What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-12-15 compared with 2024-12-10 · 287 added, 282 removed, 471 unchanged (55% of the section changed)

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and its consolidated subsidiaries.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes appearing elsewhere in this Form 10-K.

The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance.

The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control.

Our actual results could differ materially from those discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this Form 10-K under “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” In light of these risk, uncertainties and assumptions, the forward-looking events discussed may not occur.

Our actual results could differ materially from those discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in this Annual Report on Form 10-K under “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” In light of these risk, uncertainties and assumptions, the forward-looking events discussed may not occur.

We do not undertake any obligation to publicly update any forward-looking statements, except as otherwise required by applicable law.

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Since the combination in 2014, we have acquired a total of 83 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 35 acquisitions.

Our current portfolio

as of September 30, 2024 consists of multiple brands which are recognized on a local, regional or national basis.

Our current portfolio as of September 30, 2025 consists of multiple brands which are recognized on a local, regional or national basis.

Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold.

While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations.

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.

As of September 30, 2024, the Dealerships reporting segment includes operations of 96 dealerships in 16 states including Florida, Texas, Alabama and Georgia, among others, and represents approximately 91% of revenues.

As of September 30, 2025, the Dealerships reporting segment includes operations of 95 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 92% of revenues.

The Dealership segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine related parts and accessories and offers slip and storage accommodations in certain locations.

As of September 30, 2024, the Distribution reporting segment includes the activity of three of our fully-owned businesses and 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 reporting segment includes the activity of three of our fully-owned businesses, 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 8% of revenues.

The Distribution segment engages in the manufacturing, assembly and distribution of marine-related products (and adjacent industries).

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Trends and Other Factors Impacting Our Performance

We are a highly acquisitive company.

We have been a highly acquisitive company.

Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 83 additional dealerships through 30 dealer group acquisitions.

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We plan to continue to strategically evaluate and complete acquisitions moving forward.

For the years ended September 30, 2024 and 2023, we completed 1 and 3 acquisitions, respectively.

For each of the years ended September 30, 2025 and 2024 , we completed 1 acquisition during the period.

We have an extensive acquisition track record within the retail marine industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner.

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Historically, we have typically acquired dealerships for less than 4.0x EBITDA on a trailing twelve month basis and believe that we will be able to continue to make attractive acquisitions within this range.

With the expansion of our Distribution segment, we look to acquire parts and accessories manufacturing and distribution companies within a range of 5.0x – 10.0x EBITDA on a trailing twelve month basis, depending on the size of the business.

With the addition of our Distribution segment, we may look to acquire additional parts and accessories manufacturing and distribution companies.

Historically, we have acquired manufacturing and distribution companies within a range of 5.0x – 10.0x EBITDA on a trailing twelve-month basis, depending on the size of the business.

General Economic Conditions

General economic conditions and consumer spending patterns can negatively impact our operating results.

Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of higher interest rates or inflation, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and adversely affect our business.

Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of higher interest rates or inflation, increases to tariff or duty rates, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and

adversely affect our business.

Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, higher interest rates or higher fuel costs, even if prevailing economic conditions are otherwise favorable.

Economic conditions in areas in which we operate dealerships,

particularly in the Southeast, can have a major impact on our overall results of operations.

The imposition of tariffs on foreign goods and services, as well as any retaliatory tariffs on U.S.

goods and services, could increase the price of supplies and materials we rely on to conduct our business, and, thus, negatively impact our operating results.

Although rhetoric has de-escalated in recent months (including recent cuts to food tariffs by the U.S.), there is still a high degree of uncertainty surrounding U.S.

tariff policy, how it will be implemented, and how other countries will react to it.

Economic conditions in areas in which we operate dealerships, particularly in the Southeast, can have a major impact on our overall results of operations.

Local influences, such as corporate downsizing, inclement weather such as hurricanes, tornadoes, and other storms, environmental conditions, and global public health concerns and events have and could adversely affect our operations in certain markets and in certain periods.

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While we believe the measures we took significantly reduced the impact of the downturn on the business, we cannot guarantee similar results in the event of a future downturn.

Additionally, we cannot predict the timing or length of unfavorable economic or industry conditions, including a downturn as a result of a global health crisis, rising interest rates, inflation, or the extent to which they could adversely affect our operating results.

Additionally, we cannot predict the timing or length of unfavorable economic or industry conditions, including a downturn as a result of a global health crisis, rising interest rates, tariffs, inflation, or the extent to which they could adversely affect our operating results.

Although past economic conditions have adversely affected our operating results, we believe we are capable of responding in a manner that allows us to substantially outperform the industry and gain market share.

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We expect our core strengths, including retail and acquisition strategies, will allow us to capitalize on growth opportunities as they occur, despite market conditions.

The COVID-19 pandemic and its related effects positively impacted our sales and gross profit margins as more customers desired to engage in outdoor recreational activities in a socially distanced manner.

However, the COVID-19 pandemic also caused significant supply chain challenges as suppliers were faced with business closures and shipping delays.

This led to an industry wide inventory shortage of boats, engines and certain marine parts.

As of September 30, 2024, the supply chain has normalized and we have returned to the more traditional seasonal cycles of our business which has led to the normalization of our inventory levels and gross profit margins in line with pre-COVID seasonal metrics.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented.

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of the financial statements, and revenues and expenses during the periods presented.

On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary.

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Goodwill and Other Intangible Assets

In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Others (“ASC 350”), we review goodwill for impairment annually in the fourth fiscal quarter, or more often if events or circumstances indicate that impairment may have occurred.

In accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Others (“ASC 350”), we review goodwill for impairment annually in our fourth fiscal quarter, or more often if events or circumstances indicate that impairment may have occurred.

When evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of required goodwill impairment in accordance with ASC 350.

To the extent the reporting unit’s earnings decline significantly or there are changes in one or more of these inputs that would result in a lower valuation, it could cause the carrying value of the reporting unit to exceed its fair value and thus require the Company to record goodwill impairment.

Identifiable intangible assets as a result of the acquisitions we have completed consist of trade names, developed technologies, including design libraries, and customer relationships.

Identifiable intangible assets as a result of the acquisitions we have completed consist of trade names, developed technologies and customer relationships.

We have determined that trade names have an indefinite life, as there is no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the marine retailer, and therefore, are not subject to amortization.

Developed technologies and customer relationships are amortized over their estimated useful lives of ten years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Impairment testing requires the assessment of both qualitative and quantitative factors, including, but not limited to whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in

cash flow projections or earnings forecasts.

These assessments require management to make judgements, assumptions and estimates regarding the macroeconomic and industry conditions, our financial performance, and other factors and are often interdependent;

These assessments require management to make judgments, assumptions and estimates

regarding macroeconomic and industry conditions, our financial performance, and other factors and are often interdependent;

therefore, they do not change in isolation.

Factors that management must estimate include, among others, the economic lives of the assets, sales volume, pricing, royalty rates, long-term growth rates, tax rates, capital spending, and customers’ financial condition.

Factors that management must estimate include, among others, the economic lives of the assets, sales volume, pricing, royalty rates, long-term growth rates, tax rates, and capital spending.

The estimates and assumptions used in these tests are evaluated and updated as appropriate.

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Furthermore, if management uses different assumptions in future periods or if different conditions exist in future periods, additional impairment charges could result.

During the year ended September 30, 2023, the Company determined that there were circumstances that indicated that impairment may have occurred.

We engaged a third-party independent valuation professional to perform a quantitative analysis of the fair values compared to the carrying value and, as a result, recorded a loss on impairment of $147.4 million .

For the years ended September 30, 2024 and 2022, the Company determined that it was more likely than not that the fair value of the goodwill and identifiable intangible assets was greater than its carrying amount, and as a result, no impairment for goodwill and identifiable intangible assets was required.

During the years ended September 30, 2025 and 2023 , the Company determined that there were circumstances that indicated that impairment may have occurred.

F or the year ended September 30, 2024 , the Company determined that it was more likely than not that the fair value of the goodwill and identifiable intangible assets was greater than its carrying amount, and as a result, no impairment for goodwill and identifiable intangible assets was required.

Business Combinations

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Determination of the estimated fair value assigned to each asset acquired or liability assumed can materially impact the net income in subsequent periods through depreciation and amortization and potential impairment charges.

The most critical areas of judgment in applying the acquisition method include selecting the appropriate valuation techniques and assumptions that are used to measure the acquired assets and assumed liabilities at fair value, particularly for inventory, contingent consideration, trade names, developed technologies, including design libraries, and customer relationships.

The fair value of acquired inventory is based on manufacturer invoice cost, curtailments, and market data.

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Management estimated the fair value of the trade names and developed technologies using the relief from royalty method and customer relationships using the multi-period excess earnings method.

The fair value determination of the trade names and design libraries required management to make significant estimates and assumptions related to future revenues and the selection of the royalty rate and discount rate.

The fair value determination of the trade names and developed technologies required management to make significant estimates and assumptions related to future revenues and the selection of the royalty rate and discount rate.

The fair value determination of the customer relationships require management to make significant estimates and assumptions related to future revenues attributable to existing customers, future EBITDA margins and the selection of the customer attrition rate and discount rate.

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In particular, the discount rates selected are compared to and evaluated with (i) the industry weighted-average cost of capital, (ii) the inherent risks associated with each type of asset and (iii) the level and timing of future cash flows appropriately reflecting market participant assumptions.

Income Tax Accounting

The provision for income taxes is based upon income in our consolidated financial statements, rather than amounts reported on our income tax return.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rates on our deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date.

Under GAAP, a valuation allowance is required to be recognized if it is more likely than not that a deferred tax asset will not be realized.

The determination as to whether we will be able to realize the deferred tax assets is highly subjective and dependent upon judgment concerning our evaluation of both positive and negative evidence including our forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions.

Positive evidence includes the probability that taxable income will be generated in future periods as well as positive business and economic trends, while negative evidence includes a three-year cumulative loss.

Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.

Any required valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

We believe our deferred tax assets are properly recorded in the consolidated financial statements at September 30, 2025 and no valuation allowance is required as it is more likely than not the amounts will be realized.

Positions taken in our tax returns may be subject to challenge by the taxing authorities upon examination.

The benefit of an uncertain tax position is initially recognized in the financial statements only when it is more likely than not the position will be sustained upon examination by the tax authorities.

Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant

Differences between our position and the position of tax authorities could result in a reduction of a tax benefit or an increase to a tax liability, which could adversely affect our future income tax expense.

How We Evaluate Our Operations

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See “—Comparison of Non-GAAP Financial Measures” for more information and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.

Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share

We define Adjusted Net Income Attributable to OneWater Marine Inc.

Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share

We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

as net income (loss) attributable to OneWater Marine Inc.

before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other (income) expense, all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC.

Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate.

Management also reports Adjusted Diluted Earnings Per Share which presents all of the adjustments to net income attributable to OneWater Marine Inc.

Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc.

on a per share basis.

See "— Comparison of Non-GAAP Financial Measures" for more information and a reconciliation of Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share to net income (loss) and net earnings (loss) per share, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.

See "— Comparison of Non-GAAP Financial Measures" for more information and a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share to net income (loss) and net earnings (loss) per share, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.

Summary of Acquisitions and Dispositions

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Fiscal Year 2025 Acquisitions

• Effective May 1, 2024, we acquired Garden State Yacht Sales, a full service marine retailer located in New Jersey.

We refer to the fiscal year 2024 acquisition described above as the “2024 Acquisition.” The 2024 Acquisition is partially reflected in our consolidated statements of operations for the year ended September 30, 2024, beginning on the date of acquisition.

• Effective February 1, 2025, we acquired certain assets of American Yacht Group, a full service marine retailer with two locations in Florida.

We refer to the fiscal year 2025 acquisition described above as the “2025 Acquisition.” The 2025 Acquisition is partially reflected in our audited consolidated statements of operations for the year ended September 30, 2025.

Our 2025 Acquisition did not impact our results of operations for the years ended September 30, 2024 and 2023.

Fiscal Year 2024 Acquisitions

• Effective May 1, 2024, we acquired Garden State Yacht Sales, a full service marine retailer located in New Jersey.

We refer to the fiscal year 2024 acquisition described above as the “2024 Acquisition.” The 2024 Acquisition is fully reflected in our consolidated statements of operations for the year ended September 30, 2025 and partially reflected in our consolidated statements of operations for the year ended September 30, 2024, beginning on the date of acquisition.

Our 2024 Acquisition did not impact our results of operations for the year ended September 30, 2023.

On October 31, 2023, we exercised our right to acquire the remaining 20% economic interest in Quality Assets and Operations, LLC.

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• Effective September 1, 2023, we acquired Harbor Pointe Marina, a full service marine retailer with one location in Alabama.

We refer to the fiscal year 2023 acquisitions described above collectively as the “2023 Acquisitions.” The 2023 Acquisitions are fully reflected in our consolidated financial statements for the year ended September 30, 2024.

Taylor Marine Centers is fully reflected in our consolidated statements of operations for the year ended September 30, 2023.

The remaining 2023 Acquisitions are partially reflected in our consolidated statements of operations for the year ended September 30, 2023, beginning on the date of acquisition.

None of our 2023 Acquisitions impact our results of operations for the year ended September 30, 2022.

Fiscal Year 2022 Acquisitions

• Effective October 1, 2021, we acquired Naples Boat Mart, a full-service marine retailer with one location in Florida.

• Effective November 30, 2021, we acquired T-H Marine, a leading provider of branded marine parts and accessories for OEMs and the aftermarket, with locations in Alabama, Florida, Illinois, Indiana, Oklahoma and Texas.

• Effective December 1, 2021, we acquired Norfolk Marine Company, a full-service marine retailer with one location in Virginia.

• Effective December 31, 2021, we acquired a majority interest in Quality Boats, a full-service marine retailer with three locations in Florida.

• Effective February 1, 2022 we acquired JIF Marine, a leading supplier of stainless steel ladders, dock products and other accessories which is based in Tennessee.

• Effective March 1, 2022, we acquired YakGear, a leading supplier of kayak equipment, paddle sport accessories and boat mounting accessories which is based in Texas.

• Effective April 1, 2022, we acquired Denison Yachting, a leader in yacht and superyacht sales as well as ancillary yacht services, with 20 locations.

• Effective August 9, 2022, we acquired Ocean Bio-Chem, including Star Brite Europe, Inc.

(now Star Brite Europe, LLC), a leading supplier and distributor of appearance, cleaning and maintenance products for the marine industry and the automotive, powersports, recreational vehicles, and outdoor power equipment markets with locations in Alabama and Florida.

Naples Boat Mart is fully reflected in our consolidated statements of operations for the year ended September 30, 2022.

Taylor Marine Centers is fully reflected in our consolidated statements of operations for the year ended September 30, 2023.

The remaining 2023 Acquisitions are partially reflected in our consolidated statements of operations for the year ended September 30, 2023, beginning on the date of acquisition.

The comparability of our results of operations between the periods discussed below is naturally affected by the dispositions we have completed during such periods.

While we do not expect significant dispositions in the future, any such dispositions may impact the comparability of our future results of operations to our historical results.

Future dispositions, if any, may impact the comparability of our future results of operations to our historical results.

Fiscal Year 2023 Dispositions

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• Effective September 30, 2023 we sold Lookout Marine, a full-service marine retailer based in Kentucky with two locations.

We refer to the fiscal year 2023 dispositions described above collectively as the “2023 Dispositions.” The 2023 Dispositions are fully reflected in our consolidated financial statements for the years ended September 30, 2023 and 2022, as the transactions took place on the final day of fiscal year 2023.

We refer to the fiscal year 2023 dispositions described above collectively as the “2023 Dispositions.” The 2023 Dispositions are fully reflected in our consolidated financial statements for the year ended September 30, 2023, as the transactions took place on the final day of fiscal year 2023.

There were no dispositions during the fiscal years ended September 30, 2025 and 2024.

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As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, including the integration of acquired companies, it is likely that we will incur additional selling, general, and administrative expenses relative to historical periods.

Additionally, from time to time, we may consider expanding or cancelling certain dealer agreements which could impact our future revenues and gross profit.

Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.

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Restructuring and impairment 148,139 7.9 % 12,386 0.7 % 135,753 1,096.0 %

Income from operations 64,818 3.7 % 18,067 0.9 % 46,751 258.8 %

(Loss) income from operations (85,450) -4.6 % 64,818 3.7 % (150,268) -231.8 %

Interest expense – floor plan 28,469 1.5 % 34,087 1.9 % (5,618) -16.5 %

Interest expense – other 36,183 1.9 % 37,050 2.1 % (867) -2.3 %

Loss on extinguishment of debt — — % — — % — 100.0 %

Other expense (income), net 14 — % 953 — % (939) -98.5 %

Net (loss) income before income tax (benefit) expense (6,333) -0.4 % (42,523) -2.2 % 36,190 -85.1 %

Income tax (benefit) expense (157) — % (3,412) -0.2 % 3,255 -95.4 %

Net (loss) income (6,176) -0.3 % (39,111) -2.0 % 32,935 -84.2 %

Other expense, net 1,429 0.1 % 14 — % 1,415 10,107.1 %

Net loss before income tax benefit (151,531) -8.1 % (6,333) -0.4 % (145,198) 2,292.7 %

Income tax benefit (35,301) -1.9 % (157) — % (35,144) 22,384.7 %

Net loss (116,230) -6.2 % (6,176) -0.3 % (110,054) 1,782.0 %

Net income attributable to non-controlling interests — (119)

Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC 590 4,329

Net (loss) income attributable to OneWater Marine Inc.

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC 1,648 590

Net loss attributable to OneWater Marine Inc.

$ (114,582) $ (5,705)

Overall, revenue decreased by $163.7 million, or 8.5%, to $1,772.6 million for the year ended September 30, 2024 from $1,936.3 million for the year ended September 30, 2023.

Revenue generated from Dealership same-store sales decreased 7.4% for the year ended September 30, 2024, as compared to the year ended September 30, 2023, primarily due to a decrease in the number of new and pre-owned boats sold and a decrease in service, parts & other sales.

The decrease was primarily attributable to softer demand within the broader recreational marine market, the impact of Hurricane Helene and the impact of the 2023 Dispositions.

Overall, revenue increased by $99.7 million, or 5.6%, to $1,872.3 million for the year ended September 30, 2025 from $1,772.6 million for the year ended September 30, 2024.

Revenue generated from Dealership same-store sales increased 5.9% for the year ended September 30, 2025, as compared to the year ended September 30, 2024, primarily due to an increase in the average selling price of new and pre-owned boats and the number of pre-owned units sold.

New Boat Sales

New boat sales decreased by $105.4 million, or 8.6%, to $1,118.3 million for the year ended September 30, 2024 from $1,223.7 million for the year ended September 30, 2023.

The decrease was the result of the reduction in Dealership same-store sales, driven by a drop in unit sales.

We believe the decrease in sales was primarily due to softer demand within the broader recreational marine market and the impact of Hurricane Helene.

New boat sales increased by $39.9 million, or 3.6%, to $1,158.2 million for the year ended September 30, 2025 from $1,118.3 million for the year ended September 30, 2024.

The increase was primarily due an increase in same-store sales and an increase in the average selling price, partially offset by a decrease in unit sales.

Additionally, the year ended September 30, 2024 was impacted by Hurricane Helene.

Pre-owned Boat Sales

Pre-owned boat sales decreased by $22.3 million, or 6.7%, to $312.2 million for the year ended September 30, 2024 from $334.5 million for the year ended September 30, 2023.

Pre-owned boat sales increased by $51.7 million, or 16.6%, to $363.9 million for the year ended September 30, 2025 from $312.2 million for the year ended September 30, 2024.

We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price.

The decrease in pre-owned boat sales was attributable to both a decrease in the number of units sold and average selling price which was driven by the continued normalization of consumer demand following the COVID-19 pandemic.

T he increase in pre-owned boat sales was attributable to both an increase in the number of units sold and average selling price resulting from a shift in customer demand towards pre-owned boats.

Finance & Insurance Income

We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies.

Finance & insurance income decreased by $4.8 million, or 8.6%, to $51.5 million for the year ended September 30, 2024 from $56.3 million for the year ended September 30, 2023.

The decrease was primarily due to the reduction in new and pre-owned boat revenues.

Finance & insurance income increased by $3.5 million, or 6.7%, to $55.0 million for the year ended September 30, 2025 from $51.5 million for the year ended September 30, 2024.

The increase was primarily due to the additional new and pre-owned boat revenues.

We remain very focused on maintaining and improving sales penetration of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships.

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Service, Parts & Other Sales

Service, parts & other sales decreased by $31.2 million, or 9.7%, to $290.7 million for the year ended September 30, 2024 from $321.8 million for the year ended September 30, 2023.

This decrease in service, parts & other sales is primarily due to a reduction in parts and accessories sold to OEMs as boat manufacturers reduced production.

Service, parts & other sales increased by $4.7 million, or 1.6%, to $295.3 million for the year ended September 30, 2025 from $290.7 million for the year ended September 30, 2024.

This increase in service, parts & other sales is primarily due to increases in the Dealership segment, driven by ancillary sales generated from our increase in new and pre-owned boat sales at our dealerships.

The increase in our Dealership segment was partially offset by a decrease in sales in the Distribution segment.

Revenue for the Distribution segment is reported in service, parts & other sales and totaled $147.4 million and $156.1 million for the years ended September 30, 2025 and 2024, respectively.

Excluding the impact from the 2023 Dispositions, Dealership segment service, parts & other sales were positive.

Overall, gross profit decreased by $8.0 million, or 1.8%, to $427.0 million for the year ended September 30, 2025 from $435.1 million for the year ended September 30, 2024.

This decrease was mainly due to moderated boat pricing as a result of the industry normalization following the COVID-era environment.

This decrease was mainly due to new and pre-owned boat pricing, including the impact of select brands the Company has exited, partially offset by the increase in new and pre-owned unit sales.

Overall gross margins decreased 170 basis points to 22.8% for the year ended September 30, 2025 from 24.5% for the year ended September 30, 2024 due to the factors noted below.

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New boat gross profit decreased by $13.7 million, or 6.9%, to $183.2 million for the year ended September 30, 2025 from $196.9 million for the year ended September 30, 2024.

This decrease was due to the decrease in both new boat sales and new boat gross profit margin.

New boat gross profit as a percentage of new boat revenue was 17.6% for the year ended September 30, 2024 as compared to 21.9% in the year ended September 30, 2023.

The decrease in new boat gross profit and gross profit margin is due primarily to the continued normalization of new boat pricing and consumer demand following the COVID-19 pandemic.

Additionally, we have made strategic efforts to ensure inventory levels are healthy as we transition to our non-peak season.

This decrease was due to th e decrease in new boat gross profit margin.

New boat gross profit as a percentage of new boat revenue was 15.8% for the year ended September 30, 2025 as compared to 17.6% for the year ended September 30, 2024.

The decrease in new boat gross profit and gross profit margin is due primarily to new boat pricing, including the impact of the select brands the Company has exited .

Pre-owned Boat Gross Profit

Pre-owned boat gross profit decreased by $11.8 million, or 15.6%, to $64.1 million for the year ended September 30, 2024 from $76.0 million for the year ended September 30, 2023.

This decrease was primarily driven by a decrease in both pre-owned boat sales and pre-owned boat gross profit margin.

Pre-owned boat gross profit as a percentage of pre-owned boat revenue was 20.5% for the year ended

September 30, 2024 as compared to 22.7% for the year ended September 30, 2023.

The pre-owned gross profit margin primarily decreased as a result of the normalization of pre-owned boat pricing following the COVID-19 pandemic and a mix shift in the components of pre-owned sales including a reduction in brokerage sales.

We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consignment and wholesale), which may cause periodic and seasonal fluctuations in pre-owned boat gross profit as a percentage of revenue.

Pre-owned boat gross profit increased by $1.4 million, or 2.2%, to $65.5 million for the year ended September 30, 2025 from $64.1 million for the year ended September 30, 2024.

This increase was primarily driven by an increa se in pre-owned boat sales, partially offset by the decrease in pre-owned boat gross profit margins.

P re-owned boat gross profit as a percentage of pre-owned boat revenue was 18.0% for the year ended September 30, 2025 as compared to 20.5% for the year ended September 30, 2024.

The pre-owned gross profit margin decrease was primarily due to the strategic pricing to drive sales growth and maintain a healthy level of inventory as well as the mix shift in the components of pre-owned sales (e.g., trade-ins, brokerage, consignment and wholesale), which can cause fluctuations in pre-owned boat gross profit margin.

Finance & Insurance Gross Profit

Finance & insurance gross profit decreased by $4.8 million, or 8.6%, to $51.5 million for the year ended September 30, 2024 from $56.3 million for the year ended September 30, 2023.

Finance & insurance gross profit increased by $3.5 million, or 6.7%, to $55.0 million for the year ended September 30, 2025 from $51.5 million for the year ended September 30, 2024.

Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Service, Parts & Other Gross Profit

Service, parts & other gross profit decreased by $11.8 million, or 8.8%, to $122.6 million for the year ended September 30, 2024 from $134.4 million for the year ended September 30, 2023.

The decrease in gross profit was primarily the result of the decrease in sales in our Distribution segment and our 2023 Dispositions, specifically Roscioli Yachting Center.

Service, parts & other gross profit increased by $0.7 million, or 0.6%, to $123.3 million for the year ended September 30, 2025 from $122.6 million for the year ended September 30, 2024.

The increase in gross profit was primarily the result of the increase in service, parts & other sales, partially offset by a decrease in service, parts & other gross profit margin.

Service, parts & other gross profit as a percentage of service, parts & other revenue was 41.8% and 42.2% for the years ended September 30, 2025 and 2024, respectively.

The increase in gross profit margin was due to a slight shift in the mix of revenue towards service labor which has a higher gross profit percentage.

The decrease in gross profit margin was primarily due to rising labor costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by $12.8 million, or 3.7%, to $332.7 million for the year ended September 30, 2024 from $345.5 million for the year ended September 30, 2023.

This decrease was primarily due to our variable cost structure, which resulted in a decrease in commissions as a result of declining gross margins, and cost savings from the 2024 restructuring activities.

Selling, general and administrative expenses as a percentage of revenue increased to 18.8% from 17.8% for the years ended September 30, 2024 and 2023, respectively.

The increase in selling, general and administrative expenses as a percentage of revenue was primarily due to the reduction of revenues, which resulted in a lower cost leverage for the year ended September 30, 2024 .

Selling, general and administrative expenses increased by $10.6 million, or 3.2%, to $343.3 million for the year ended September 30, 2025 from $332.7 million for the year ended September 30, 2024.

This increase was primarily due to expenses incurred to support the overall increase in revenues.

Selling, general and administrative expenses as a percentage of revenue decreased to 18.3% from 18.8% for the years ended September 30, 2025 and 2024, respectively.

The decrease in selling, general and administrative expenses as a percentage of revenue was driven by higher revenues and ongoing reductions in the Company’s expense structure.

Depreciation and Amortization

Depreciation and amortization expense decreased $4.5 million, or 18.8%, to $19.4 million for the year ended September 30, 2024 compared to $23.9 million for the year ended September 30, 2023.

The decrease in depreciation and amortization expense is primarily due to a reduction in intangible assets due to the prior year impairment charge as well as a reduction in property and equipment related to the 2023 Dispositions.

These decreases were partially offset by the increase in property and equipment during the year ended September 30, 2024 to support operations.

Depreciation and amortization expense increased $2.2 million, or 11.5%, to $21.6 million for the year ended September 30, 2025 compared to $19.4 million for the year ended September 30, 2024.

The increase in depreciation and amortization expense is primarily due to property and equipment additions du ring the year ended September 30, 2025 to support operations.

Transaction Costs

The decrease in transaction costs of $0.3 million, or 16.8%, to $1.5 million for the year ended September 30, 2024 compared to $1.8 million for the year ended September 30, 2023 was primarily attributable to the reduction in acquisition activity during the year ended September 30, 2024 compared to the year ended September 30, 2023.

Transaction costs remained flat at $1.5 million for the year ended September 30, 2025 compared to $1.5 million for the year ended September 30, 2024 which is attributable to similar level of acquisition activity.

Change in Fair Value of Contingent Consideration

During the year ended September 30, 2024, we recognized a loss of $4.2 million related to updated forecasts and accretion of contingent consideration liabilities related to previous acquisitions.

During the year ended September 30, 2025, we recognized income of $2.1 million related to updated forecasts related to previous acquisitions, partially offset by accretion of contingent consideration liabilities.

Restructuring and Impairment

During the year ended September 30, 2025, we recognized restructuring and impairment charges of $149.7 million, of which $145.8 million is for impairment of goodwill and identifiable intangible assets as a result of the quantitative assessment of the fair values compared to the carrying values of goodwill and identifiable intangible assets for the Dealerships and Distribution segments .

The impairment was largely driven by a decline in margins as well as a decrease in the Company's market capitalization.

The remaining $3.9 million is due to various restructuring activities, of which $2.3 million is recorded in restructuring and impairment and $1.6 million is recorded in new boat cost of sales in the consolidated statements of operations.

During the year ended September 30, 2024, we recognized restructuring and impairment charges of $12.4 million as a result of proactive changes to better align our cost structure with the normalization of sales and margins which resulted in a reduction of headcount and retail locations, cancellation of certain dealer agreements, and the cancellation of certain in-process information and technology ("IT") related projects.

During the year ended September 30, 2023, we recognized a loss on impairment of $147.4 as a result of the quantitative assessment of the fair values compared to the carrying values of goodwill and identifiable intangible assets for the Dealerships and Distribution segments.

The impairment was largely driven by a decline in the Distribution segment's results as well as a decrease in the Company's market capitalization.

Income from Operations

Income from operations increased $46.8 million, or 258.8%, to $64.8 million for the year ended September 30, 2024 compared to $18.1 million for the year ended September 30, 2023.

The increase was primarily attributable to the $135.0 million decrease in restructuring and impairment charges and a $12.8 million decrease in selling, general and administrative expenses, partially offset by a $100.1 million decrease in gross profit during the same periods.

(Loss) Income from Operations

(Loss) income from operations decreased $150.3 million, or 231.8%, to a loss from operations of $85.5 million for the year ended September 30, 2025 compared to income from operations of $64.8 million for the year ended September 30, 2024.

The decrease was primarily attributable to the $135.8 million increase in restructuring and impairment charges, a $10.6 million increase in selling, general and administrative expenses and a $8.0 million decrease in gross profit, partially offset by a $6.4 million change in the change in fair value of contingent consideration during the same periods.

Interest Expense – Floor Plan

Interest expense – floor plan increased $9.0 million, or 35.9%, to $34.1 million for the year ended September 30, 2024 compared to $25.1 million for the year ended September 30, 2023.

The increase in floor plan interest expense is primarily attributable to an increase in interest rates and the average inventory for the year ended September 30, 2024 compared to the year ended September 30, 2023.

Interest expense – floor plan decreased $5.6 million, or 16.5%, to $28.5 million for the year ended September 30, 2025 compared to $34.1 million for the year ended September 30, 2024.

The decrease in floor plan interest expense is primarily attributable to a decrease in the average inventory as well as favorable impact of interest rate swaps for the year ended September 30, 2025 compared to the year ended September 30, 2024.

Interest Expense – Other

Interest expense – other increased $2.5 million, or 7.2%, to $37.1 million for the year ended September 30, 2024 compared to $34.6 million for the year ended September 30, 2023.

The increase was primarily attributable to an increase in interest rates.

Other Expense (Income), Net

Other expense (income), net decreased by $0.9 million to less than $0.1 million of expense for the year ended September 30, 2024 , compared to $1.0 million of expense for the year ended September 30, 2023 .

The decrease is primarily attributable to the change in expenses associated with natural disasters and their respective insurance proceeds.

Income Tax (Benefit) Expense

Income tax benefit decreased by $3.3 million, or 95.4%, to an income tax benefit of $0.2 million for the year ended September 30, 2024, compared to an income tax benefit $3.4 million for the year ended September 30, 2023.

The decrease was primarily attributable to the 85.1% decrease in loss before income tax benefit.

The change in loss before income tax benefit was primarily related to the decrease in restructuring and impairment charges.

Net (loss) Income

Net loss decreased by $32.9 million to a net loss of $6.2 million for the year ended September 30, 2024, compared to net loss of $39.1 million for the year ended September 30, 2023.

The decrease was primarily attributable to the decrease in restructuring and impairment charges and selling, general and administrative expenses, partially offset by the decrease in gross profit and increase in interest expense – floor plan during the same periods.

Interest expense – other decreased $0.9 million, or 2.3%, to $36.2 million for the year ended September 30, 2025 compared to $37.1 million for the year ended September 30, 2024.

The decrease was primarily attributable to lower interest rates for the year ended September 30, 2025 compared to the year ended September 30, 2024 .

Other Expense, Net

Other expense, net increased to $1.4 million of expense for the year ended September 30, 2025 , compared to less than $0.1 million of expense for the year ended September 30, 2024 .

The increase is primarily attributable to the change in expenses associated with natural disasters and their respective insurance proceeds, which primarily had a positive impact on the year ended September 30, 2024 .

Income Tax Benefit

Income tax benefit increased by $35.1 million to an income tax benefit of $35.3 million for the year ended September 30, 2025, compared to an income tax benefit $0.2 million for the year ended September 30, 2024.

The increase was primarily attributable to the increase in loss before income tax benefit.

The increase in loss before income tax benefit was primarily related to the impairment of goodwill and identifiable intangible assets for the Dealerships and Distribution segments.

Net loss increased by $110.1 million to a net loss of $116.2 million for the year ended September 30, 2025, compared to net loss of $6.2 million for the year ended September 30, 2024.

The increase was primarily attributable to the $145.8 million goodwill and intangible asset impairment, partially offset by a $35.1 million increase in income tax benefit for the year ended September 30, 2025 as compared to the year ended September 30, 2024 .

Results of Operations

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Interest expense – other 37,050 2.1 % 34,557 1.8 % 2,493 7.2 %

Loss on extinguishment of debt — 0.0 % 356 0.0 % (356) -100.0 %

Other expense (income), net 14 — % 953 — % (939) -98.5%

Income before income tax expense (42,523) -2.2 % 195,836 11.2 % (238,359) -121.7 %

Income tax expense (3,412) -0.2 % 43,225 2.5 % (46,637) -107.9 %

Net income (39,111) -2.0 % 152,611 8.7 % (191,722) -125.6 %

Net loss before income tax benefit (6,333) -0.4 % (42,523) -2.2 % 36,190 -85.1 %

Income tax benefit (157) — % (3,412) -0.2 % 3,255 -95.4 %

Net loss (6,176) -0.3 % (39,111) -2.0 % 32,935 -84.2 %

Net income attributable to non-controlling interests (119) (3,810)

Net income attributable to non-controlling interests of One Water Marine Holdings, LLC 4,329 (18,669)

Net income attributable to OneWater Marine Inc.

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC 590 4,329

Net loss attributable to OneWater Marine Inc.

$ (5,705) $ (38,592)

Overall, revenue increased by $191.5 million, or 11.0%, to $1,936.3 million for the year ended September 30, 2023 from $1,744.8 million for the year ended September 30, 2022.

Revenue generated from Dealership same-store sales increased 3.0% for the year ended September 30, 2023 as compared to the year ended September 30, 2022, primarily due to an increase in the average selling price of new and pre-owned boats, the number of pre-owned boats sold, the model mix of boats sold, and an increase in service, parts & other sales.

Overall revenue increased by $48.1 million as a result of our increase in Dealership same-store sales and $143.4 million from revenue increases in our Distribution segment as well as revenue not eligible for inclusion in the Dealership same-store sales base.

New and acquired dealerships become eligible for inclusion in the comparable dealership base at the end of the dealership’s thirteenth month of operations under our ownership, and revenues are only included for identical months in the same-store base periods.

For the years ended September 30, 2023 and 2022, we completed 3 and 8 acquisitions, respectively.

Overall, revenue decreased by $163.7 million, or 8.5%, to $1,772.6 million for the year ended September 30, 2024 from $1,936.3 million for the year ended September 30, 2023.

The decrease was primarily attributable to softer demand within the broader recreational marine market, the impact of Hurricane Helene and the impact of the 2023 Dispositions.

New Boat Sales

New boat sales increased by $84.4 million, or 7.4%, to $1,223.7 million for the year ended September 30, 2023 from $1,139.3 million for the year ended September 30, 2022.

The increase was the result of our Dealership same-store sales growth during the twelve-month period, our acquisitions and an increase in our average selling price.

We believe the increase in sales was primarily due to continued execution of operational improvements on previously acquired dealers, the mix on boat brands and models sold, and product improvements in the functionality of technology which drove average unit prices higher.

New boat sales decreased by $105.4 million, or 8.6%, to $1,118.3 million for the year ended September 30, 2024 from $1,223.7 million for the year ended September 30, 2023.

The decrease was the result of the reduction in Dealership same-store sales, driven by a drop in unit sales.

We believe the decrease in sales was primarily due to softer demand within the broader recreational marine market and the impact of Hurricane Helene.

Pre-owned Boat Sales

Pre-owned boat sales increased by $39.6 million, or 13.4%, to $334.5 million for the year ended September 30, 2023 from $294.8 million for the year ended September 30, 2022.

Pre-owned boat sales decreased by $22.3 million, or 6.7%, to $312.2 million for the year ended September 30, 2024 from $334.5 million for the year ended September 30, 2023.

The increase in pre-owned boat sales was primarily attributable to an increase in the number of units sold and average selling price which was driven by Dealership same-store sales growth and acquisition growth.

Finance & Insurance Income

Finance & insurance income increased by $0.3 million, or 0.6%, to $56.3 million for the year ended September 30, 2023 from $56.0 million for the year ended September 30, 2022.

The increase was primarily due to the additional new and pre-owned boat revenues, partially offset by the declining spreads charged to customers with the current high interest-rate environment.

We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships.

Finance & insurance income decreased by $4.8 million, or 8.6%, to $51.5 million for the year ended September 30, 2024 from $56.3 million for the year ended September 30, 2023.

The decrease was primarily due to the reduction in new and pre-owned boat revenues.

Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer.

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Service, Parts & Other Sales

Service, parts & other sales increased by $67.1 million, or 26.4%, to $321.8 million for the year ended September 30, 2023 from $254.7 million for the year ended September 30, 2022.

This increase in service, parts & other sales is primarily due to the contributions from our recently acquired parts and accessories businesses, including Ocean Bio-Chem, as well as increases across the board in labor, parts, fuel and storage sales, driven by ancillary sales generated from our increase in new and pre-owned boat sales at our dealerships.

Revenue for the Distribution segment are reported in service, parts & other sales and totaled $181.1 million and $135.9 million for the years ended September 30, 2023 and 2022, respectively.

Service, parts & other sales decreased by $31.2 million, or 9.7%, to $290.7 million for the year ended September 30, 2024 from $321.8 million for the year ended September 30, 2023.

This decrease in service, parts & other sales is primarily due to a reduction in parts and accessories sold to OEMs as boat manufacturers reduced production.

Revenue for the Distribution segment is reported in service, parts & other sales and totaled $156.1 million and $181.1 million for the years ended September 30, 2024 and 2023, respectively.

Excluding the impact from the 2023 Dispositions, Dealership segment service, parts & other sales were positive.

Overall, gross profit decreased by $100.1 million, or 18.7%, to $435.1 million for the year ended September 30, 2024 from $535.1 million for the year ended September 30, 2023.

This decrease was mainly due to industry margin normalization and the return of seasonality, partially offset by the impact of the 2023 Acquisitions, the 2022 Acquisitions and the Company’s focus on dynamic pricing.

This decrease was mainly due to moderated boat pricing as a result of the industry normalization following the COVID-era environment.

Overall gross margins decreased 310 basis points to 24.5% for the year ended September 30, 2024 from 27.6% for the year ended September 30, 2023 due to the factors noted below.

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New boat gross profit decreased by $71.6 million, or 26.7%, to $196.9 million for the year ended September 30, 2024 from $268.5 million for the year ended September 30, 2023.

This decrease was due to the decrease in new boat gross profit margin.

This decrease was due to the decrease in both new boat sales and new boat gross profit margin.

New boat gross profit as a percentage of new boat revenue was 17.6% for the year ended September 30, 2024 as compared to 21.9% in the year ended September 30, 2023.

The decrease in new boat gross profit and gross profit margin is due primarily to the normalization of new boat pricing following the COVID-19 pandemic and the return of seasonality.

The decrease in new boat gross profit and gross profit margin is due primarily to the continued normalization of new boat pricing and consumer demand following the COVID-19 pandemic.

Additionally, we have made strategic efforts to ensure inventory levels are healthy as we transition to our non-peak season.

Pre-owned Boat Gross Profit

Pre-owned boat gross profit decreased by $11.8 million, or 15.6%, to $64.1 million for the year ended September 30, 2024 from $76.0 million for the year ended September 30, 2023.

This decrease was primarily driven by a decrease in pre-owned boat gross profit margin.

This decrease was primarily driven by a decrease in both pre-owned boat sales and pre-owned boat gross profit margin.

Pre-owned boat gross profit as a percentage of pre-owned boat revenue was 20.5% for the year ended September 30, 2024 as compared to 22.7% for the year ended September 30, 2023.

The pre-owned gross profit margin primarily decreased as a result of the normalization of pre-owned boat pricing following the COVID-19 pandemic, the return of seasonality and a mix shift in the components of pre-owned sales including a reduction in brokerage sales.

Finance & Insurance Gross Profit

Finance & insurance gross profit increased by $0.3 million, or 0.6%, to $56.3 million for the year ended September 30, 2023 from $56.0 million for the year ended September 30, 2022.

Finance & insurance gross profit decreased by $4.8 million, or 8.6%, to $51.5 million for the year ended September 30, 2024 from $56.3 million for the year ended September 30, 2023.

Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Service, Parts & Other Gross Profit

Service, parts & other gross profit increased by $23.7 million, or 21.4%, to $134.4 million for the year ended September 30, 2023 from $110.7 million for the year ended September 30, 2022.

The increase in gross profit was primarily the result of our acquisitions of parts and accessories businesses, including Ocean Bio-Chem, but was also further enhanced by our Dealership sales growth.

Service, parts & other gross profit decreased by $11.8 million, or 8.8%, to $122.6 million for the year ended September 30, 2024 from $134.4 million for the year ended September 30, 2023.

The decrease in gross profit was primarily the result of the decrease in sales in our Distribution segment and our 2023 Dispositions, specifically Roscioli Yachting Center.

Service, parts & other gross profit as a percentage of service, parts & other revenue was 42.2% and 41.8% for the years ended September 30, 2024 and 2023, respectively.

The decrease in gross profit margin was due to a shift in the mix of revenue towards parts and accessories which has a lower gross profit percentage than service and other sales, as well as rising labor costs.

Although the service, parts & other mix shifted and led to a year over year decrease in margin percentage, our parts and accessories gross profit percentage was still accretive to the overall company gross profit percentage of 27.6% for the year ended September 30, 2023 .

The increase in gross profit margin was due to a slight shift in the mix of revenue towards service labor which has a higher gross profit percentage.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $43.4 million, or 14.4%, to $345.5 million for the year ended September 30, 2023 from $302.1 million for the year ended September 30, 2022.

This increase was primarily due to expenses incurred to support the overall increase in revenues.

Selling, general and administrative expenses decreased by $12.8 million, or 3.7%, to $332.7 million for the year ended September 30, 2024 from $345.5 million for the year ended September 30, 2023.

Selling, general and administrative expenses as a percentage of revenue increased to 18.8% from 17.8% for the years ended September 30, 2024 and 2023, respectively.

The increase in selling, general and administrative expenses as a percentage of revenue was primarily due to higher administrative expenses for the acquisitions in our Distribution segment, higher marketing expenses and increased costs as a result of the current personnel environment for the year ended September 30, 2023 .

Depreciation and Amortization

Depreciation and amortization expense increased $8.3 million, or 53.1%, to $23.9 million for the year ended September 30, 2023 compared to $15.6 million for the year ended September 30, 2022.

The increase in depreciation and amortization expense is primarily due to an increase in amortization of identifiable intangible assets for the 2022 Acquisitions, as well as an increase in our property and equipment.

Depreciation and amortization expense decreased $4.5 million, or 18.8%, to $19.4 million for the year ended September 30, 2024 compared to $23.9 million for the year ended September 30, 2023.

These decreases were partially offset by the increase in property and equipment during the year ended September 30, 2024 to support operations.

Transaction Costs

The decrease in transaction costs of $5.9 million, or 76.2%, to $1.8 million for the year ended September 30, 2023 compared to $7.7 million for the year ended September 30, 2022 was primarily attributable to the fewer number of acquisitions completed during the year ended September 30, 2023 compared to those completed during the year ended September 30, 2022.

Change in Fair Value of Contingent Consideration

During the year ended September 30, 2023, we recognized income of $1.6 million related to updated forecasts and accretion of contingent consideration liabilities related to fiscal 2021, 2022 and 2023 acquisitions.

During the year ended September 30, 2024, we recognized a loss of $4.2 million related to updated forecasts and accretion of contingent consideration liabilities related to previous acquisitions.

Restructuring and impairment

1 unchanged sentence

Income from Operations

Income from operations decreased $199.8 million, or 91.7%, to $18.1 million for the year ended September 30, 2023 compared to $217.8 million for the year ended September 30, 2022.

The decrease was primarily attributable to the 147.4 million loss on impairment, a $43.4 million increase in selling, general and administrative expenses and a $18.5 million decrease in gross profit, partially offset by a $5.9 million decrease in transaction costs and a $12.0 million decrease in the change in fair value of contingent consideration during the same periods.

Income from operations increased $46.8 million, or 258.8%, to $64.8 million for the year ended September 30, 2024 compared to $18.1 million for the year ended September 30, 2023.

Interest Expense – Floor Plan

3 unchanged sentences

Interest expense – other increased $2.5 million, or 7.2%, to $37.1 million for the year ended September 30, 2024 compared to $34.6 million for the year ended September 30, 2023.

The increase was primarily attributable to the increase in the average balance of our long term debt during the year ended September 30, 2023 compared to the average balance during the year ended September 30, 2022 as well as an increase in interest rates.

Loss on Extinguishment of Debt

We incurred no debt extinguishment expenses for the year ended September 30, 2023, as compared to $0.4 million in debt extinguishment expenses for the year ended September 30, 2022, related to the August 9, 2022 amendment of our term debt.

The increase was primarily attributable to an increase in interest rates.

Other Expense (Income), Net

Other expense (income), net decreased by $2.8 million to $1.0 million of expense for the year ended September 30, 2023 , compared to $3.8 million of expense for the year ended September 30, 2022 .

The decrease is primarily attributable to the decrease in the unrealized loss on an equity investment and expenses associated with Hurricane Ian recorded, partially offset by the loss on disposal of businesses during the year ended September 30, 2023 .

The decrease is primarily attributable to the change in expenses associated with natural disasters and their respective insurance proceeds.

Income Tax (Benefit) Expense

Income tax (benefit) expense changed by $46.6 million, or 107.9%, to an income tax benefit of $3.4 million for the year ended September 30, 2023, compared to income tax expense $43.2 million for the year ended September 30, 2022.

The change was primarily attributable to the 121.7% decrease in income before tax expense which was primarily related to the loss on impairment.

Net (loss) Income

Net (loss) income changed by $191.7 million to a net loss of $(39.1) million for the year ended September 30, 2023, compared to net income of $152.6 million for the year ended September 30, 2022.

The change was primarily attributable to the $147.4 million loss on impairment, the increases in selling, general and administrative expenses, interest expense – floor plan and interest expense – other, all partially offset by the decrease in the change in fair value of contingent consideration during the same periods.

The decrease was primarily attributable to the 85.1% decrease in loss before income tax benefit.

The change in loss before income tax benefit was primarily related to the decrease in restructuring and impairment charges.

Net loss decreased by $32.9 million to a net loss of $6.2 million for the year ended September 30, 2024, compared to net loss of $39.1 million for the year ended September 30, 2023.

Comparison of Non-GAAP Financial Measures

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We view Adjusted EBITDA as an important indicator of performance.

We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, gain (loss) on extinguishment of debt, restructuring and impairment, stock-based compensation and transaction costs.

Our Board, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the change in fair value of contingent consideration, gain (loss) on extinguishment of debt, income tax (benefit) expense, restructuring and impairment, stock-based compensation and transaction costs) that impact the comparability of financial results from period to period.

We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, restructuring and impairment, stock-based compensation and transaction costs.

Our Board, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the change in fair value of contingent consideration, income tax (benefit) expense, restructuring and impairment, stock-based compensation and transaction costs) that impact the comparability of financial results from period to period.

We present Adjusted EBITDA because we believe it provides useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.

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We believe that the presentation of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance.

Net income is the GAAP measure most directly comparable to Adjusted EBITDA.

Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA.

Our non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure.

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Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

The following tables present a reconciliation of Adjusted EBITDA to our net (loss) income, which is the most directly comparable GAAP measure for the periods presented.

The following tables present a reconciliation of Adjusted EBITDA to our net income (loss), which is the most directly comparable GAAP measure for the periods presented.

Year Ended September 30, 2025, Compared to Year Ended September 30, 2024.

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($ in thousands)

Net (loss) income $ (6,176) $ (39,111) $ 32,935

Net loss $ (116,230) $ (6,176) $ (110,054)

Interest expense – other 36,183 37,050 (867)

Income tax (benefit) expense (157) (3,412) 3,255

Income tax benefit (35,301) (157) (35,144)

Depreciation and amortization 24,440 22,187 2,253

3 unchanged sentences

Restructuring and impairment 149,678 15,318 134,360

Other expense (income), net 14 953 (939)

Other expense, net 1,429 14 1,415

Adjusted EBITDA $ 70,112 $ 82,457 $ (12,345)

Adjusted EBITDA was $70.1 million for the year ended September 30, 2025 compared to $82.5 million for the year ended September 30, 2024.

The decrease in Adjusted EBITDA resulted from the decrease in gross profit and the increase in interest expense - floor plan, partially offset by the decrease in selling, general and administrative expenses for the year ended September 30, 2024 as compared to the year ended September 30, 2023.

The decrease in Adjusted EBITDA resulted from t he decrease in gross profit and the increase in selling, general, and administrative expenses, partially offset by the decrease in interest expense - floor plan for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

Year Ended September 30, 2024, Compared to Year Ended September 30, 2023.

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($ in thousands)

Net (loss) income $ (39,111) $ 152,611 $ (191,722)

Net loss $ (6,176) $ (39,111) $ 32,935

Interest expense – other 37,050 34,557 2,493

Income tax (benefit) expense (3,412) 43,225 (46,637)

Income tax benefit (157) (3,412) 3,255

Depreciation and amortization 22,187 26,788 (4,601)

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Transaction costs 1,530 1,839 (309)

Loss on extinguishment of debt — 356 (356)

Restructuring and impairment 15,318 147,402 (132,084)

Other expense (income), net 953 3,793 (2,840)

Other expense, net 14 953 (939)

Adjusted EBITDA $ 82,457 $ 176,373 $ (93,916)

Adjusted EBITDA was $82.5 million for the year ended September 30, 2024 compared to $176.4 million for the year ended September 30, 2023.

The decrease in Adjusted EBITDA resulted from the decrease in gross profit, the increase in selling, general and administrative expenses and the increase in interest expense - floor plan for the year ended September 30, 2023 as compared to the year ended September 30, 2022.

Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share

We view Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share as important indicators of performance.

We define Adjusted Net Income Attributable to OneWater Marine Inc.

The decrease in Adjusted EBITDA resulted from the decrease in gross profit and the increase in interest expense - floor plan, partially offset by the decrease in selling, general and administrative expenses fo r the year ended September 30, 2024 as compared to the year ended September 30, 2023.

Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share

We view Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share as important indicators of performance.

We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

as net income (loss) attributable to OneWater Marine Inc.

before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC.

Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate.

Management also reports Adjusted Diluted Earnings Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc.

Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc.

noted above on a per share basis.

Our Board, management team and lenders use Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of unusual or one time charges and other items (such as the change in fair value of contingent consideration, intangible amortization, restructuring and impairment and transaction costs) that impact the comparability of financial results from period to period.

We present Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.

Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share are not financial measures presented in accordance with GAAP.

Our Board, management team and lenders use Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of unusual or one time charges and other items (such as the change in fair value of contingent consideration, intangible amortization, restructuring and impairment and transaction costs) that impact the comparability of financial results from period to period.

We present Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.

Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share are not financial measures presented in accordance with GAAP.

We believe that the presentation of these non-GAAP financial measures will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance.

Net income (loss) attributable to OneWater Marine Inc.

is the GAAP measure most directly comparable to Adjusted Net Income Attributable to OneWater Marine Inc.

and Net earnings (loss) per share of Class A common stock - diluted is the GAAP measure most directly comparable to Adjusted Diluted Earnings Per Share.

is the GAAP measure most directly comparable to Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and net earnings (loss) per share of Class A common stock - diluted is the GAAP measure most directly comparable to Adjusted Diluted Earnings (Loss) Per Share.

Our non-GAAP financial measures should not be considered as an alternative to the most directly comparable GAAP financial measure.

You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis.

In evaluating Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation.

Our presentation of Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

There can be no assurance that we will not modify the presentation of Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share in the future, and any such modification may be material.

Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share have important limitations as analytical tools and you should not consider Adjusted Net Income Attributable to OneWater Marine Inc.

or Adjusted Diluted Earnings Per Share in isolation or as a substitute for analysis of our results as reported under GAAP.

Because Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share may be defined differently by other companies in our industry, our definition of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

The following tables present a reconciliation of Adjusted Net Income Attributable to OneWater Marine Inc.

In evaluating Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation.

Our presentation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

There can be no assurance that we will not modify the presentation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share in the future, and any such modification may be material.

Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share have important limitations as analytical tools and you should not consider Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

or Adjusted Diluted Earnings (Loss) Per Share in isolation or as a substitute for analysis of our results as reported under GAAP.

Because Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings (Loss) Per Share may be defined differently by other companies in our industry, our definition of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

The following tables present a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

to our net income (loss) attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share to our net earnings (loss) per share of Class A common stock - diluted, which are the most directly comparable GAAP measures for the periods presented.

and Adjusted Diluted Earnings (Loss) Per Share to our net earnings (loss) per share of Class A common stock - diluted, which are the most directly comparable GAAP measures for the periods presented.

Year Ended September 30, 2025, Compared to Year Ended September 30, 2024.

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Restructuring and impairment 149,678 15,318 134,360

Other expense (income), net 14 953 (939)

Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) (2,606) (14,744) 12,138

Adjustments to income tax expense (2) (6,060) (33,875) 27,815

Other expense, net 1,429 14 1,415

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC (1) (568) (2,606) 2,038

Adjustments to income tax benefit (2) (36,345) (6,060) (30,285)

Adjusted net income attributable to OneWater Marine Inc.

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Restructuring and impairment 9.43 1.05 8.38

Other expense (income), net — 0.07 (0.07)

Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) (0.18) (1.03) 0.85

Adjustments to income tax expense (2) (0.42) (2.36) 1.94

Other expense, net 0.09 — 0.09

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC (1) (0.04) (0.18) 0.14

Adjustments to income tax benefit (2) (2.29) (0.42) (1.87)

Adjustment for dilutive shares (3) (0.01) (0.01) —

Adjusted earnings per share of Class A common stock - diluted $ 0.44 $ 0.98 $ (0.54)

(1) Represents an allocation of the impact of reconciling items to our non-controlling interest.

(2) Represents an adjustment of all reconciling items at an effective tax rate of 23%.

(1) Represents an allocation of the impact of reconciling items to our non-controlling interest prior to the Final Redemption.

(2) Represents an adjustment of all reconciling items at an effective tax rate.

(3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.

Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share were $14.6 million and $0.98, respectively, for the year ended September 30, 2024 compared to $74.8 million and $5.10, respectively, for the year ended September 30, 2023.

and Adjusted Diluted Earnings Per Share were $7.1 million and $0.44, respectively, for the year ended September 30, 2025, compared to Adjusted Net Income Attributable to OneWater Marine Inc.

and Adjusted Diluted Earnings Per Share of $14.6 million and $0.98, respectively, for the year ended September 30, 2024.

The decrease in Adjusted Net Income Attributable to OneWater Marine Inc.

resulted from the decrease in gross profit and the increases in interest expense - floor plan, partially offset by the decrease in selling, general and administrative expenses for the year ended September 30, 2024, each as compared to the year ended September 30, 2023.

resulted from the decrease in gross profit, the increase in selling, general, and administrative expenses, and the increase in depreciation, partially offset by the decrease in interest expense - floor plan for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.

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($ in thousands, except per share data)

Net (loss) income attributable to OneWater Marine Inc.

Net loss attributable to OneWater Marine Inc.

$ (5,705) $ (38,592) $ 32,887

8 unchanged sentences

14,581 74,815 (60,234)

Net (loss) earnings per share of Class A common stock - diluted $ (2.69) $ 9.13 $ (11.82)

Net loss per share of Class A common stock - diluted $ (0.39) $ (2.69) $ 2.30

Transaction costs 0.10 0.13 (0.03)

7 unchanged sentences

Adjusted earnings per share of Class A common stock - diluted $ 0.98 $ 5.10 $ (4.12)

(1) Represents an allocation of the impact of reconciling items to our non-controlling interest.

(2) Represents an adjustment of all reconciling items at an effective tax rate of 23%.

(1) Represents an allocation of the impact of reconciling items to our non-controlling interest prior to the Final Redemption.

(2) Represents an adjustment of all reconciling items at an effective tax rate.

(3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.

2 unchanged sentences

The decrease in Adjusted Net Income Attributable to OneWater Marine Inc.

resulted from the decrease in gross profit, the increase in selling, general and administrative expenses and the increases in interest expense - floor plan and interest expense - other, all partially offset by the decrease in income tax expense for the year ended September 30, 2023, each as compared to the year ended September 30, 2022.

The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.

Our business, along with the entire boating 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.

15 unchanged sentences

As a result, our ability to make payments under the A&R Credit Facility and any other debt obligations or to declare dividends could be limited.

Our cash needs are primarily for growth through acquisitions and working capital to support our operations, including new and pre-owned boat and related parts inventories and off-season liquidity.

Our cash needs are primarily for debt service, growth through acquisitions and working capital to support our operations, including new and pre-owned boat and related parts inventories and off-season liquidity.

We routinely monitor our cash flow to determine the amount of cash available to complete acquisitions.

We monitor our inventories, inventory aging and current market trends to determine our current and future inventory and related floorplan financing needs.

Based on current facts and circumstances, we believe we will have adequate cash flow from operations, borrowings under our Credit Facilities and proceeds from any future public or private issuances of debt or equity to fund our current operations, to make share repurchases and to fund essential capital expenditures and acquisitions for the next twelve months and beyond.

Based on current facts and circumstances, including our current maturities of long-term debt as reflected in the balance sheet, we plan to dispose of certain operations of the Distribution reporting segment (as discussed in Note 22) or explore alternative sources of cash proceeds in order to make payments required under our A&R Credit Facility by March 31, 2026.

We believe we will otherwise have adequate cash flow from operations, borrowings under our Credit Facilities, and proceeds from any future public or private issuances of debt or equity to fund our current operations, make other required debt repayments and to fund essential capital expenditures and acquisitions for the next twelve months and beyond.

Cash needs for acquisitions have historically been financed with our Credit Facilities and cash generated from operations.

2 unchanged sentences

Our ability to fund inventory purchases and operations depends on the collateral levels and our compliance with the covenants of the Inventory Financing Facility.

For the reporting period ended September 30, 2024, we were not in compliance with all covenants under the A&R Credit Facility and the Inventory Financing Facility;

however, the covenant noncompliance was waived pursuant to the amendments as described below under “Debt Agreements—A&R Credit Facility” and “Debt Agreements—Inventory Financing Facility.”

For the reporting period ended September 30, 2025, we were in compliance with all covenants under the A&R Credit Facility and the Inventory Financing Facility.

Analysis of Cash Flow Changes Between the Year Ended September 30, 2025 and 2024

2 unchanged sentences

($ in thousands) 2025 2024 Change

Net cash provided by (used in) operating activities $ 34,839 $ (129,760) $ 164,599

Net cash provided by (used in) investing activities 13,318 (51,601) 64,919

Net cash (used in) provided by financing activities (114,112) 213,715 (327,827)

Net cash provided by operating activities $ 91,753 $ 34,839 $ 56,914

Net cash (used in) provided by investing activities (11,604) 13,318 (24,922)

Net cash (used in) financing activities (42,614) (114,112) 71,498

Effect of exchange rate changes on cash and restricted cash (52) (18) (34)

1 unchanged sentence

Operating Activities .

Net cash provided by operating activities was $34.8 million for the year ended September 30, 2024 compared to net cash used in operating activities of $129.8 million for the year ended September 30, 2023.

The $164.6 million increase in cash provided by operating activities was primarily attributable to a $256.9 million decrease in the change in inventory, a $32.9 million decrease in net loss in addition to a $26.9 million decrease in the change in customer deposits , partially offset by a $146.9 million decrease in restructuring and impairment for the year ended September 30, 2024 as compared to the year ended September 30, 2023.

Net cash provided by operating activities was $91.8 million for the year ended September 30, 2025 compared to net cash provided by operating activities of $34.8 million for the year ended September 30, 2024.

The $56.9 million increase in cash provided by operating activities was primarily attributable to a $23.3 million increase in the change in inventory, a $16.7 million increase in the change in accounts receivable, a $50.1 million increase in the change in prepaid expenses and other current assets, and a $145.3 million increase in the loss on restructuring and impairment, partially offset by a $110.1 million increase in net loss, a $35.5 million increase in the deferred income tax provision, and a $50.9 million decrease in the change in customer deposits for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

Investing Activities .

Net cash provided by investing activities was $13.3 million for the year ended September 30, 2024 compared to net cash used in investing activities of $51.6 million for the year ended September 30, 2023.

The $64.9 million increase in cash provided by investing activities was primarily attributable to a $44.3 million increase in proceeds from disposal of a business and a $23.2 million decrease in cash used in acquisitions for the year ended September 30, 2024 as compared to the year ended September 30, 2023.

Net cash used in investing activities was $11.6 million for the year ended September 30, 2025 compared to net cash provided by investing activities of $13.3 million for the year ended September 30, 2024.

The $24.9 million increase in cash used in investing activities was primarily attributable to a $45.1 million decrease in proceeds from disposal of a business, partially offset by a $6.4 million decrease in cash used in acquisitions in addition to $13.9 million a decrease in purchases of property and equipment and construction in progress for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

Financing Activities .

Net cash used in financing activities was $114.1 million for the year ended September 30, 2024 compared to net cash provided by financing activities of $213.7 million for the year ended September 30, 2023.

The $327.8 million increase in cash used in financing activities was primarily attributable to a $265.3 million decrease in net borrowing from our Inventory Financing Facility and a $60.0 million increase in payments on long-term debt, partially offset by a $13.4 million increase in proceeds of long term debt for the year ended September 30, 2024 as compared to the year ended September 30, 2023.

Net cash used in financing activities was $42.6 million for the year ended September 30, 2025 compared to net cash used in financing activities of $114.1 million for the year ended September 30, 2024.

The $71.5 million decrease in cash used in financing activities was primarily attributable to a $21.9 million increase in net borrowings from our Inventory Financing Facility, a $36.2 million decrease in payments on long-term debt, and an $18.8 million payment to purchase the non-controlling interest of Quality Assets & Operations, LLC during the fiscal year September 30, 2024, partially offset by a $15.9 million decrease in proceeds of long term debt for the year ended September 30, 2025 as compared to the year ended September 30, 2024.

Analysis of Cash Flow Changes Between the Year Ended September 30, 2024 and 2023

2 unchanged sentences

($ in thousands) 2024 2023 Change

Net cash (used in) provided by operating activities $ (129,760) $ 7,447 $ (137,207)

Net cash used in investing activities (51,601) (476,844) 425,243

Net cash provided by financing activities 213,715 456,403 (242,688)

Net cash provided by (used in) operating activities $ 34,839 $ (129,760) $ 164,599

Net cash provided by (used in) investing activities 13,318 (51,601) 64,919

Net cash (used in) provided by financing activities (114,112) 213,715 (327,827)

Effect of exchange rate changes on cash and restricted cash (18) 9 $ (27)

1 unchanged sentence

Operating Activities .

Net cash used in operating activities was $129.8 million for the year ended September 30, 2023 compared to net cash provided by operating activities of $7.4 million for the year ended September 30, 2022.

The $137.2 million increase in cash used in operating activities was primarily attributable to a $191.7 million decrease in net income in addition to a $65.1 million increase in the change in inventory, partially offset by a $147.4 million increase in loss on impairment for the year ended September 30, 2023 as compared to the year ended September 30, 2022.

Investing Activities .

Net cash used in investing activities was $51.6 million for the year ended September 30, 2023 compared to $476.8 million for the year ended September 30, 2022.

The $425.2 million decrease in cash used in investing activities was primarily attributable to a $430.7 million decrease in cash used in acquisitions for the year ended September 30, 2023 as compared to the year ended September 30, 2022.

Financing Activities .

Net cash provided by financing activities was $213.7 million for the year ended September 30, 2023 compared to net cash provided by financing activities of $456.4 million for the year ended September 30, 2022.

The $242.7 million decrease in cash provided by financing activities was primarily attributable to a $382.5 million decrease in proceeds of long term debt, partially offset by a $66.8 million increase in net borrowing from our Inventory Financing Facility and a $69.7 million decrease in payments on long-term debt for the year ended September 30, 2023 as compared to the year ended September 30, 2022.

Share Repurchase Program

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

Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Securities Exchange Act of 1934, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements.

The Company made no repurchases during the fiscal year ended September 30, 2024.

Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Exchange Act, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements.

The Company made no repurchases during the year ended September 30, 2025.

As of September 30, 2025, the Company has repurchased and retired 73,487 shares of Class A common stock under the repurchase program for a purchase price of approximately $ 1.9 million .

The Company has $48.1 million remaining under the share repurchase program.

Any such share repurchases may be subject to a U.S.

federal excise tax.

Subject to certain exceptions and adjustments, the amount of the excise tax is generally 1% of the aggregate fair market value of the shares of stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year.

In the past, there have been proposals to increase the amount of the excise tax from 1% to 4%;

however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any change would take effect.

Debt Agreements

A&R Credit Facility

On August 9, 2022, we entered into the Amended and Restated Credit Agreement (the “A&R Credit Facility”), with certain of our subsidiaries, Truist Bank and the other lenders party thereto.

On August 9, 2022, we entered into the Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified, the “A&R Credit Facility”), with certain of our subsidiaries, Truist Bank and the other lenders party thereto.

The A&R Credit Facility provides for, among other things, (i) a $65.0 million revolving credit facility (including up to $5.0 million in swingline loans and up to $5.0 million in letters of credit from time to time) and (ii) a $445.0 million term loan facility.

Subject to certain conditions, the available amount under the Term Facility and the Revolving Facility may be increased by $125.0 million plus additional amounts subject to additional conditions (including satisfaction of a consolidated leverage ratio requirement) in the aggregate (with up to $50.0 million allocable to the Revolving Facility).

As of September 30, 2024, the Revolving Facility was scheduled to mature on August 9, 2027.

As of September 30, 2024, the Term Facility was repayable in installments beginning on December 31, 2022, with the remainder due on the earlier of (i) August 9, 2027 or (ii) the date on which the principal amount of all outstanding term loans have been declared or automatically have become due and payable pursuant to the terms of the A&R Credit Facility.

As of September 30, 2025 , the Revolving Facility was scheduled to mature on July 31, 2026.

The Term Facility was repayable in installments beginning on December 31, 2022, with the remainder due on the earlier of (i) July 31, 2026 or (ii) the date on which the principal amount of all outstanding term loans have been declared or automatically have become due and payable pursuant to the terms of the A&R Credit Facility.

On November 17, 2025 we entered into Amendment No.

7 to Amended and Restated Credit Agreement and Amendment to Pledge and Security Agreement ("Amendment No.

7) to, among other things, (i) modify certain definitions, covenants, terms and conditions, (ii) adjust the minimum fixed charge coverage ratio, (iii) adjust the maximum leverage ratio measures, (iv) adjust the minimum liquidity measure, and (v) modify the maturity date to be July 31, 2027, and in connection therewith, the repayment schedule, including certain adjustments to applicable interest rates.

Borrowings under the A&R Credit Facility bear interest, at our option, at either (a) a base rate (the “Base Rate”) equal to the highest of (i) the prime rate (as announced by Truist Bank from time to time), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (iii) Term SOFR (as defined in the A&R Credit Facility) for a one-month Interest Period (calculated on a daily basis after taking into account a floor equal to 0.00%) plus 1.00%, and (iv) 1.00%, in each case, plus an applicable margin ranging from 0.75% to 2.50%, or (b) Term SOFR, plus an applicable margin ranging from 1.75% to 3.50%.

Interest on swingline loans shall bear interest at the Base Rate plus an applicable margin ranging from 1.75% to 2.75%.

Interest on swingline loans shall bear interest at the Base Rate plus the applicable margin for Base Rate loans.

All applicable interest margins are based on certain consolidated leverage ratio measures.

The A&R Credit Facility is subject to certain financial covenants including the maintenance of a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio.

The A&R Credit Facility is subject to certain financial covenants including the maintenance of a minimum fixed charge coverage ratio, a maximum consolidated leverage ratio and a minimum liquidity measure.

The A&R Credit Facility also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Loan Parties (as defined in the A&R Credit Facility) to incur additional debt, transfer or dispose of all of their respective assets, make certain investments, loans or restricted payments and engage in certain transactions with affiliates.

The A&R Credit Facility also includes events of default, borrowing conditions, representations and warranties and provisions regarding indemnification and expense reimbursement.

The Company was not in compliance with all covenants for the reporting period ended September 30, 2024;

however, the covenant noncompliance was waived pursuant to Amendment No.

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

1 to Pledge and Security Agreement ("Amendment No.

6") entered into on November 13, 2024.

On November 13, 2024, the Company and certain of its subsidiaries entered into Amendment No.

6 with Truist Bank, as administrative agent, and other lenders party thereto.

Amendment No.

6 amended the Amended and Restated Credit Agreement to, among other things, (i) modify certain definitions, terms and conditions, (ii) adjust the minimum fixed charge coverage ratio, (iii) adjust the maximum leverage ratio measures, (iv) adjust the minimum liquidity measure, (v) modify the maturity date to be July 31, 2026, and in connection therewith, the repayment schedule, and (vi) waive certain covenant compliance requirements, including for the period ended September 30, 2024.

The Company was in compliance with all covenants for the reporting period ended September 30, 2025.

Inventory Financing Facility

On November 14, 2023, the Company entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, restated, supplemented or otherwise modified, the “Inventory Financing Facility”), which amended and restated the Seventh Amended and Restated Inventory Financing Agreement (the "Seventh Inventory Financing Facility") on substantially similar terms to, among other things, increase the maximum borrowing amount available to $650.0 million.

On November 14, 2023, we entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, restated, supplemented or otherwise modified, the “Inventory Financing Facility”) with certain of our subsidiaries, Wells Fargo Commercial

Distribution Finance, LLC ("Wells Fargo") and the other lender parties thereto.

Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers.

The Inventory Financing Facility expires on March 1, 2026.

As of September 30, 2025, t he Inventory Financing Facility was scheduled to expire on March 1, 2026 and the maximum borrowing capacity was $595.0 million.

On November 17, 2025, the Company entered into the Third Amendment to Eighth Amended and Restated Inventory Financing Agreement, Omnibus Amendment to Collateralized Guarantees, and First Amendment to Consent Agreement to, among other things, (i) modify certain definitions, terms and conditions, (ii) adjust the maximum funded debt to EBITDA ratio, (iii) adjust the minimum fixed charge coverage ratio, (iv) adjust the minimum liquidity measure, (v) permit certain consignment agreements entered into in the normal course of business, (vi) modify the termination date of the Third Agreement to be March 1, 2027, and (vii) adjust the maximum borrowing capacity to $497.1 million and permit an additional $38.7 million in availability for overtrade capacity.

Under the Inventory Financing Facility, interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory.

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The collateral for the Inventory Financing Facility consists primarily of our inventory that was financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts, and proceeds of the foregoing, and excludes the collateral that secures the A&R Credit Facility.

We are required to comply with certain financial and non-financial covenants under the Inventory Financing Facility, including certain provisions related to the Funded Debt to EBITDA Ratio, and the Fixed Charge Coverage Ratio (as defined in the Inventory Financing Facility).

We are required to comply with certain financial and non-financial covenants under the Inventory Financing Facility, including certain provisions related to the Funded Debt to EBITDA Ratio, the Fixed Charge Coverage Ratio and the Liquidity measure (as defined in the Inventory Financing Facility).

We are also subject to additional restrictive covenants, including restrictions on our ability to (i) use, sell, rent or otherwise dispose of any collateral securing the Inventory Financing Facility except for the sale of inventory in the ordinary course of business, (ii) incur certain liens, (iii) engage in any material transaction not in the ordinary course of business, (iv) change our business in any material manner or our organizational structure, other than as otherwise provided for in the Inventory Financing Facility, (v) engage in certain mergers or consolidations, (vi) acquire certain assets or ownership interests of any other person or entities, except for certain permitted acquisitions, (vii) guarantee or indemnify or otherwise become in any way liable with respect to certain obligations of any other person or entity, except as provided by the Inventory Financing Facility, (viii) redeem, retire, purchase or otherwise acquire, directly or indirectly, any of the equity of our acquired marine retailers (ix) make any change in any of our marine retailers’ capital structure or in any of their business objectives or operations which might in any way adversely affect the ability of such marine retailer to repay its obligations under the Inventory Financing Facility, (x) incur, create, assume, guarantee or otherwise become or remain liable with respect to certain indebtedness, and (xi) make certain payments of subordinated debt.

OneWater LLC and certain of its subsidiaries are restricted from, among other things, making cash dividends or distributions without the prior written consent of Wells Fargo.

Under the Inventory Financing Facility, among other exceptions, OneWater LLC may make distributions to its members for certain permitted tax payments subject to certain financial ratios, may make scheduled payments on certain subordinated debt, may make distributions to the Company for repurchases of the Company's common stock subject to certain financial ratios, and is permitted to make pro rata distributions to the OneWater Unit Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc.

in an amount sufficient to allow OneWater Inc.

to pay its taxes and to make payments under the Tax Receivable Agreement.

OneWater LLC’s subsidiaries are generally restricted from making loans or advances to OneWater LLC.

Our Chief Executive Officer, Philip Austin Singleton, Jr., and our President and Chief Operating Officer, Anthony Aisquith, provide certain personal guarantees of the Inventory Financing Facility.

Our Executive Chairman, Philip Austin Singleton, Jr., and our Chief Executive Officer, Anthony Aisquith, provide certain personal guarantees of the Inventory Financing Facility.

As of September 30, 2025 and September 30, 2024, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled $419.7 million and $443.4 million, respectively.

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The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages.

For the reporting period ended September 30, 2024, we were not in compliance with all covenants under the Inventory Financing Facility;

however, the covenant noncompliance was waived pursuant to the Consent, Waiver and Second Amendment to Eighth Amended and Restated Inventory Financing Agreement (the "November 2024 Inventory Financing Amendment") entered into on November 13, 2024.

The November 2024 Inventory Financing Amendment amends the Inventory Financing Facility to, among other things, (i) modify certain definitions, terms and conditions, (ii) adjust the minimum fixed charge coverage ratio, (iii) adjust the maximum funded debt to EBITDA ratio, (iv) establish a new minimum liquidity measure, (v) allow for certain swap transactions to mitigate risk in the ordinary course of business, (iv) reduce the maximum borrowing capacity to $595.0 million, and (vii) waive certain covenant compliance requirements, including for the period ended September 30, 2024.

For the reporting period ended September 30, 2025, we were in compliance with all covenants under the Inventory Financing Facility .

Notes Payable

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In connection with certain of our acquisitions of dealer groups, we have from time to time entered into notes payable agreements with the acquired entities to finance these acquisitions.

As of September 30, 2024 , our indebtedness associated with our acquisition notes payable totaled $1.1 million with an interest rate of 4.0% per annum and a maturity date of December 1, 2024.

A s of September 30, 2025, w e have no indebtedness associated with acquisition notes payable.

Commercial Vehicles Notes Payable .

Since 2015, we have entered into multiple notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations.

Such notes bear interest ranging from 0.0% to 10.8% per annum, require monthly payments of approximately $108,000, and mature on dates between October 2024 to April 2029.

Such notes bear interest ranging from 0.0% to 10.8% per annum, require monthly payments of approximately $92,000, and mature on dates between October 2025 to May 2032.

As of September 30, 2025 , we had $1.5 million outstanding under the commercial vehicles notes payable.

Contractual Obligations

The table below provides estimates of the timing of future payments that we are contractually obligated to make based on agreements in place at September 30, 2024 .

The table below provides estimates of the timing of future payments that we are contractually obligated to make based on agreements in place at September 30, 2025, except as otherwise subsequently amended as noted .

Payments Due by Period (1)

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A&R Credit Facility(1)

$ 80,838 $ 333,516 $ — $ — $ 414,354

Inventory Financing Facility(2)

419,682 — — — 419,682

Notes Payable(3)

868 615 60 6 1,549

Estimated interest payments(4)

27,314 19,689 2 — 47,005

Operating lease obligations(5)

23,233 44,488 37,209 65,440 170,370

Total $ 551,935 $ 398,308 $ 37,271 $ 65,446 $ 1,052,960

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(1) Payments are generally made as required pursuant to the A&R Credit Facility discussed above under “—Debt Agreements—A&R Credit Facility.”

(1) Payments are generally made as required pursuant to the A&R Credit Facility discussed above under “—Debt Agreements—A&R Credit Facility.” Payments are reflect of a change to the repayment schedule from Amendment No.7, entered into on November 17, 2025.

(2) Payments are generally made as required pursuant to the Inventory Financing Facility discussed above under “—Debt Agreements—Inventory Financing Facility.” Amounts do not include estimated interest payments.

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will retain the benefit of the remaining net cash savings.

As of September 30, 2024 and September 30, 2023, our liability under the Tax Receivable Agreement was $40.6 million and $43.1 million, respectively.

To the extent OneWater LLC has available cash and subject to the terms of any current or future debt or other agreements, the OneWater LLC Agreement will require OneWater LLC to make pro rata cash distributions to TRA Holders, including OneWater Inc., in an amount sufficient to allow OneWater Inc.

to pay its taxes and to make payments under the Tax Receivable Agreement.

As of September 30, 2025 and 2024 , our liability under the Tax Receivable Agreement was $37.5 million and $40.6 million, respectively.

To the extent OneWater LLC has available cash and subject to the terms of any current or future debt or other agreements, OneWater LLC will make cash distributions to OneWater Inc.

in an amount sufficient to allow it to pay its taxes and to make payments under the Tax Receivable Agreement.

We generally expect OneWater LLC to fund such distributions out of available cash.

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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 7. Management’s Discussion and Analysis