What changed in this filing

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Item 1. Business

2025-12-15 compared with 2024-12-10 · 75 added, 72 removed, 432 unchanged (25% of the section changed)

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on February 11, 2020 in the corporate reorganization (the “Reorganization”) completed in connection with OneWater Inc.’s initial public offering (the “IPO”), which closed on February 11, 2020.

Except as otherwise indicated or required by the context, all references in this Form 10-K to the “Company,” “OneWater,” “we,” “us” or “our” relate to (i) for periods after the Reorganization, OneWater Inc.

and its consolidated subsidiaries, and (ii) for periods on or prior to the Reorganization, to OneWater LLC, our accounting predecessor, and its consolidated subsidiaries.

Except as otherwise indicated or required by the context, all references in this Annual Report on Form 10-K to the “Company,” “OneWater,” “we,” “us” or “our” relate to OneWater Inc.

and its consolidated subsidiaries.

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 95 dealership locations, 9 distribution centers/warehouses and multiple online marketplaces as of September 30, 2025.

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We believe that we are a market leader by volume in sales of premium boats in many of the markets in which we operate.

Additionally, the acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and Ocean Bio-Chem, Inc.

(now Ocean Bio-Chem, LLC) ("Ocean Bio-Chem") have significantly expanded our sales of marine-related parts and accessories.

Additionally, the acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and Ocean Bio-Chem, LLC (f/k/a Ocean Bio-Chem, Inc.

("Ocean Bio-Chem")) significantly expanded our sales of marine-related parts and accessories.

The combination of our significant scale, diverse inventory, access to premium boat brands, access to a broad array of parts and accessories, and meaningful group brand equity enables us to provide a consistently professional experience as reflected in the number of our repeat customers and Dealership same-store sales growth.

Effective August 9, 2022, our reportable segments changed as a result of the Company’s acquisition of Ocean Bio-Chem, which changed management’s reporting structure and operating activities.

We now report our operations through two reportable segments:

We report our operations through two reportable segments:

Dealerships and Distribution.

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While we believe our order volume amounts to between 10% to 40% of total sales for those top five brands, no single brand accounts for more than 7% of our total sales volume.

As of September 30, 2024, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu ("PartsVu"), Ocean Bio-Chem and its subsidiaries and T-H Marine and its subsidiaries, which together operate 10 distribution centers/warehouses in Alabama, Florida, Oklahoma, Indiana and Tennessee and represents approximately 9% of revenues.

As of September 30, 2025, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu ("PartsVu"), Ocean Bio-Chem and its subsidiaries and T-H Marine and its subsidiaries, which together operate 9 distribution centers/warehouses in Alabama, Florida, Oklahoma, and Indiana and represents approximately 8% of revenues.

The Distribution segment engages in the manufacturing, assembly and distribution of primarily marine-related products for sale to distributors, big box retailers, online retailers and direct to consumers.

We offer a wide array of branded parts and accessories including jack plates, rigging parts, plumbing components, LED lighting, storage systems, and appearance, cleaning, and maintenance products for the marine and ancillary industries.

We offer a wide array of branded parts and accessories including jack plates, bilge pumps, rigging parts, plumbing components, LED lighting, storage systems, and appearance, cleaning, and maintenance products for the marine and ancillary industries.

All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations.

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In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales.

The acquisitions of T-H Marine and Ocean Bio-Chem have significantly expanded our sales of marine parts and accessories.

Our strategic growth in this area is also expected to materially expand our addressable market in the parts and accessories business.

The acquisitions of T-H Marine and Ocean Bio-Chem significantly expanded our sales of marine parts and accessories.

Our strategic growth in this area has also materially expanded our addressable market in the parts and accessories business.

We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high-margin service parts and accessories, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match.

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Recreational boating is a well-established American pastime that attracts millions of people each year to the water.

While Florida is the leading state for new boating sales and registrations due to its abundance of both fresh water and salt water, boating is very popular throughout the United States with Texas, Michigan, North Carolina and Minnesota representing the rest of the top five states for new marine retail expenditures.

While Florida is the leading state for new boating sales and registrations due to its abundance of both fresh water and salt water, boating is very popular throughout the United States with Texas, Michigan, North Carolina, and New York representing the rest of the top five states for new marine retail expenditures.

In 2024, $55.6 billion was spent on retail boating sales, which has contributed to annual growth of 5% percent since 2012.

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Pre-owned traditional powerboat sales were approximately $9.7 billion in 2024, which represents a decrease of 5.6% compared to 2023.

After the significant growth in 2020 and 2021, pre-owned traditional powerboat sales have normalized following the COVID-19 pandemic but still remain well in excess of the pre-pandemic level of $9.2 billion in 2019.

With the exception of 2020 - 2022, pre-owned traditional powerboat sales have remained relatively consistent seen since 2006 and through economic cycles.

After the significant growth in 2020 and 2021, pre-owned traditional powerboat sales have normalized following the COVID-19 pandemic but still remain in excess of the pre-pandemic level of $9.2 billion in 2019.

With the exception of 2020 - 2022, pre-owned traditional powerboat sales have remained relatively consistent since 2006 and through economic cycles.

The boat dealership market is highly fragmented with approximately 4,000 dealerships nationwide, and the majority of retailers are owner-operated with three stores or fewer.

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We offer a variety of some of the most innovative, luxurious, and premium pontoon models to fit boaters’ needs, from brands such as Bennington and Barletta.

Our runabouts, such as Cobalt, Regal, Chris-Craft and Yamaha, target the family recreational boating markets and come in a variety of configurations to suit each customer’s particular recreational boating style.

Our runabouts, such as Cobalt, Regal and Yamaha, target the family recreational boating markets and come in a variety of configurations to suit each customer’s particular recreational boating style.

The models we offer may include amenities such as advanced navigation electronics and sound systems, a variety of hull, deck, and cockpit designs that can include a swim platform, bow pulpit and raised bridges, and swivel bucket helm seats, lounge seats, sun pads, wet bars, built-in ice chests, and refreshment centers.

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Revenue from yachts comprised 27% of our new boat revenue for fiscal year 2025.

The yachts we offer range from traditional models to advanced models, from brands such as Absolute, Riviera, Tiara and Sunseeker.

The yachts we offer range from traditional models to advanced models, from brands such as Absolute, Riviera, Tiara, HCB and Sunseeker.

The yacht product lines typically include state-of-the-art designs with live-aboard luxuries, offering amenities such as flybridges with extensive guest seating;

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Certain other of our manufacturers reimburse warranty work at a fixed amount per repair.

Because boat manufacturers require that warranty work be performed at authorized dealerships, our dealerships receive substantially all of the warrantied repair and maintained work required for the boats we offer.

Because boat manufacturers require that warranty work be performed at authorized dealerships, our dealerships receive substantially all of the warrantied repair and maintained work required for

the boats we offer.

We also offer third-party extended warranty contracts, which result in a continuous demand for our repair and maintenance services for the term of the extended warranty contract.

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We offer the sale of marine related parts and accessories along with appearance and maintenance products for the marine and other ancillary markets.

The acquisitions of T-H Marine and PartsVu expanded our sale of marine related parts and accessories, including general boat accessories, electronics (GPS, radar, sonar, etc.), original equipment manufacturer (“OEM”) marine parts, boat performance items, access hatches, deck plates, deck hardware, live well aeration, plumbing fittings, battery trays, fishing rod holders, boat lights, rigging accessories, trolling motor accessories, and safety equipment.

The acquisitions of T-H Marine and PartsVu expanded our sale of marine related parts and accessories, including general boat accessories, electronics (GPS, radar, sonar, etc.), original equipment manufacturer (“OEM”) marine parts, boat performance items, access hatches, jack plates, deck plates, deck hardware, live well aeration, bilge pumps, plumbing fittings, battery trays, fishing rod holders, boat lights, rigging accessories, trolling motor accessories, and safety equipment.

These products are sold to boat manufacturers, distributors, big box retailers, boat dealerships and after-market customers.

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Sales training sessions are held at various locations, including the manufacturers’ facilities, and cover a broad array of topics from technical product details, features and benefits, to general sales techniques.

Our highly-trained professional sales teams recognize the importance of building relationships with customers, assisting them in selecting the boat that best fits their needs and making the entire sales process enjoyable, all of which are critical to our successful sales efforts.

Our highly-trained professional sales teams recognize the importance of building relationships with customers, assisting them in selecting the boat that

best fits their needs and making the entire sales process enjoyable, all of which are critical to our successful sales efforts.

The overall focus of our training program is to provide exemplary customer service.

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We constantly aim to provide the highest levels of customer service and support before, during and after each sale.

Each of our dealerships offer our customers the opportunity to evaluate a variety of new and pre-owned boats in an environment that is convenient, comfortable and professional.

Each of our dealerships offers our customers the opportunity to evaluate a variety of new and pre-owned boats in an environment that is convenient, comfortable and professional.

Our dealerships provide a full-service purchasing process, which includes attractive finance & insurance packages and extended third-party service agreements.

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We continue to expand our online presence and sales through digital platforms to engage in online new and pre-owned boat sales, parts and accessories as well as finance & insurance products.

We continue to launch tools for our internally developed customer relationship management system, our websites and online sales portals, which we expect to be further enhanced by our continued investments in digital initiatives.

We continue to launch tools for our customer relationship management system, our websites and online sales portals, which we expect to be further enhanced by our continued investments in digital initiatives.

We provide customers a diverse offering of boat brands, which span across a multitude of sizes, uses and activities, including leisure, fishing, watersports, luxury and vacation.

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We actively monitor our inventory levels to maintain levels appropriate to meet current anticipated market demands.

We are not bound by contractual agreements governing the amount of inventory that we must purchase in any year from any manufacturer;

bound by contractual agreements governing the amount of inventory that we must purchase in any year from any manufacturer;

however, the failure to purchase at agreed upon levels may result in the loss of certain manufacturer incentives or dealership rights.

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Our business, along with the entire retail marine industry, is highly seasonal, and such seasonality varies by geographic market.

With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31.

With the exception of Florida, we generally realize lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31.

Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream.

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Environmental Protection Agency (“EPA”) and the U.S.

Occupational Safety and Health Administration (“OSHA”).

Safety and Health Administration (“OSHA”).

The more significant of these environmental and occupational health and safety laws and regulations include the following federal legal standards that currently exist in the United States, as amended from time to time:

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• the Occupational Safety and Health Act, which establishes workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures.

Additionally, there exist state and local jurisdictions in the United States where we operate that also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities, which requirements may impose additional, or more stringent, conditions or controls than required under federal law and that can significantly alter, delay or cancel the permitting, development, or expansion of operations or substantially increase the cost of doing business.

Additionally, state and local jurisdictions in the United States where we operate also have, or are developing or considering developing, similar environmental and occupational health and safety laws and regulations governing many of these same types of activities, which requirements may impose additional, or more stringent, conditions or controls than required under federal law and that can significantly alter, delay or cancel the permitting, development, or expansion of operations or substantially increase the cost of doing business.

Environmental and occupational health and safety laws and regulations, including new or amended legal requirements that may arise in the future to address potential environmental concerns such as air and water impacts or to address perceived human health or safety-related concerns, including a global or national health crisis, are expected to continue to have a considerable impact on our operations.

As with companies in the marine retail industry generally, and parts and service operations in particular, our business involves the use, handling, storage and contracting for recycling or disposal of petroleum-based products and wastes, as well as other hazardous and toxic substances and wastes, including gasoline, diesel fuels, motor oil, waste motor oil and filters, transmission fluid, antifreeze, freon, waste paint and lacquer thinner, batteries, solvents, lubricants, and degreasing agents.

Environmental and occupational health and safety laws and regulations generally impose requirements for the use, storage, management, handling, transport and disposal of these materials, and restrict the level of pollutants emitted into the environment, including into ambient air, discharges to surface water, and disposals or other releases to surface and below-ground soils and ground water.

Environmental and occupational health and safety laws and regulations generally impose requirements for the use, storage, management, handling, transport and disposal of these materials, and restrict the level of pollutants emitted into the environment, including into ambient air, discharges to surface water, and disposal or other releases to surface and below-ground soils and ground water.

Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, and criminal penalties or liabilities to third parties;

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We are also subject to laws and regulations governing the investigation and remediation of contamination at the facilities we currently or formerly own or operate, as well as at third-party sites to which we send hazardous substances or wastes for treatment, recycling or disposal.

Some environmental laws, such as CERCLA and similar state statutes, impose strict joint and several liability for the entire cost of investigation or remediation of a contaminated property and for any related damages to natural resources, upon current or former site owners or operators, as well as persons who arranged for the transportation, treatment or disposal of hazardous substances.

Some environmental laws, such as CERCLA and similar state statutes, impose strict joint and several liability for the entire cost of investigation and remediation of a contaminated property and for any related damages to natural resources, upon current or former site

owners or operators, as well as persons who arranged for the transportation, treatment or disposal of hazardous substances.

We may also be subject to third-party claims alleging property damage and/or personal injury in connection with releases of, or exposure to, hazardous substances at our current or former properties or off-site waste disposal sites or from the products we sell.

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The USTs and ASTs are generally subject to federal, state and local laws and regulations that require obtaining financial assurance to own or operate USTs and ASTs, testing and upgrading of tanks and remediation of contaminated soils and groundwater resulting from leaking tanks.

Additionally, if leakage from our USTs or ASTs migrates onto the property of others, we may be liable to third parties for remediation costs, natural resource damages or other damages.

Increasingly strict environmental laws and inspection and enforcement policies, could affect the handling, manufacture, use, emission or disposal of products, other materials or hazardous and non-hazardous waste.

Stricter environmental, safety and health laws, regulations and enforcement policies could result in increased operating costs or capital expenditures to comply with such laws and regulations.

Moreover, if leakage from our USTs or ASTs migrates onto the property of others, we may be liable to third parties for remediation costs, natural resource damages or other damages.

Increasingly strict environmental, health and safety laws, regulations and enforcement policies could affect the handling, manufacture, use, emission or disposal of products, other materials or hazardous and non-hazardous waste and could result in increased operating costs or capital expenditures to comply with such laws and regulations.

Additionally, we are required to have permits for our businesses and are subject to licensing regulations.

These permits and licenses are subject to renewal, modification and in some circumstances, revocation.

From time to time, these permits and licenses are subject to renewal, modification, and in some circumstances, revocation.

For additional information relating to environmental protection, including releases, discharges and emissions into the environment, as well as worker health and safety requirements, please see “Risk Factors— Risks Related to Environmental and Geographic Factors—Climatic events may adversely impact our operations, disrupt the business of our third party vendors on whom we rely upon for products and services, and may not be adequately covered by our insurance,” “—Environmental and other regulatory issues impact our operations from time to time” and “Our operations are subject to risks arising out of the threat of climate change, which could result in increased operating costs and reduced demand for the products that we and the retail recreational boat industry provide.” Historically, our environmental compliance costs have not had a material adverse effect on our business, financial condition or results of operations;

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Historically, product liability claims have not materially affected our business.

Our manufacturers generally maintain product liability insurance, and we maintain third-party liability insurance with respect to the sale and servicing of boats and other watercrafts, which we believe to be adequate.

Our manufacturers generally maintain product liability insurance, and we maintain third-party liability insurance with respect to the sale and servicing of boats and other watercraft.

In addition, for products we manufacture, we maintain product liability insurance.

We believe all such insurance coverage to be adequate.

However, we may experience legal claims in excess of our insurance coverage, and those claims may not be covered by insurance.

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Additionally, we have obtained registered trademarks for Star brite ® , Star Tron ® , Performacide ® and other trade names used on our products.

We also rely on a number of trade names with respect to the regional dealer groups that we have acquired, which we do not re-brand under our “OneWater” mark.

We view our trademarks as significant assets because they provide product recognition.

We also rely on a number of trade names with respect to the regional dealer groups that we have acquired, which we do not re-brand under our “OneWater” mark, and most of these regional brand names are also trademarked.

We view our trademarks as significant assets because

they provide product recognition.

We believe that our trademarks provide protection in the geographic markets we serve, but we cannot assure that our intellectual property rights can be maintained or successfully asserted in the future or will not be invalidated, circumvented or challenged.

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Within the Investor Relations section of our website, the following documents are available free of charge:

the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports that are filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports that are filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

These materials are made available through the Company’s website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

In addition to its reports filed or furnished with the SEC, the Company publicly discloses material information from time to time in its press releases, at annual meetings of shareholders, in publicly accessible conferences and investor presentations, and through its website.

References to the Company’s website in this Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Form 10-K.

References to the Company’s website in this Annual Report on Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website, and such information should not be considered part of this Annual Report on Form 10-K.

Our Corporate Structure

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OneWater LLC holds all of the equity interest in One Water Assets & Operations (“OWAO”), which owns all of our operating assets.

The remainder of the OneWater LLC Units are held by certain Legacy Owners (the “OneWater Unit Holders”).

The remainder of the OneWater LLC Units not held by OneWater Inc.

(and its direct and indirect wholly owned subsidiaries) were held, prior to March 31, 2025, by certain Legacy Owners, who also held one share of our Class B common stock, par value $0.01 per share (the "Class B common stock"), for each OneWater LLC Unit such person held.

References in this Form 10-K to the “Legacy Owners” refer to the owners of OneWater LLC as they existed immediately prior to the Reorganization.

During the fiscal year ending September 30, 2025, all of the remaining OneWater LLC Units then held by the Legacy Owners were exchanged, on a one-for-one basis and in accordance with the fourth amended and restated limited liability company agreement of

OneWater LLC (the “OneWater LLC Agreement”), for 1,429,940 shares of our Class A common stock, par value $0.01 per share ("Class A common stock"), together with the cancellation of all of the remaining shares of our Class B common stock (the "Final Redemption").

Accordingly, as of December 2, 2025, OneWater Inc., directly and indirectly through its wholly owned subsidiaries, owns 100.0% of OneWater LLC.

As the sole managing member of OneWater LLC, OneWater Inc.

operates and controls all of the business and affairs of OneWater LLC, and through OneWater LLC and its subsidiaries, conducts its business.

As a result, we consolidate the financial results of OneWater LLC and its subsidiaries and report temporary equity related to the portion of OneWater LLC Units not owned by us, which will reduce net income (loss) attributable to the holders of our Class A common stock, par value $0.01 per share (“Class A common stock”).

As of November 26, 2024, OneWater Inc.

owned 91.2% of OneWater LLC.

Certain of the Legacy Owners hold one share of our Class B common stock, par value $0.01 per share (the “Class B common stock”), for each OneWater LLC Unit such person holds.

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

Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our amended and restated certificate of incorporation.

We do not intend to list Class B common stock on any exchange.

Under the fourth amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”), each of OneWater Unit Holders has, subject to certain limitations, the right (the “Redemption Right”) to cause OneWater LLC to acquire all or a portion of its OneWater LLC Units for shares of Class A common stock of OneWater Inc.

on a one-for-one basis or, at OneWater LLC’s election, an equivalent amount of cash.

Alternatively, upon the exercise of the Redemption Right, OneWater Inc.

(instead of OneWater LLC) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered OneWater LLC Unit directly from the redeeming OneWater Unit Holder for, at its election, (x) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (y) an equivalent amount of cash.

In connection with any redemption of OneWater LLC Units pursuant to the Redemption Right or the Call Right, the corresponding number of shares of Class B common stock will be cancelled.

Under the Registration Rights Agreement (defined below) we entered into with certain of the Legacy Owners in connection with the IPO, such Legacy Owners have the right, under certain circumstances, to cause us to register the offer and resale of their shares of Class A common stock.

As a result, we consolidate the financial results of OneWater LLC and its subsidiaries.

Prior to the Final Redemption, we reported temporary equity related to the portion of OneWater LLC Units not owned by us, which reduced net income (loss) attributable to the holders of our Class A common stock.

Executive Officers and Directors

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Name Position Age

Austin Singleton Founder, Chief Executive Officer and Director 51

Anthony Aisquith President, Chief Operating Officer and Director 57

Jack Ezzell Chief Financial Officer and Secretary 54

Schraudenbach Director and Chairman of the Board of Directors 65

Austin Singleton Founder, Executive Chairman and Director 52

Anthony Aisquith Chief Executive Officer and Director 58

Jack Ezzell Chief Operating Officer, Chief Financial Officer and Secretary 55

Schraudenbach Lead Independent Director 66

Harlam Director 64

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Executive Officers

Austin Singleton has served as our Chief Executive Officer and Director since April 2019, the Chief Executive Officer of OneWater LLC since its formation in 2014, and the Chief Executive Officer of Singleton Marine, which later merged with Legendary Marine to form OneWater LLC, since 2006.

Austin Singleton has served as our Executive Chairman of the Board since August 2025, as our Chief Executive Officer from April 2019 to August 2025, as a Director since April 2019, as the Chief Executive Officer of OneWater LLC from its formation in 2014 to August 2025, and the Chief Executive Officer of Singleton Marine, which later merged with Legendary Marine to form OneWater LLC, from 2006 to August 2025.

Singleton served on the Board of Managers of OneWater LLC since its formation in 2006 until the Reorganization.

Singleton first joined Singleton Marine in 1988, shortly after his family founded Singleton Marine in 1987.

Prior to his role as the Chief Executive Officer of OneWater LLC, Mr.

Prior to his role as the Executive Chairman of the Board, Mr.

Singleton worked in substantially all positions within the dealership from the fuel dock, to the service department, to the sales department, to general manager.

Singleton studied Business and Finance at Auburn University.

Singleton was selected as a director due to his management and extensive industry experience.

Anthony Aisquith has served as our President and Chief Operating Officer since April 2019, as a Director since May 2020, and as the President and Chief Operating Officer of OneWater LLC (including its predecessor entity, Singleton Marine) since 2008.

Singleton was selected as a director due to his extensive management and industry experience.

Anthony Aisquith has served as our Chief Executive Officer since August 2025, as our President and Chief Operating Officer from April 2019 to August 2025 and as a Director since May 2020.

Mr Aisquith has served as the Chief Executive Officer of OneWater LLC (including its predecessor entity, Singleton Marine) since August 2025 and as the President and Chief Operating Officer from 2008 until August 2025.

Aisquith served on the Board of Managers of OneWater LLC from 2014 until the Reorganization.

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Aisquith’s extensive industry experience and his familiarity with the Company qualify him to serve as a director.

Jack Ezzell has served as our Chief Financial Officer since April 2019 and as the Chief Financial Officer of OneWater LLC since 2017.

Jack Ezzell has served as our Chief Operating Officer and Chief Financial Officer since August 2025 and as our Chief Financial Officer from April 2019 to August 2025.

Ezzell has served as the Chief Operating Officer and Chief Financial Officer of OneWater LLC since August 2025 and as the Chief Financial Officer from 2017 until August 2025.

Ezzell has over 25 years of accounting and finance experience, with over 20 years of experience in the boating industry specifically.

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Non-Employee Directors

Schraudenbach has served on our Board of Directors since the closing of our IPO and has served as Chairman of the Board of Directors since 2023.

Schraudenbach has served on our Board of Directors since the closing of our IPO and has served as Lead Independent Director since August 2025.

He previously served as Chairman of the Board of Directors from 2023 until August 2025 and prior to that as the Audit Committee Chair.

Schraudenbach is a partner with The Goodwin Group, an executive retained search firm.

Prior to joining Goodwin, Mr.

Schraudenbach held various positions at Ernst & Young for 37 years until his retirement in June 2019.

Schraudenbach serves on the board of Proficient Auto Logistics, Inc.

PAL), a company in the auto hauling industry.

He also serves on the board of Printpack, Inc a private manufacturer of packaging materials for consumer products and other industries.

Schraudenbach held various positions (primarily as an audit partner) at Ernst & Young for 37 years until his retirement in June 2019.

He currently serves on the Board of Directors and as Chair of the Audit Committee at Proficient Auto Logistics (NASDAQ:

PAL), a leading provider of vehicle transportation and logistics solutions.

In addition, Mr.

Schraudenbach serves on the Board of Directors of Printpack, Inc., a private manufacturer of packaging materials for consumer products and other industries.

Schraudenbach also serves on the University of Georgia Foundation Board as well as various other civic organizations.

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EBC) since February 2014, of Aterian, Inc.

ATER) since February 2020, of Rite Aid Corporation (NYSE:

RAD) since September 2020, and of Champion Petfoods, LP since March 2020.

ATER) since February 2020, and of Champion Petfoods, LP from March 2020 to March 2023.

Harlam also served on the Board of Directors of Rite Aid Corporation (formerly NYSE:

RAD) from September 2020 to August 2024.

Prior to her time at Hudson’s Bay Company, she was EVP, Membership, Marketing & Analytics at BJ’s Wholesale Club (NYSE:

BJ) from July 2012 to December 2016.

Before joining BJ’s Wholesale Club, she served as Chief Marketing Officer at Swipely, now called Upserve, from August 2011 to July 2012 and prior to that, she served as SVP, Marketing at CVS Health Corp (formerly CVS Caremark Corporation) (NYSE:

CVS) from 2000 to August 2011.

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ZUMZ) and Destination XL Group, Inc.

Bauza also serves as a member of the board of managers of Claire's Holdings LLC.

She was previously a director at Walmart de Mexico (WALMEX) and on the board of managers at Claire’s, Inc.

Most recently, Ms.

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Bodine was responsible for Strategy, Business Development, Trade Relations, Sales and Account Management, Pharmacy Merchandising, Marketing, Information Technology, and Minute Clinic.

Bodine is currently Chairman and Director of ContinuumRX Services, Inc.

Bodine is currently Chairman and Director of Continuum RX Services, Inc.

Bodine is also a Venture Partner at NewSpring Capital and a Director of Russell Medical Center Foundation.

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Roy simultaneously served as a member of the ACT Board of Directors.

Prior to that, he was the Executive Vice-President and Chief Financial Officer of Movie Gallery, Inc., a Nasdaq-listed video specialty retailer.

Prior to that, he was the Executive Vice-President and Chief Financial Officer of Movie Gallery,

Inc., a Nasdaq-listed video specialty retailer.

Roy currently serves on the University of Alabama System Board of Trustees and previously served as a Director at the Business Council of Alabama and the Dothan Area Chamber of Commerce.

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Roy is qualified to serve on our Board of Directors because of his public company experience, as well as his financial and leadership background.

Lamkin has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and on the Compensation Committee of OneWater LLC (including its predecessor entity, Singleton Marine) from 2012 until the Reorganization.

Lamkin currently serves as the Chief Executive Officer of Sea Oats Group, a family office focused on luxury lifestyle businesses, and has served in this capacity since 2001.

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Lamkin is qualified to serve on our Board of Directors because of his extensive business experience and his familiarity with OneWater LLC.

Troiano has served on our Board of Directors since the closing of our IPO and served on the Board of Managers and as Chairman of the Compensation Committee of OneWater LLC from October 2016 until the Reorganization.

Troiano is the Managing Partner and CEO of The Beekman Group, which he co-founded in 2004.

Troiano is the Managing Partner and CEO of The Beekman Group (collectively “Beekman”), which he co-founded in 2004.

Troiano spent two years at the mergers and acquisitions boutique firm Gleacher & Company, Inc.

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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 1. Business