What changed in this filing

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Item 9A. Controls and Procedures

2024-12-10 compared with 2023-12-14 · 39 added, 22 removed, 208 unchanged (23% of the section changed)

42 unchanged sentences

Other Information.

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

30 unchanged sentences

001-39213, filed with the Commission on March 2, 2023).

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

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 14, 2023).

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

24 unchanged sentences

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

Harlam (incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K, File No.

001-39213, filed with the Commission on December 14, 2023).

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

17 unchanged sentences

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

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.

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.

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

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

11 unchanged sentences

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

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.

2 unchanged sentences

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

Exhibit Number Description

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.

9 unchanged sentences

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 (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.

Amendment No.

2 to the Amended and Restated Credit Agreement, dated as of September 29, 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 10.1 to the Registrant’s Quarterly Report on Form 10-Q, File No.

001-39213, filed with the Commission on February 2, 2024).

Amendment No.

3 to the Amended and Restated Credit Agreement, dated as of January 29, 2024, 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 10.2 to the Registrant’s Quarterly Report on Form 10-Q, File No.

001-39213, filed with the Commission on February 2, 2024).

Amendment No.

4 to the Amended and Restated Credit Agreement, dated as of August 7, 2024, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc.

001-39213, filed with the Commission on August 8, 2024).

Amendment No.

5 to the Amended and Restated Credit Agreement, dated as of September 25, 2024, 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.

Amendment No.

6 to the Amended and Restated Credit Agreement and Waiver and Amendment No.

1 to Pledge and Security Agreement, dated as of November 13, 2024, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc.

001-39213, filed with the Commission on November 13, 2024).

(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).

First Amendment to the Eighth Amended and Restated Inventory Financing Agreement, dated as of August 7, 2024, 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 Quarterly Report on Form 10-Q, File No.

001-39213, filed with the Commission on August 8, 2024).

Consent, Waiver and Second Amendment to the Eighth Amended and Restated Inventory Financing Agreement, dated as of November 13, 2024, 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 November 13, 2024).

OneWater Marine Inc.

3 unchanged sentences

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.

3 unchanged sentences

001-39213, filed with the Commission on August 5, 2022).

OneWater Marine Inc.

Insider Trading Policy

List of subsidiaries of OneWater Marine Inc.

5 unchanged sentences

OneWater Marine Inc.

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

Policy Regarding the Recoupment of Incentive Compensation (Claw-back) (incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K, File No.

001-39213, filed with the Commission on December 14, 2023).

101.INS(a) Inline XBRL Instance Document.

41 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