 21, 2022 (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 5, 2022).

2 unchanged sentences

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Exhibit Number

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

1 unchanged sentence

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

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.

OneWater Marine Inc.

Policy Regarding the Recoupment of Incentive Compensation (Claw-back)

101.INS(a) Inline XBRL Instance Document.

101.SCH(a) Inline XBRL Schema Document.

101.CAL(a) Inline XBRL Calculation Linkbase Document.

101.DEF(a) Inline XBRL Definition Linkbase Document.

101.LAB(a) Inline XBRL Labels Linkbase Document.

101.PRE(a) Inline XBRL Presentation Linkbase Document.

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

________________________________

* Filed herewith.

5 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly

ONEWATER MARINE INC.

4 unchanged sentences

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.

Name Title Date

/s/ Philip Austin Singleton, Jr.

Founder, Chief Executive Officer and Director

December 15, 2022

(Principal Executive Officer) December 14, 2023

Philip Austin Singleton, Jr.

(Principal Executive Officer)

/s/ Jack Ezzell

Chief Financial Officer

December 15, 2022

(Principal Financial Officer and Principal Accounting Officer)

/s/ Anthony Aisquith

President, Chief Operating Officer and Director

December 15, 2022

/s/ Jack Ezzell Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer) December 14, 2023

/s/ Anthony Aisquith President, Chief Operating Officer and Director December 14, 2023

Anthony Aisquith

/s/ Carmen Bauza Director December 14, 2023

/s/ Christopher W.

December 15, 2022

Bodine Director December 14, 2023

Christopher W.

December 15, 2022

Harlam Director December 14, 2023

/s/ Jeffrey B.

December 15, 2022

/s/ Mitchell W.

Chairman of the Board of Directors

December 15, 2022

Schraudenbach

December 15, 2022

Lamkin Director December 14, 2023

Steven Roy Director December 14, 2023

Schraudenbach Chairman of the Board of Directors December 14, 2023

Schraudenbach

December 15, 2022

Troiano Director December 14, 2023

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