What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-12-15 compared with 2024-12-10 · 321 added, 254 removed, 849 unchanged (40% of the section changed)

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We have audited the accompanying consolidated balance sheets of OneWater Marine Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of September 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of September 30, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated December 15, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of Goodwill and Certain Tradenames

As described in notes 2 and 8 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are assessed for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred.

Goodwill is tested for impairment at the reporting unit level.

The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform a quantitative goodwill impairment analysis and indefinite-lived (tradenames) impairment analysis.

The Company may bypass the qualitative assessment in any period and proceed directly with a quantitative analysis.

For the annual impairment testing date of August 31, 2025, management performed a qualitative assessment and then decided to prepare quantitative impairment analyses for the reporting units and tradenames.

The Company engaged a third-party valuation specialist for the estimation of the fair values of the reporting units and tradenames.

Management estimates the fair value of reporting units using a combination of income and market approaches and tradenames using the relief from royalty approach.

As a result of the Company’s annual impairment testing, the Company recorded goodwill impairment charges of $36.4 million associated with the Dealership reporting unit and $41.3 million associated with its Distribution reporting unit.

Tradename impairment charges of $11.6 million related to the Dealership reporting unit and $12.3 million related to the Distribution reporting unit were recorded.

We identified the estimation of the fair values of the reporting units and certain tradenames as a critical audit matter.

The principal considerations for our determination that the estimation of the fair values of the reporting units and certain tradenames is a critical audit matter is that there was high estimation uncertainty due to significant judgements with respect to assumptions used to project future cash flows, including revenue growth rates, EBITDA (reporting units), as well as the discount rates (reporting units), royalty rates (certain tradenames), and the valuation methodologies used by the third-party valuation specialist.

Our audit procedures related to the estimation of the fair value of the reporting units and certain tradenames included the following, among others:

• We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls relating to the Company’s review of the assumptions used to project future cash flows, the selection of appropriate discount rates and royalty rates, the valuation methodologies applied by the third-party valuation specialist and the review of the Company’s reporting units.

• We utilized an internal valuation specialist to evaluate:

• the methodologies used and whether they were acceptable for the underlying assets or operations and applied correctly by performing independent calculations,

• the reasonableness of the risk-adjusted discount rates by recalculating the weighted average cost of capital,

• the reasonableness of selected royalty rates for certain tradenames considering external information used in developing management’s estimate,

• the guideline public companies and transactions utilized by the Company by examining financial metrics of the comparable public companies and transactions within the industry and considering market participant guidance and perspective, and

• the qualifications of the third-party valuation firm engaged by the Company based on their credentials and experience.

• We evaluated management’s determination of reporting units.

• We tested the reconciliation of the aggregate estimated fair value of the reporting units to the market capitalization of the Company.

• We tested the completeness and accuracy of underlying data used in the estimate by agreeing to underlying accounting records.

• We evaluated the reasonableness of the forecasted cash flows, including revenue growth rates, EBITDA, and EBITDA margins, by assessing the historical accuracy of management’s estimates and the reasonableness of assumptions used by management by comparing to publicly available industry information and comparable companies, including analyzing the sensitivity of changes in significant assumptions and the resulting impact to the estimated fair values.

Impairment of Distribution Reporting Unit Customer Relationships

As described in notes 2 and 8 to the consolidated financial statements, long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable.

As of August 31, 2025, the Company recorded impairment charges of $40.8 million associated with customer relationships in its Distribution reporting unit.

We identified the estimation of fair value of these customer relationship intangible assets as a critical audit matter.

The principal considerations for our determination that the estimation of fair values of the Distribution reporting unit customer relationship intangible assets is a critical audit matter is that there was a high degree of estimation uncertainty due to significant judgements with respect to assumptions used to determine the fair value of the customer relationships, including future revenue growth rates, EBITDA, customer attrition rates, and the discount rate used.

Our audit procedures related to the fair value of Distribution reporting unit customer relationship intangible assets included the following, among others:

• We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s relevant controls over the fair value of long-lived intangible assets, including the Company’s controls over the selection and review of the appropriateness of revenue growth rates, EBITDA, customer attrition rates, and the discount rate used in determining fair value.

• We utilized an internal valuation specialist to evaluate:

• the methodologies used and whether they were acceptable for the underlying assets or operations and applied correctly by performing independent calculations,

• the reasonableness of the risk-adjusted discount rates by recalculating the weighted average cost of capital,

• the reasonableness of selected customer attrition rates considering the external information used in developing management’s estimate,

• the qualifications of the third-party valuation firm engaged by the Company based on their credentials and experience.

• We agreed the carrying value of each asset group to the underlying accounting records.

• We evaluated the reasonableness of the forecasted cash flows, including revenue growth rates, EBITDA, and EBITDA margins, by assessing the historical accuracy of management’s estimates and the reasonableness of assumptions used by management by comparing publicly available industry information and comparable companies, including analyzing the sensitivity of changes in significant assumptions and the resulting impact to the estimated fair values.

Realizability of Deferred Tax Assets

As described in Note 17 to the consolidated financial statements, deferred tax assets are reduced by a valuation allowance if, based on the evaluation of positive and negative evidence, management judges it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.

The assessment of the realizability of deferred tax assets requires management to make significant estimates and

assumptions related to forecasts of future profitability.

Changes in these assumptions could materially affect the assessment of the realizability of deferred tax assets and whether they are more likely than not to be realized in the future.

During the year ended September 30, 2025, management concluded that sufficient positive evidence exists to ensure the realizability of the net deferred tax assets that are recorded on the balance sheet.

We identified the realizability of deferred tax assets as a critical audit matter.

The principal consideration for our determination that the realizability of deferred tax assets is a critical audit matter is that management utilized significant judgment in determining that the net deferred tax assets are more likely than not to be realized in the future.

Auditing management’s judgments regarding the future realizability of deferred tax assets involved a high degree of subjectivity due to the estimation uncertainty of management’s significant judgments.

Our audit procedures related to the realizability of deferred tax assets included the following, among others:

• We tested the design and operating effectiveness of internal controls over income taxes, including those over management’s deferred tax asset realizability assessment.

• With the assistance of individuals with specialized skills and knowledge in income taxes, we tested the completeness and accuracy of the underlying data used in management’s assessment, including the reasonableness of the method and significant assumptions used in the calculations.

• We evaluated the prospective financial information related to future profitability, including consideration of:

• the current and past performance of the Company,

• the consistency with external market and industry data, and

• the consistency with evidence obtained in other areas of the audit.

/s/ GRANT THORNTON LLP

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Class A common stock, $ 0.01 par value, 40,000,000 shares authorized, 16,373,991 and 14,686,696 shares issued and outstanding as of September 30, 2025 and September 30, 2024, respectively

Class B common stock, $ 0.01 par value, 10,000,000 shares authorized, 1,429,940 shares issued and outstanding as of September 30, 2024 and September 30, 2023

Class B common stock, $ 0.01 par value, 10,000,000 shares authorized, no shares and 1,429,940 shares issued and outstanding as of September 30, 2025 and September 30, 2024, respectively

Additional paid-in capital 240,478 202,921

Retained earnings 44,954 159,625

Accumulated other comprehensive (loss) income ( 1,897 ) 1

Accumulated other comprehensive loss ( 643 ) ( 1,897 )

Total stockholders’ equity attributable to OneWater Marine Inc.

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Restructuring and impairment 148,139 12,386 147,402

Income from operations 64,818 18,067 217,833

(Loss) income from operations ( 85,450 ) 64,818 18,067

Other expense (income):

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Interest expense – other 36,183 37,050 34,557

Loss on extinguishment of debt — — 356

Other expense, net 1,429 14 953

Total other expense, net 66,081 71,151 60,590

Net (loss) income before income tax (benefit) expense ( 6,333 ) ( 42,523 ) 195,836

Income tax (benefit) expense ( 157 ) ( 3,412 ) 43,225

Net (loss) income ( 6,176 ) ( 39,111 ) 152,611

Net loss before income tax benefit ( 151,531 ) ( 6,333 ) ( 42,523 )

Income tax benefit ( 35,301 ) ( 157 ) ( 3,412 )

Net loss ( 116,230 ) ( 6,176 ) ( 39,111 )

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

Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC 590 4,329 ( 18,669 )

Net (loss) income attributable to OneWater Marine Inc.

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC 1,648 590 4,329

Net loss attributable to OneWater Marine Inc.

$ ( 114,582 ) $ ( 5,705 ) $ ( 38,592 )

Net (loss) earnings per share of Class A common stock – basic $ ( 0.39 ) $ ( 2.69 ) $ 9.44

Net (loss) earnings per share of Class A common stock – diluted $ ( 0.39 ) $ ( 2.69 ) $ 9.13

Net loss per share of Class A common stock – basic $ ( 7.22 ) $ ( 0.39 ) $ ( 2.69 )

Net loss per share of Class A common stock – diluted $ ( 7.22 ) $ ( 0.39 ) $ ( 2.69 )

Basic weighted-average shares of Class A common stock outstanding 15,869 14,585 14,328

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ONEWATER MARINE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

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2025 2024 2023

Net (loss) income $ ( 6,176 ) $ ( 39,111 ) $ 152,611

Net loss $ ( 116,230 ) $ ( 6,176 ) $ ( 39,111 )

Other comprehensive income (loss):

Foreign currency translation adjustment ( 52 ) ( 18 ) 9

Change in fair value of interest rate swaps ( 2,066 ) — —

Comprehensive (loss) income ( 8,260 ) ( 39,102 ) 152,603

Change in fair value of interest rate swaps, net of reclassification adjustment 1,150 ( 2,066 ) —

Income tax benefit associated with other comprehensive income items 342 — —

Comprehensive loss ( 114,790 ) ( 8,260 ) ( 39,102 )

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

Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC 590 4,329 ( 18,669 )

Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC 1,648 590 4,329

Foreign currency translation adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC ( 2 ) 2 ( 1 )

Change in fair value of interest rate swaps attributable to non-controlling interest of One Water Marine Holdings, LLC 184 — —

Comprehensive (loss) income attributable to OneWater Marine, Inc.

Change in fair value of interest rate swaps, net of reclassification adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC ( 574 ) 184 —

Income tax expense associated with other comprehensive income items attributable to non-controlling interest of One Water Marine Holdings, LLC $ 87 $ — $ —

Comprehensive loss attributable to OneWater Marine, Inc.

$ ( 113,631 ) $ ( 7,603 ) $ ( 38,584 )

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Balance at September 30, 2022 14,212 142 1,430 14 180,296 204,880 59,552 ( 7 ) 444,877

Net income — — — — — 130,944 21,667 — 152,611

Net loss — — — — — ( 38,592 ) ( 519 ) — ( 39,111 )

Distributions to members — — — — — ( 38 ) ( 3,565 ) — ( 3,603 )

Exchange of B shares for A shares 389 4 ( 389 ) ( 4 ) 6,833 — ( 6,833 ) — —

Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increase in tax basis — — — — 4,402 — — — 4,402

Shares issued upon vesting of equity-based awards, net of tax withholding 186 2 — — ( 1,973 ) — — — ( 1,971 )

Shares issued in connection with business combinations 387 4 — — 14,623 — — — 14,627

Non-controlling interest in subsidiary — — — — — — 19,311 19,311

Shares issued as part of employee stock purchase plan 86 1 — — 2,091 — — — 2,092

Equity-based compensation — — — — 8,962 — — — 8,962

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Equity-based compensation — — — — 8,443 — — — 8,443

Repurchase and retirement of Class A common stock ( 64 ) ( 1 ) — — ( 760 ) ( 818 ) — — ( 1,579 )

Purchase of non-controlling interest — — — — 716 — ( 19,556 ) — ( 18,840 )

Currency translation adjustment — — — — — — ( 2 ) ( 16 ) ( 18 )

Change in fair value of interest rate swaps, net of reclassification adjustment — — — — — — ( 184 ) ( 1,882 ) ( 2,066 )

Balance at September 30, 2024 14,687 147 1,430 14 202,921 159,625 29,943 ( 1,897 ) 390,753

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Distributions to members — — — — — ( 89 ) ( 186 ) — ( 275 )

Exchange of B shares for A shares 1,430 14 ( 1,430 ) ( 14 ) 28,295 — ( 28,598 ) 303 —

Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increase in tax basis — — — — ( 575 ) — — — ( 575 )

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Equity-based compensation — — — — 10,499 — — — 10,499

Purchase of non-controlling interest — — — — 716 — ( 19,556 ) — ( 18,840 )

Currency translation adjustment — — — — — — 2 ( 54 ) ( 52 )

Change in fair value of cash flow swaps — — — — — — ( 184 ) ( 1,882 ) ( 2,066 )

Change in fair value of interest rate swaps, net of reclassification adjustment and $ 0.3 million tax benefit

— — — — — — 487 1,005 1,492

Balance at September 30, 2025 16,374 $ 164 — $ — $ 240,478 $ 44,954 $ — $ ( 643 ) $ 284,953

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income $ ( 6,176 ) $ ( 39,111 ) $ 152,611

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

Net loss $ ( 116,230 ) $ ( 6,176 ) $ ( 39,111 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 24,440 22,187 26,789

Equity-based compensation 10,499 8,443 8,962

Loss (gain) on asset disposals 36 221 ( 135 )

Loss on asset disposals 298 36 221

Loss on disposal of a business — — 750

Loss on restructuring and impairment 145,844 539 147,402

Loss on extinguishment of debt — — 356

Non-cash interest expense 4,623 2,099 10,129

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Proceeds from disposal of property and equipment 416 757 567

Purchases of equity investments — — ( 2,000 )

Cash used for additions to intangible assets ( 714 ) ( 909 ) ( 2,823 )

Cash used in acquisitions, net of cash acquired ( 5,712 ) ( 28,882 ) ( 459,540 )

Cash received (used) in acquisitions 713 ( 5,712 ) ( 28,882 )

Proceeds from disposal of a business — 45,100 788

Net cash provided by (used in) investing activities 13,318 ( 51,601 ) ( 476,844 )

Net cash (used in) provided by investing activities ( 11,604 ) 13,318 ( 51,601 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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Cash paid for interest $ 61,041 $ 75,957 $ 49,508

Cash paid for income taxes 5,495 23,322 35,229

Cash (received) paid for income taxes and income tax refunds ( 5,936 ) 5,495 23,322

Noncash items

Acquisition purchase price funded by seller notes payable $ — $ — $ 1,126

Acquisition purchase price funded by contingent consideration — — 2,550

Acquisition purchase price funded by issuance of Class A common stock — — 14,627

Purchase of property and equipment funded by long-term debt 219 156 1,122

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Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods.

General economic conditions, including rising interest rates and consumer spending patterns, can negatively impact the Company’s operating results.

General economic conditions, including rising interest rates, tariff and duty rates as well as other uncertainties with respect to trade policies, and consumer spending patterns, can negatively impact the Company’s operating results.

Unfavorable local, regional, national, or global economic developments, global public health concerns, or uncertainties could reduce consumer spending and adversely affect the Company’s business.

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

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.

Economic conditions in areas in which the Company operates, particularly in the Southeast, can have a major impact on the Company’s overall results of operations.

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Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business.

Sales of new boats from the Company’s top ten brands represent approximately 41.7 %, 39.4 % and 41.8 % of total sales for the years ended September 30, 2024, 2023 and 2022, respectively, making them major suppliers of the Company.

Of this amount, Malibu Boats, Inc, including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 13.1 %, 13.9 % and 15.6 % of our consolidated revenue for the years ended September 30, 2024, 2023 and 2022, respectively.

Sales of new boats from the Company’s top ten brands represent approximately 40.8 %, 41.7 % and 39.4 % of total revenues for the years ended September 30, 2025, 2024 and 2023, respectively, making them major suppliers of the Company.

Of this amount, Malibu Boats, Inc, including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 12.2 %, 13.1 % and 13.9 % of our total revenues for the years ended September 30, 2025, 2024 and 2023, respectively.

As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides the right to sell various makes and models of boats within a given geographic region.

Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations.

Any change or termination of these agreements, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations.

Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company.

Principles of Consolidation

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

operates and controls all of the businesses and affairs of OneWater LLC.

Through OneWater LLC and its wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, OneWater Inc.

conducts its business.

As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which will reduce net (loss) income attributable to OneWater Inc’s Class A stockholders.

As of September 30, 2024, OneWater Inc owned 91.1 % of the economic interest of OneWater LLC.

As the sole managing member of OneWater LLC, OneWater Inc operates and controls all of the businesses and affairs of OneWater LLC.

Through OneWater LLC and its wholly-owned subsidiaries, whether directly or indirectly, OneWater Inc conducts its business.

As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and, prior to the redemption of all outstanding OneWater LLC units and cancellation of the shares of Class B common stock of OneWater Inc, historically reported non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which reduced net income (loss) attributable to OneWater Inc’s Class A stockholders.

As of September 30, 2025, OneWater Inc owned 100.0 % of the economic interest of OneWater LLC and, accordingly, going forward will no longer report any non-controlling interest related to OneWater LLC Units.

Commencing December 31, 2021, the Company owned 80 % of the economic interest of Quality Assets and Operations, LLC, over which the Company exercised control and the minority interest in this subsidiary was recorded accordingly.

On October 31, 2023, the Company acquired the remaining 20 % of the economic interest and, as a result, as of September 30, 2024 owned 100 % of Quality Assets and Operations, LLC.

See Note 4 for additional information regarding the acquisition.

On October 31, 2023, the Company acquired the remaining 20 % of the economic interest and, as a result, owns 100 % of Quality Assets and Operations, LLC.

Basis of Financial Statement Preparation

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generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

All adjustments, consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these consolidated financial statements.

All adjustments,

consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these consolidated financial statements.

All intercompany transactions have been eliminated in consolidation.

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In assessing lower of cost or net realizable value, the Company considers the aging of the boats, historical sales of a brand and current market conditions.

The cost of acquired, manufactured and assembled parts and accessories is determined using methods which vary by subsidiary and include the average cost method, standard costs approximating average costs, and first-in, first-out (“FIFO”).

The cost of acquired, manufactured and assembled parts and accessories is determined using methods which vary by subsidiary and include the average cost method, standard costs (which approximate average costs), and first-in, first-out (“FIFO”).

Vendor Consideration Received

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Minor replacements, maintenance and repairs which do not extend the useful life of an asset are expensed as incurred.

The carrying value of property and equipment and other long-term assets (other than goodwill and indefinite life intangible assets) is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

In accordance with FASB ASC 360-10, ‘‘ Property, Plant and Equipment – Impairment or Disposal of Long-Lived Assets ’’ (‘‘ASC 360-10’’), the carrying value of property and equipment and other long-term assets (other than goodwill and indefinite-lived intangible assets) are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

If such an indication is present, the carrying amount of the asset is compared to the estimated undiscounted cash flows related to that asset.

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Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Other identifiable intangible assets primarily consist of trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has

Other identifiable intangible assets primarily consist of trade names, developed technologies, and customer relationships related to the acquisitions the Company has completed.

The Company has determined that trade names have an indefinite life, as there are 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 Company, and therefore, are not subject to amortization.

Developed technologies and customer relationships are amortized over their estimated useful lives of ten years .

Goodwill and indefinite-lived intangible assets are accounted for in accordance with FASB ASC 350, ‘‘ Intangibles - Goodwill and Other ’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill.

In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred.

ASC 350 also states for annual impairment tests that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary.

Goodwill and indefinite-lived intangible assets are accounted for in accordance with the FASB ASC 350, ‘‘ Intangibles – Goodwill and Other ’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill.

In accordance with ASC 350, Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred.

ASC 350 also states for annual impairment tests that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary.

The Company performs its annual test in the fiscal fourth quarter.

In 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.

The Company calculates the fair value of its reporting units by considering both the income and market approach.

The Company calculates the fair value of its reporting units by considering both the income and market approach which are Level 3 non-recurring fair value measurements.

The income approach calculates the fair value of the reporting unit using a discounted cash flow method.

The cash flows used are consistent with those the Company uses in its internal planning, which reflects actual business trends experienced and its long-term business strategy.

As such, key estimates and factors used in this method include, but are not limited to, revenue, margin and operating expense growth rates, as well as a discount rate and a terminal growth rate.

Fair value under the market approach is determined for each unit by applying market multiples for comparable public companies to the unit's financial results.

In order to further validate the reasonableness of fair value as determined by the income and market approaches described above, a reconciliation to market capitalization is then performed by estimating a reasonable control premium and other market factors.

During the year ended September 30, 2025, the Company determined that there were circumstances that indicated impairment may have occurred, including a drop in the Company's market capitalization and declining margins, and performed a quantitative goodwill impairment analysis.

As a result, the Company recognized a $ 77.6 million impairment for goodwill for the year then ended.

The Company elected a qualitative assessment for our fiscal fourth quarter 2024 goodwill impairment testing and determined that it was more likely than not that the fair value of the reporting units were greater than their carrying amounts, and as a result, no impairment for goodwill was required for the year then ended.

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As a result, the Company recognized a $ 57.7 million impairment for goodwill for the year then ended.

Changes in the judgments, assumptions and estimates, including but not limited to:

revenue, margin, operating expense growth rates, discount rates, terminal growth rates, and other assumptions, that are used in the impairment testing for goodwill, could result in significantly different estimates of fair value for our reporting units and potentially result in additional material non-cash impairment charges.

See Note 8 for more information about the impairment of goodwill.

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To determine the fair value of the indefinite-lived intangible assets, the Company uses a relief from royalty method for trade names.

The Company elected qualitative assessments for our fiscal fourth quarter 2024 indefinite-lived intangible assets impairment testing and determined that it was more likely than not that the fair values of the Company’s indefinite-lived intangible assets were greater than their carrying amounts, and as a result, no impairment was required for the year then ended.

The financial projections used in the relief from royalty method reflected management's assumptions regarding revenue growth rates, economic and market trends, royalty rates, discount rates, and other expectations about the anticipated short-term and long-term operating results.

During the year ended September 30, 2025, the Company performed a quantitative impairment analysis for indefinite lived intangible assets.

As a result, the Company recognized a $ 23.9 million impairment for the year then ended.

The Company elected qualitative assessments for our fiscal fourth quarter 2024 indefinite-lived intangible assets impairment testing and determined that it was more likely than not that the fair value of the Company’s indefinite-lived intangible assets were greater than their carrying amounts, and as a result, no impairment was required for the year then ended.

During the year ended September 30, 2023 , the Company performed a quantitative impairment analysis.

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See Note 8 for more information about the impairment of indefinite-live intangible assets.

In accordance with FASB ASC 360-10, "Property, Plant and Equipment – Impairment or Disposal of Long-Lived Assets" (“ASC 360”), the Company assesses the potential for impairment of its definite-lived intangible assets if facts and circumstances, such as declines in sales, earnings, cash flows or adverse changes in the business climate, suggest that they may be impaired.

In accordance with ASC 360-10, the Company assesses the potential for impairment of its definite-lived intangible assets if facts and circumstances, such as declines in sales, earnings, cash flows or adverse changes in the business climate, suggest that they may be impaired.

Definite-lived intangible assets include developed technologies and customer relationships which are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable .

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To determine the fair value of the definite-lived intangible assets, the Company uses a relief from royalty method for developed technology and discounted cash flows method for customer relationships.

During the year ended September 30, 2024, the Company evaluated the indicators of potential impairment for definite-lived intangible assets and did not identify any potential triggering events, and as a result, no impairment was required for the year then ended .

During the year ended September 30, 2025, the Company performed a quantitative impairment analysis for definite-lived intangible assets.

As a result, the Company recognized a $ 44.3 million impairment for the year then ended.

During the year ended September 30, 2024, the Company elected a qualitative assessment, evaluated the indicators of potential impairment for definite-lived intangible assets and did not identify any potential triggering events, and as a result, no impairment was required for the year then ended .

During the year ended September 30, 2023 , the Company performed a quantitative impairment analysis.

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Capitalization ceases when a software project is substantially complete and ready for its intended use.

Cloud Computing Arrangement Implementation Costs

The Company capitalizes qualifying implementation costs under cloud computing arrangements (“CCA”).

Capitalization ceases once the software is ready for its intended use.

Capitalized CCA implementation costs are amortized over the term of the implemented software agreement.

Capitalized CCA implementation costs are allocated between prepaid expenses and other current assets and other long-term assets on the accompanying consolidated balance sheets based on the expected amortization to be recognized within one year .

Total capitalized CCA implementation costs were $ 1.7 million and $ 5.4 million, as of September 30, 2024 and 2023, respectively, which are a result of various enterprise resource planning ("ERP") software agreements.

Accumulated amortization of these CCA implementation costs was $ 0.4 million and $ 0.1 million , as of September 30, 2024 and 2023, respectively.

The Company recorded $ 0.3 million and $ 0.1 million of expense during the year ended September 30, 2024 and 2023 , respectively, in selling, general and administrative expenses on the accompanying consolidated statements of operations related to the amortization of CCA implementation costs .

The Company recognized a portion of the previously capitalized CCA implementation costs into expense as part of the 2024 Restructuring discussed in Note 16.

The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax.

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Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer.

At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits.

At the time of acceptance or delivery, the customer is able to direct the use, and obtain substantially all of the benefits.

We are the principal with respect to revenue from new, pre-owned and consignment sales and such revenue is recorded at the gross sales price.

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Pursuant to FASB ASC 606, ‘‘ Revenue from Contracts with Customers ’’ (‘‘ASC 606’’), we net amounts received under our co-op assistance programs from our manufacturers against the related advertising expenses.

Total advertising costs for the years ended September 30, 2024, 2023 and 2022, were $ 26.9 million, $ 24.8 million and $ 13.4 million, which are net of related co-op assistance of $ 1.6 million, $ 2.2 million and $ 1.8 million, respectively.

Total advertising costs for the years ended September 30, 2025, 2024 and 2023, were $ 29.3 million, $ 26.9 million and $ 24.8 million, respectively, which are net of related co-op assistance of $ 1.6 million, $ 1.6 million and $ 2.2 million, respectively.

Equity-Based Compensation

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Loan costs are amortized to interest expense on a straight-line basis over the life of the loan, which approximates the effective interest method.

As discussed in Note 22, on November 17, 2025, Company entered into Amendment No.

7 to Amended and Restated Credit Agreement and Amendment to Pledge and Security Agreement which, among other provisions, modified the repayment schedule.

The amendment requires principal repayments over the next twelve months, including a payment on March 31, 2026, in amounts that exceed the Company's cash position as of September 30, 2025.

To address this obligation, the Company is evaluating alternatives to generate the necessary liquidity, including potential dispositions of certain operations within the Distribution reporting segment, and other financing alternatives.

In addition, the Company believes it may be able to obtain a further amendment from its lenders to further adjust the repayment schedule, if necessary.

Derivative and hedging instruments

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The types of risks hedged are those relating to the variability of cash flows caused by fluctuations in interest rates.

The Company documents the management strategy and assess hedge effectiveness at inception and throughout the term of the hedging relationship.

The Company documents the management strategy and assesses hedge effectiveness at inception and throughout the term of the hedging relationship.

Derivatives are reported at fair value on the accompanying consolidated balance sheets.

The changes in fair value on the hedges is reported as a component of accumulated other comprehensive loss on the accompanying consolidated balance sheets, and reclassified to either interest expense – floor plan or interest expense – other in the accompanying consolidated statements of operations based on the nature of the hedged transaction in the period during which the hedged transaction affects earnings.

The changes in fair value on the hedges is reported as a component of accumulated other comprehensive income (loss) on the accompanying consolidated balance sheets, and reclassified to either interest expense – floor plan or interest expense – other in the accompanying consolidated statements of operations based on the nature of the hedged transaction in the period during which the hedged transaction affects earnings.

Cash flows from hedging instruments, including cash receipts and payments, are classified on the consolidated statements of cash flows in the same category as the cash flows resulting from the item being hedged.

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Segment Information

We report our operations through two reportable segments:

We report our operations through two reportable segments, which are organized based on the types of service and product provided:

Dealerships and Distribution.

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Each reporting segment has discrete financial information and is regularly reviewed by the Company’s chief operating decision maker (“CODM”) to assess performance and allocate resources.

The Company has identified its Chief Executive Officer as its CODM.

The Company has identified its Executive Chairman of the Board as its CODM.

New Accounting Pronouncements

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The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024.

The Company is currently evaluating the impact that this standard will have on the consolidated financial statements.

The Company plans to adopt the pronouncement in fiscal year 2025.

The Company adopted this standard for the year ended September 30, 2025.

As a result of the new standard, the Company expanded its reportable segment disclosures (see Note 21).

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures", which is intended to improve the transparency, effectiveness and comparability of income tax disclosures by requiring greater disaggregation of information and additional disclosures.

The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2024.

The pronouncement is effective for a public company's annual reporting periods beginning after

December 15, 2024.

The Company is currently evaluating the impact that this standard will have on the consolidated financial statements.

The Company plans to adopt the pronouncement in fiscal year 2026.

In November 2024, the FASB issued ASU 2024-03, "Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses", which is intended to improve financial reporting by requiring disclosure of additional information about specific expense categories in the notes to the financial statements.

The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact that this standard will have on the consolidated financial statements.

The Company plans to adopt the pronouncement beginning in the annual report for fiscal year 2028 and in interim reports during fiscal year 2029.

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments — Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets", which is intended to address challenges encountered when applying the guidance in Topic 326 by introducing a practical expedient for estimating expected credit losses on current accounts receivable and contract assets.

The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

The Company is currently evaluating the impact that this standard will have on the consolidated financial statements.

The Company plans to adopt the pronouncement in fiscal year 2027.

In September 2025, the FASB issued ASU 2025-06, "Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software", which is intended to modernize internal-use software accounting by removing all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable that the software will be completed and perform its intended use.

The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

The Company is currently evaluating the impact that this standard will have on the consolidated financial statements.

The Company plans to adopt the pronouncement in fiscal year 2029.

Other than as noted above, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements.

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Any changes to the value of identifiable intangible assets are reclassified from goodwill upon the completion of the valuations.

The fair values of the developed technology and trade name intangible assets as of the acquisition date were determined using the relief from royalty model.

The fair values of the customer relationship intangible assets as of the acquisition date were determined using the discounted cash flow method.

The fair values of the trade name intangible assets as of the acquisition date were determined using the relief from royalty model.

The acquisition completed during the year ended September 30, 2025 was not material to the consolidated financial statements.

Information related to the acquisitions completed during the years ended September 30, 2024 and 2023 is as follows:

Fiscal Year 2024

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Consideration transferred 5,712

Included in our results for the year ended September 30, 2024, the acquisition contributed $ 7.0 million to our consolidated revenue and income of $ 0.2 million to our net (loss) income before income tax expense.

Included in our results for the year ended September 30, 2024 , the acquisition contributed $ 7.0 million to our consolidated revenue and income of $ 0.2 million to our net loss before income tax benefit.

Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, valuation and other fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $ 0.1 million for the year ended September 30, 2024 .

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The leases are accounted for as operating leases and are included in the operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets.

Included in our results for the year ended September 30, 2023, the acquisitions contributed $ 60.9 million to our consolidated revenue and $ 6.3 million to our (loss) income before income tax expense.

Included in our results for the year ended September 30, 2023, the acquisitions contributed $ 60.9 million to our consolidated revenue and $ 6.3 million to our net loss before income tax benefit.

Fiscal Year 2022

For the year ended September 30, 2022, the Company completed the following transactions:

• On October 1, 2021, Naples Boat Mart, a retail marine dealership with one location in Florida

• On November 30, 2021, T-H Marine Supplies, LLC (“T-H Marine”), a leading provider of branded marine parts and accessories for original equipment manufacturers (“OEMs”) and the aftermarket, with locations in Alabama, Florida, Illinois, Indiana, Oklahoma and Texas

• On December 1, 2021, Norfolk Marine Company, a retail marine dealership with one location in Virginia

• On December 31, 2021, a majority interest in Quality Boats, a retail marine dealership with three locations in Florida.

The sellers retained a 20 % economic interest in Quality Boats.

The Company had the exclusive right, but not obligation, to acquire the remaining 20 % interest at any time before January 1, 2027 and exercised that right on October 31, 2023.

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

• On March 1, 2022, YakGear, a leading supplier of kayak equipment, paddle sports accessories and boat mounting accessories which is based in Texas

• On April 1, 2022, Denison Yachting, a leader in yacht and superyacht sales as well as ancillary yacht services, with 20 locations in 7 states

• On August 9, 2022, Ocean Bio-Chem, Inc.

(now Ocean Bio-Chem, LLC), and Star Brite Europe, Inc.

(now Star Brite Europe, LLC) (collectively “Ocean Bio-Chem”) , 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.

Consideration paid for the consummated acquisitions was $ 490.6 million with $ 459.5 million paid at closing (net of cash acquired), $ 1.1 million financed through a note payable to the sellers bearing interest at a rate of 4.0 % per year, estimated payments of $ 15.3 million in contingent consideration and the remaining $ 14.6 million with the issuance of shares of Class A common stock.

The notes are payable in one lump sum on December 1, 2024, with interest payments due quarterly.

The estimated payments of contingent consideration are part of

multiple earnouts varying from the achievement of certain post-acquisition increases in adjusted EBITDA to the generation of acquisition leads for the Company.

The acquisition contingent consideration was developed using weighted average projections based on the Company’s historical experience, current forecasts for the industry and current expectations of the ability to generate viable acquisition leads.

The minimum payout on acquisition contingent consideration is $ 5.9 million and the maximum payout is $ 24.7 million.

The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transactions:

Summary of Assets Acquired and Liabilities Assumed

($ in thousands) T-H Marine Quality Boats Denison Yachting Ocean Bio-Chem Other Acquisitions Total Acquisitions

Accounts receivable $ 8,955 $ — $ 654 $ 14,989 $ 1,123 $ 25,721

Inventories 19,856 5,937 1,981 24,362 9,618 61,754

Prepaid expenses 1,547 47 2,053 1,431 338 5,416

Property and equipment 3,896 803 293 32,037 1,227 38,256

Deposits — — 126 — 13 139

Operating lease right-of-use assets 5,960 11,877 1,221 762 7,375 27,195

Identifiable intangible assets 105,500 31,700 16,600 59,300 11,332 224,432

Goodwill 51,694 78,682 29,144 35,270 15,307 210,097

Accounts payable ( 3,876 ) — ( 80 ) ( 3,654 ) ( 471 ) ( 8,081 )

Accrued expenses ( 1,697 ) — ( 252 ) ( 1,817 ) ( 553 ) ( 4,319 )

Customer deposits ( 394 ) ( 5,047 ) ( 5,524 ) ( 176 ) ( 3,307 ) ( 14,448 )

Deferred tax liabilities — — — ( 20,141 ) ( 751 ) ( 20,892 )

Long-term debt — — — ( 8,150 ) — ( 8,150 )

Operating lease liabilities ( 5,960 ) ( 11,877 ) ( 1,221 ) ( 762 ) ( 7,375 ) ( 27,195 )

Aggregate acquisition date fair value $ 185,481 $ 112,122 $ 44,995 $ 133,451 $ 33,876 $ 509,925

Consideration transferred 185,481 92,811 44,995 135,281 33,876 492,444

Cash acquired — — — ( 1,829 ) — ( 1,829 )

Fair value of non-controlling interests — 19,311 — — — 19,311

Aggregate acquisition date fair values $ 185,481 $ 112,122 $ 44,995 $ 133,451 $ 33,876 $ 509,925

The fair value of the non-controlling interest of Quality Boats as of the acquisition date was estimated using the discounted cash flow method and market multiple method.

Significant inputs to the discounted cash flows included estimated future revenues and discount rates.

Significant inputs to the market multiple method include the peer public company group and the financial performance of reporting units related to the peer public company group.

Included in our results for the year ended September 30, 2022, the acquisitions contributed $ 275.3 million to our consolidated revenue and $ 41.1 million to our income before income tax expense.

Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, and valuation fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $ 7.5 million for the year ended September 30, 2022.

The 2023 and 2022 acquisitions have resulted in the recording of goodwill that is expected to be deductible for tax purposes of $ 15.9 million and $ 173.2 million for the years ended September 30, 2023 and 2022, respectively.

The 2023 acquisitions have resulted in the recording of goodwill that is expected to be deductible for tax purposes of $ 15.9 million for the year ended September 30, 2023 .

No goodwill was recorded as a result of the 2024 acquisition.

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Pro forma revenues $ 1,872,334 $ 1,779,550 $ 1,957,897

Pro forma net (loss) income $ ( 6,535 ) $ ( 38,024 ) $ 169,813

Pro forma net loss $ ( 116,230 ) $ ( 6,535 ) $ ( 38,024 )

The amounts have been calculated by applying our accounting policies and estimates.

Pro forma net (loss) income has been tax affected based on the Company’s effective tax rate in the historical periods presented.

Pro forma net loss has been tax affected based on the Company’s effective tax rate in the historical periods presented.

During the year ended September 30, 2023, the Company completed the following dispositions of a business:

• O n September 30, 2023, Roscioli Yachting Center, which was reported in our Dealership reporting segment through the date of the sale.

The sale resulted in a pre-tax gain of $ 0.2 million recorded in other expense (income) in the consolidated statement of operations.

The sale resulted in a pre-tax gain of $ 0.2 million recorded in other expense, net in the consolidated statement of operations.

• On September 30, 2023, Lookout Marine, which included two locations and was reported in our Dealership reporting segment through the date of sale.

The sale resulted in a pre-tax loss of $ 1.0 million recorded in other expense (income) in the consolidated statement of operations.

The sale resulted in a pre-tax loss of $ 1.0 million recorded in other expense, net in the consolidated statement of operations.

In connection with the disposition of Roscioli Yachting Center, the Company sold the associated real estate.

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Amounts due from manufacturers represent receivables for various manufacturer incentive programs and parts and service work performed pursuant to the manufacturers’ warranties.

Accounts receivable as of September 30, 2023 also consists of a receivable resulting from the disposition of Roscioli Yachting Center as the proceeds on disposal were received during the year ended September 30, 2024.

The allowance for credit losses is estimated based on past collection experience, current conditions and reasonable and supportable forecasts.

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Income tax receivable 2,950 9,370

Receivable for proceeds on the disposition of a business — 45,100

Total accounts receivable 61,437 73,820

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Intangible assets consist of internally developed software, domain names and other identifiable intangible assets such as, trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has completed.

Intangible assets consist of internally developed software, domain names and other identifiable intangible assets such as, trade names, developed technologies, and customer relationships related to the acquisitions the Company has completed.

The changes in goodwill and intangible assets are as follows:

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Acquisitions during the year ended September 30, 2024 — — — — — 909 909

Impairment recorded during the year ended September 30, 2023 ( 57,710 ) ( 43,016 ) ( 8,309 ) ( 38,367 ) — — ( 89,692 )

Disposals from sales of businesses during the year ended September 30, 2023 ( 3,157 ) ( 2,642 ) — — — — ( 2,642 )

Other adjustments during the year ended September 30, 2023 400 — — — — — —

Amortization expense for the year ended September 30, 2024 — — ( 455 ) ( 5,711 ) ( 637 ) ( 1,039 ) ( 7,842 )

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Acquisitions during the year ended September 30, 2025 — — — — — 1,188 1,188

Impairment recorded during the year ended September 30, 2025 ( 77,648 ) ( 23,913 ) ( 3,470 ) ( 40,813 ) — — ( 68,196 )

Other adjustments during the year ended September 30, 2025 — — — — ( 119 ) — ( 119 )

Amortization expense for the year ended September 30, 2025 — — ( 494 ) ( 5,590 ) ( 617 ) ( 1,365 ) ( 8,066 )

Net balance as of September 30, 2025 $ 258,954 $ 126,008 $ — $ — $ 1,014 $ 3,176 $ 130,198

During the year ended September 30, 2023 the Company recorded an impairment loss of $ 147.4 million related to the goodwill and identifiable intangible assets in order to adjust carrying value to estimated fair value.

During the year ended September 30, 2025 the Company recorded an impairment loss of $ 145.8 million related to goodwill and identifiable intangible assets in order to adjust carrying value to estimated fair value.

The impairment loss is recorded in restructuring and impairment in the consolidated statements of operations.

Of the $ 145.8 million impairment loss, $ 48.0 million and $ 97.8 million is reported in the Dealerships and Distribution reporting segment, respectively.

No impairment loss was recorded for the years ended September 30, 2024 and 2022.

See Note 2 for more information about our annual impairment tests of goodwill and identifiable intangible assets.

No impairment loss was recorded for the year ended September 30, 2024.

During the year ended September 30, 2023 the Company recorded an impairment loss of $ 147.4 million related to goodwill and identifiable intangible assets in order to adjust carrying value to estimated fair value .

The impairment loss was recorded in restructuring and impairment in the consolidated statements of operations.

Of the $ 147.4 million impairment loss, $ 6.5 million and $ 140.9 million is reported in the Dealerships and Distribution reporting segment, respectively.

Amortization expense was $ 8.1 million, $ 7.8 million and $ 13.4 million for the years ended September 30, 2025, 2024 and 2023 , respectively, which includes amortization expense of $ 1.4 million , $ 1.0 million and $ 0.6 million for the years ended September 30, 2025, 2024 and 2023 , respectively, for internally developed software.

Amortization expense is recorded in depreciation and amortization in the

consolidated statements of operations.

Amortization expense is recorded in depreciation and amortization in the consolidated statements of operations.

For internally developed software acquisitions during the year ended September 30, 2025, the weighted average useful life of total intangible assets is 3.5 years.

The following table summarizes the expected amortization expense for the fiscal years 2026 through 2030 and thereafter ($ in thousands):

Thereafter 17,184

As of September 30, 2024 and 2023, the carrying value of goodwill totaled approximately $ 336.6 million, of which $ 295.3 million was related to our Dealerships reporting segment and $ 41.3 million was related to our Distribution reporting segment.

As of September 30, 2025, the carrying value of goodwill totaled $ 259.0 million, of which all $ 259.0 million was related to our Dealerships reporting segment.

As of September 30, 2024 , the carrying value of goodwill totaled $ 336.6 million , of which $ 295.3 million was related to our Dealerships reporting segment and $ 41.3 million was related to our Distribution reporting segment.

Other Payables and Accrued Expenses

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The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks.

The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”).

On November 14, 2023, the Company and certain of its subsidiaries entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, the “ Inventory Financing Facility") with Wells Fargo and the other financial institutions party thereto to increase the maximum borrowing amount available under the Inventory Financing Facility to $ 650.0 million and extend the term.

The Inventory Financing Facility expires on March 1, 2026.

The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”) as set forth in the Eighth Amended and Restated Inventory Financing Agreement entered into by the Company and certain of its subsidiaries with Wells Fargo and the other financial institutions party thereto on November 14, 2023 (as amended from time to time, the “Inventory Financing Facility”).

On November 13, 2024, the Company and certain of its subsidiaries entered into the Consent, Waiver and Second Amendment to the Eighth Amended and Restated Inventory Financing Agreement with Wells Fargo and other lenders party thereto which, among other things, (i) modified certain definitions, terms and conditions, (ii) adjusted the minimum fixed charge coverage ratio, (iii) adjusted the maximum funded debt to EBITDA ratio, (iv) established a new minimum liquidity measure, (v) allowed for certain swap transactions to mitigate risk in the ordinary course of business, and (vi) reduced the maximum borrowing capacity from $ 650.0 million to $ 595.0 million .

As of September 30, 2025, t he Inventory Financing Facility was scheduled to expire on March 1, 2026.

The outstanding balance of the facility was $ 419.7 million and $ 443.4 million, as of September 30, 2025 and 2024, respectively.

Interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR (as defined in the Inventory Financing Facility) (“SOFR”) plus an applicable margin of 2.75 % to 5.00 % depending on the age of the inventory.

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 (the "Third Amendment") as discussed in Note 22.

Interest on new boats and rental units is calculated using the Adjusted 30-Day Average SOFR (as defined in the Inventory Financing Facility) (“SOFR”) plus an applicable margin of 2.75 % to 5.00 % depending on the age of the inventory.

Interest on pre-owned boats in calculated at the new boat rate plus 0.25 %.

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The Inventory Financing Facility has certain financial and non-financial covenants as specified in the agreement.

The financial covenants include requirements to comply with a maximum funded debt to EBITDA ratio (as defined in the Inventory Financing Facility).

The financial covenants include requirements to comply with a maximum funded debt to EBITDA ratio, a minimum fixed charge coverage ratio and a minimum liquidity measure (as defined in the Inventory Financing Facility).

In addition, certain non-financial covenants could restrict the Company’s ability to sell assets (excluding inventory in the normal course of business), engage in certain mergers and acquisitions, incur additional debt and pay cash dividends or distributions, among others.

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 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 as discussed in Note 22.

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

The collateral for the Inventory Financing Facility consists primarily of our inventory that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the term note payable to Truist Bank.

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Subject to certain conditions, the available amount under the revolving credit facility and term loans may be increased by $ 125.0 million in the aggregate.

The A&R Credit Facility bears interest at a rate that is equal to Term SOFR plus an applicable margin ranging from 1.75 % to 2.75 % based on certain consolidated leverage ratio measures.

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

As of September 30, 2024, the A&R Term Loan was repayable in installments beginning December 31, 2022, with the remainder due on August 9, 2027.

As of September 30, 2025, The A&R Credit Facility bears interest at a rate that is equal to Term SOFR plus an applicable margin ranging from 1.75 % to 3.25 % based on certain consolidated leverage ratio measures.

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

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

1 to Pledge and Security Agreement with Truist Bank 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, and (v) modify the maturity date to be July 31, 2026 , and in connection therewith, the repayment schedule.

As of September 30, 2025, the A&R Term Loan was repayable in installments beginning December 31, 2022, with the remainder due on July 31, 2026 .

On November 17, 2025, the Company entered into Amendment No.

7 to Amended and Restated Credit Agreement and Amendment to Pledge and Security Agreement as discussed in Note 22.

The A&R Credit Facility is collateralized by certain real and personal property (including certain capital stock) of the Company and its subsidiaries.

The collateral does not include inventory and certain other assets of the Company’s subsidiaries financed under the Inventory Financing Facility.

The A&R Credit Facility is subject to certain financial covenants related to 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 related to 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 Company to incur additional debt, transfer or dispose of all of its assets, make certain investments, loans or payments and engage in certain transactions with affiliates.

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 as discussed in Note 22.

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

Long-term debt consisted of the following at:

1 unchanged sentence

Term note payable to Truist Bank, secured and bearing interest at 7.25 % at September 30, 2025 and 7.85 % at September 30, 2024.

The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027

The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on July 31, 2026

$ 367,125 $ 375,469

Revolving note payable for an amount up to $ 65.0 million to Truist Bank, secured and bearing interest at 7.56 % at September 30, 2025 and 7.75 % at September 30, 2024.

The note requires full repayment on August 9, 2027

The note requires full repayment on July 31, 2026

47,229 51,150

Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0 % to 10.8 % per annum.

The notes require monthly installment payments of principal and interest ranging from $ 200 to $ 3,100 through April 2029

The notes require monthly installment payments of principal and interest ranging from $ 200 to $ 3,100 through May 2032

Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0 % per annum.

The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024.

Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5 % per annum.

The note was repaid in full on December 1, 2023.

The note was paid in full on December 1, 2024.

Total debt outstanding 415,903 430,306

5 unchanged sentences

2026 $ 81,706

Thereafter $ 6

Total principal payments $ 415,903

Debt issuance costs are amortized on a straight-line basis over the life of the loan, which approximates the effective interest method.

During the fiscal year ended 2024, the Company capitalized loan costs of $ 2.2 million.

During the fiscal year ended 2023, the Company did not capitalize any loan costs.

In connection with entering into the A&R Credit Facility, the Company wrote off unamortized debt issuance cost of $ 0.4 million which was included in loss on extinguishment of debt in the consolidated statements of operations for the year ended September 30, 2022.

During the fiscal years ended September 30, 2025 and 2024 , the Company capitalized loan costs of $ 0.9 million and $ 2.2 million, respectively.

Amortization for the years ended September 30, 2025, 2024 and 2023 amounted to $ 4.6 million, $ 2.1 million and $ 2.2 million, respectively, and is included in interest expense - other in the consolidated statements of operations.

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Derivative and Hedging Instruments

The Company is subject to interest rate risk as a result of the Inventory Financing Facility and A&R Credit Facility required interest payments.

In September 2024, the Company entered into two interest rate swap agreements which are designed to provide a hedge against changes in variable rate cash flows regarding fluctuations in the SOFR and Term SOFR rates which are used in calculating interest payments.

The Company is subject to interest rate risk as a result of required interest payments of the Inventory Financing Facility and A&R Credit Facility.

The Company has two interest rate swap agreements which are designed to provide a hedge against changes in variable rate cash flows regarding fluctuations in the SOFR and Term SOFR rates which are used in calculating interest payments.

The following table provides information on the attributes of each swap as of September 30, 2025 :

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The interest rate swaps qualify for cash flow hedge accounting treatment.

The interest rate swaps are marked to market each reporting date and any unrealized gains or losses are included in accumulated other comprehensive (loss) income and reclassified into interest expense in the same period during which the hedged transactions affect earnings.

Information about the effect of the interest swap agreements in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss), is as follows ($ in thousands):

Year Ended September 30, Results Recognized in Accumulated Other Comprehensive (Loss) Income (effective Portion) Location of Results Reclassified from Accumulated Other Comprehensive Income (Loss) to Earnings Results Reclassified from Accumulated Other Comprehensive Income (Loss) to Earnings

The interest rate swaps are marked to market each reporting date and any unrealized gains or losses, and the related income tax effects, are included in accumulated other comprehensive loss and reclassified into earnings in the same period during which the hedged transactions affect earnings.

Information about the effect of the interest swap agreements in the accompanying consolidated statements of operations and consolidated statements of comprehensive loss, is as follows ($ in thousands):

Year Ended September 30, Gain or (Loss) Recognized in Accumulated Other Comprehensive Loss (effective Portion) Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss to Earnings Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss to Earnings

2025 $ 4,926 Interest expense – other and Interest expense – floor plan $ 3,776

As of September 30, 2024, the amount expected to be reclassified out of accumulated other comprehensive (loss) income into earnings during the next 12 months is gains of $ 1.6 million.

2024 ( 2,066 ) Interest expense – other and Interest expense – floor plan —

Location and Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss to Earnings

Year Ended September 30, Interest expense – other Interest expense – floor plan

2025 $ 1,806 $ 1,970

As of September 30, 2025, the amount expected to be reclassified out of accumulated other comprehensive loss into earnings during the next 12 months is a gain of $ 0.5 million.

The ultimate amount recognized will vary based on fluctuations of interest rates through the maturity dates.

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Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP.

During the fiscal year ended September 30, 2024, the Board approved the grant of 204,557 time-based restricted stock units.

Of this amount, 34,160 restricted stock units fully vest on October 1, 2024 and the remaining 170,397 restricted stock units vest in three equal annual installments commencing on October 1, 2024.

During the fiscal year ended September 30, 2025 , the Board approved the grant of 152,072 performance-based restricted stock units, which represents 100 % of the target award.

Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance goals.

A performance-based restricted stock unit equals one share of common stock to the Company.

A performance-based restricted stock unit equals one share of common stock of the Company.

The performance-based restricted stock units vest in three equal annual installments commencing on October 1, 2025.

As of September 30, 2025, the Company achieved 152 % of the performance target.

During the fiscal year ended September 30, 2025, the Board approved the grant of 211,978 time-based restricted stock units.

Of this amount, 36,596 restricted stock units fully vest on October 1, 2025 and the remaining 175,382 restricted stock units vest in three equal annual installments commencing on October 1, 2025.

Compensation cost for time-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a graded basis over the applicable vesting periods.

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We recognize forfeitures of performance-based restricted stock units and time-based restricted stock units as the forfeitures occur.

Net (Loss) Earnings Per Share

Basic and diluted net (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the period.

Diluted net (loss) earnings per share is computed by giving effect to all potentially dilutive shares.

The following table sets forth the calculation of net (loss) earnings per share for the years ended September 30, 2024, 2023, and 2022 (in thousands, except per share data):

Net (loss) earnings per share:

Net Loss Per Share

Basic and diluted net loss per share of Class A common stock is computed by dividing net loss attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the period.

Diluted net loss per share is computed by giving effect to all potentially dilutive shares.

The following table sets forth the calculation of net loss per share for the years ended September 30, 2025, 2024, and 2023 (in thousands, except per share data):

Net loss per share:

2025 2024 2023

Net (loss) income attributable to OneWater Inc $ ( 5,705 ) $ ( 38,592 ) $ 130,944

Weighted-average number of unrestricted outstanding common shares used to calculate basic net (loss) income per share 14,585 14,328 13,877

Net loss attributable to OneWater Inc $ ( 114,582 ) $ ( 5,705 ) $ ( 38,592 )

Weighted-average number of unrestricted outstanding common shares used to calculate basic net loss per share 15,869 14,585 14,328

Effect of dilutive securities:

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Employee stock purchase plan — — —

Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net (loss) income per share 14,585 14,328 14,337

Net (loss) earnings per share of Class A common stock – basic $ ( 0.39 ) $ ( 2.69 ) $ 9.44

Net (loss) earnings per share of Class A common stock – diluted $ ( 0.39 ) $ ( 2.69 ) $ 9.13

On March 30, 2022, the Board approved a share repurchase program up to $ 50.0 million.

No shares of Class A common stock were repurchased by the Company during the year ended September 30, 2024.

As of September 30, 2024 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.

As of September 30, 2024, approximately $ 48.1 million remained available for future purchase under the repurchase program.

The repurchase program does not have a predetermined expiration date.

Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net loss per share 15,869 14,585 14,328

Net loss per share of Class A common stock – basic $ ( 7.22 ) $ ( 0.39 ) $ ( 2.69 )

Net loss per share of Class A common stock – diluted $ ( 7.22 ) $ ( 0.39 ) $ ( 2.69 )

Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities.

As such, separate presentation of basic and diluted net (loss) earnings per share of Class B common stock under the two-class method has not been presented.

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net (loss) earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands):

As such, separate presentation of basic and diluted net loss per share of Class B common stock under the two-class method has not been presented.

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands):

September 30, 2025 Year Ended

5 unchanged sentences

800 2,037 2,032

On March 30, 2022, the Board approved a share repurchase program up to $ 50.0 million.

No shares of Class A common stock were repurchased by the Company 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.

As of September 30, 2025, approximately $ 48.1 million remained available for future purchase under the repurchase program.

The repurchase program does not have a predetermined expiration date.

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.

Employee Stock Purchase Plan

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The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended.

Up to a maximum of 453,870 shares of the Company’s Class A common stock may be issued under the ESPP as of September 30, 2024, subject to certain adjustments as set forth in the ESPP.

Up to a maximum of 510,145 additional shares of the Company’s Class A common stock may be issued under the ESPP as of September 30, 2025, subject to certain adjustments as set forth in the ESPP.

On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1 % of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year.

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37.6 - 62.7 %

37.6 - 45.6 %

Expected life Six months Six months Six months

Distributions

During the fiscal years ended September 30, 2024, 2023 and 2022, the Company made distributions to OneWater Unit Holders for certain permitted tax payments.

During the fiscal years ended September 30, 2025, 2024 and 2023, OneWater LLC made distributions to its members for certain permitted tax payments.

Non-Controlling Interest

As discussed in Note 1, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports a non-controlling interest related to the portion of OneWater LLC owned by the holders of OneWater LLC Units (the “OneWater Unit Holders”).

OneWater Unit Holders may exchange their LLC Units, together with an equal number of shares of Class B common stock of OneWater Inc, for shares of Class A common Stock of OneWater Inc on a one -for- one basis or, at OneWater LLC’s election, cash.

Changes in ownership interest in OneWater LLC, while OneWater Inc retains its controlling interest, will be accounted for as equity transactions.

Future direct exchanges of OneWater LLC units will result in a change in ownership and reduce the amount recorded as a non-controlling interest and increase additional paid-in-capital.

As of September 30, 2024, OneWater Inc owned 91.1 % of the economic interest of OneWater LLC with the OneWater Unit Holders owning the remaining 8.9 %.

As discussed in Note 1, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries.

Prior to March 31, 2025, OneWater Inc reported non-controlling interests attributable to the portion of OneWater LLC Units not owned by OneWater Inc.

Holders of OneWater LLC Units could exchange their LLC Units, together with the cancellation of an equal number of shares of Class B common stock of OneWater Inc, for shares of Class A common stock of OneWater Inc on a one -for- one basis or, at OneWater LLC’s election, cash.

During the year ended September 30, 2025, the remaining OneWater LLC Units were exchanged for 1,429,940 shares of Class A common stock of OneWater Inc., and the corresponding remaining 1,429,940 shares of Class B common stock of OneWater Inc.

were cancelled.

As of September 30, 2025, OneWater Inc owns 100.0 % of the economic interest of OneWater LLC and, accordingly, going forward will no longer report a non-controlling interest related to OneWater LLC Units.

As discussed in Note 4, the Company acquired an 80 % economic interest in Quality Boats during the year ended September 30, 2022.

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Investment in equity securities $ 128 $ — $ — $ 128

Derivative and hedging instruments — 1,560 — 1,560

Contingent consideration — — 15,161 15,161

Derivative and hedging instruments — 3,626 — 3,626

There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the fiscal years ended September 30, 2025, and 2024.

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Restructuring and Impairment

In March 2024, the Company evaluated its operations and decided to undergo a restructuring plan (the "2024 Restructuring") which resulted in the reduction of headcount and retail locations, cancellation of certain dealer agreements, and the cancellation of certain in-progress information and technology ("IT") related projects.

During year ended September 30, 2025 , the Company recorded impairment charges to adjust the carrying value of the goodwill and identifiable intangible assets to fair value (the "2025 Impairment") as discussed in Note 8.

Additionally, during year ended September 30, 2025, the Company underwent various restructuring actions, primarily a reduction of headcount, closure of certain locations and inventory adjustments related to the cancellation of certain dealer agreements.

As a result of the 2025 Impairment and the restructuring activities, the Company recognized $ 149.7 million of restructuring and impairment charges during the year ended September 30, 2025, of which $ 148.1 million is recorded in restructuring and impairment and $ 1.6 million is recorded in new boat cost of sales in the consolidated statement of operations .

Of the $ 149.7 million of restructuring charges, $ 50.0 million and $ 99.7 million is reported in the Dealership and Distribution reporting segments, respectively.

See Note 8 for more information about the impairment of goodwill and identifiable intangible assets.

As a result of the 2024 Restructuring, during the year ended September 30, 2024 the Company recognized $ 15.3 million of charges, of which $ 12.4 million is recorded in restructuring and impairment, $ 1.8 million is recorded in new boat cost of sales and $ 1.1 million is recorded in service, parts & other cost of sales in the consolidated statement of operations.

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No charges related to the 2024 Restructuring were recorded during the years ended September 30, 2025 and 2023.

As of September 30, 2024, $ 1.0 million was recorded in other payables and accrued expenses in the consolidated balance sheet related to the 2024 Restructuring.

No amounts were recorded in the consolidated balance sheet as of September 30, 2023 .

During the year ended September 2023, the Company recorded impairment charges to adjust the carrying value of the goodwill and identifiable intangible assets to fair value (the "2023 Impairment").

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Of the $ 147.4 million impairment loss, $ 6.5 million and $ 140.9 million is reported in the Dealerships and Distribution reporting segment, respectively.

No charges related to the 2023 Impairment were recorded during the years ended September 30, 2024 and 2022.

See note 8 for more information about the impairment of goodwill and identifiable intangible assets.

The Company is a corporation and, as a result is subject to U.S.

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federal net operating loss carryforwards have no expiration but can only be used to offset up to 80% of future taxable income annually.

The Company has Alabama net operating loss carryforwards of $ 0.3 million which has no limitation in use and expire in the years 2037 to 2040.

The Company projects to fully utilize the net operating losses during subsequent fiscal years.

The Company has IRC Section 163(j) interest expense carryforward of approximately $ 3.7 million , resulting in a deferred tax asset of $ 0.9 million as of September 30, 2024.

The IRC Section 163(j) interest expense carryforward has no expiration.

As a result of various state net operating loss carryforwards, the Company had deferred tax assets of $ 1.4 million and $ 0.3 million as of September 30, 2025 and 2024, respectively.

The state net operating loss carryforward period varies by state, as well as conformity to the 80% limitation.

The Company projects to fully utilize the net operating losses in subsequent fiscal years.

The Company has IRC Section 163(j) interest expense carryforward of approximately $ 9.7 million and $ 3.7 million as of September 30, 2025 and 2024, respectively, resulting in a deferred tax asset of $ 2.4 million and $ 0.9 million as of September 30, 2025 and 2024, respectively.

The Company also recorded an additional deferred tax asset of $ 0.2 million related to state 163(j) interest expense carryforwards as of September 30, 2025 .

The Section 163(j) interest expense carryforward has no expiration.

The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized.

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The Company is subject to examination in the US Federal and certain state tax jurisdictions for the tax years beginning with the year ended December 31, 2020.

In November 2022, the Company received notification that the IRS intended to commence an audit of the federal income tax return of OneWater LLC’s partnership for the tax year ended December 31, 2020.

The Company received a letter from the IRS in July 2024 noting the audit was complete with no adjustments.

In November 2024, the Company received notification that the Florida Department of Revenue intended to commence a corporate income tax audit of OneWater Inc for the tax years ended September 30, 2021, 2022 and 2023.

The audit is ongoing and the outcome and timing of settlements of asserted income tax liabilities, if any, are uncertain.

The Company received a letter from the Florida Department of Revenue in September 2025 noting the audit was complete with no significant adjustments.

Tax Receivable Agreement

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As of September 30, 2025 and 2024, our undiscounted liability under the Tax Receivable Agreement was $ 37.5 million and $ 40.6 million, respectively, representing 85 % of the calculated net cash savings in U.S.

federal, state and local income tax and franchise tax that OneWater Inc anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)).

federal, state and local income tax and franchise tax that OneWater Inc anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the fourth amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)).

The projection of future taxable income involves significant judgment.

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therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the OneWater LLC Agreement).

If we determine the utilization of these deferred tax

assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced.

If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced.

In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations.

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errors and omissions and natural disasters for which the Company carries commercial insurance.

There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage in the past years.

There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage in past years.

The Company leases real estate and equipment under operating lease agreements.

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For the years ended September 30, 2025, 2024 and 2023, $ 2.4 million , $ 2.4 million and $ 2.2 million, respectively, in total payments were made under the agreement.

In connection with the Tax Receivable Agreement, the Company owed $ 36.2 million and $ 38.7

million as recorded within current portion of tax receivable agreement liability and tax receivable agreement liability on the consolidated balance sheets at September 30, 2024 and 2023, respectively.

In connection with the Tax Receivable Agreement, the Company owed $ 33.5 million and $ 36.2 million as recorded within current portion of tax receivable agreement liability and tax receivable agreement liability on the consolidated balance sheets at September 30, 2025 and 2024 respectively.

See further discussion of our Tax Receivable Agreement in Note 17.

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See Note 2 for more information about our segments.

The Company evaluates performance and allocates resources for all of its reportable segments based on metrics such as segment revenues and segment income.

These segment profit metrics are consistent across all segments.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Reportable segment financial information for the years ended September 30, 2025, 2024 and 2023 is as follows:

As of and for the Year Ended September 30, 2024

($ in thousands) Dealerships Distribution Eliminations Total

Revenue $ 1,616,867 $ 156,060 $ ( 297 ) $ 1,772,630

Income (loss) from operations 67,613 ( 2,750 ) ( 45 ) 64,818

Depreciation and amortization 12,638 9,549 — 22,187

Transaction costs 1,334 196 — 1,530

Change in fair value of contingent consideration 4,248 — — 4,248

For the Year Ended September 30,

2025 2024 2023

New boat $ 1,158,165 $ 1,118,292 $ 1,223,691

Pre-owned boat 363,906 312,193 334,477

Finance & insurance income 54,959 51,494 56,325

Service, parts & other 147,951 134,591 140,734

Total revenues 1,724,981 1,616,570 1,755,227

Cost of sales:

New boat (1) 973,411 919,596 955,222

Pre-owned boat 298,361 248,068 258,524

Service, parts & other 72,924 65,479 65,927

Total cost of sales 1,344,696 1,233,143 1,279,673

Selling, general and administrative expenses (2) 283,215 276,113 286,426

Interest expense - floor plan 28,469 34,087 25,080

Segment income $ 68,601 $ 73,227 $ 164,048

(1) Cost of sales - new boat excludes restructuring and impairment charges.

(2) Selling, general and administrative expenses exclude equity-based compensation.

Distribution:

For the Year Ended September 30,

2025 2024 2023

Service, parts & other $ 147,353 $ 156,060 $ 181,083

Cost of sales:

Service, parts & other (1) 96,271 98,706 118,621

Selling, general and administrative expenses 49,571 48,124 50,137

Segment income $ 1,511 $ 9,230 $ 12,325

(1) Cost of sales - Service, parts & other excludes depreciation and amortization and restructuring and impairment charges

For the Year Ended September 30,

Reconciliation of segment income:

2025 2024 2023

Dealership segment income $ 68,601 $ 73,227 $ 164,048

Distribution segment income 1,511 9,230 12,325

Segment income 70,112 82,457 176,373

Interest expense - other ( 36,183 ) ( 37,050 ) ( 34,557 )

Restructuring and impairment ( 149,678 ) ( 15,318 ) ( 147,400 )

Total assets 1,357,650 232,351 ( 12 ) 1,589,989

As of and for the Year Ended September 30, 2023

($ in thousands) Dealerships Distribution Eliminations Total

Revenue $ 1,755,423 $ 181,083 $ ( 196 ) $ 1,936,310

Income (loss) from operations 163,229 ( 145,154 ) ( 8 ) 18,067

Depreciation and amortization 10,731 16,058 — 26,789

Transaction costs 1,587 252 — 1,839

Change in fair value of contingent consideration 2,133 ( 4,248 ) 1,604

Restructuring and impairment 6,500 140,902 — 147,402

Total assets 1,435,023 254,164 ( 28 ) 1,689,159

As of and for the Year Ended September 30, 2022

($ in thousands) Dealerships Distribution Eliminations Total

Revenue $ 1,608,972 $ 135,850 $ — $ 1,744,822

Income from operations 211,401 6,432 — 217,833

Depreciation and amortization 7,628 8,668 — 16,296

Equity-based compensation ( 10,499 ) ( 8,443 ) ( 8,962 )

Transaction costs ( 1,547 ) ( 1,530 ) ( 1,839 )

Change in fair value of contingent consideration 10,189 191 — 10,380

Depreciation and amortization ( 24,440 ) ( 22,187 ) ( 26,789 )

Other expense, net ( 1,429 ) ( 14 ) ( 953 )

Net (loss) income before income tax (benefit) expense $ ( 151,531 ) $ ( 6,333 ) $ ( 42,523 )

For the Year Ended September 30,

Interest expense - other:

2025 2024 2023

Dealership segment $ 36,183 $ 37,050 $ 34,557

Distribution segment — — —

Total interest expense - other $ 36,183 $ 37,050 $ 34,557

As of September 30,

Dealership segment $ 1,276,806 $ 1,357,638

Distribution segment 127,019 232,351

Total Assets $ 1,403,825 $ 1,589,989

1 unchanged sentence

Management evaluated events occurring subsequent to September 30, 2025 and other than as noted below determined that no material recognizable subsequent events occurred.

On November 13, 2024, the Company and certain of its subsidiaries entered into the November 2024 Inventory Financing Amendment, with Wells Fargo and other lenders party thereto.

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.

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.

On November 17, 2025, Company entered into Amendment No.

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

On November 17, 2025, the Company entered into the Third Amendment 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.

On November 25, 2025, the Company's Board of Directors approved a plan to sell certain operations of the Distribution reporting segment.

The sale is subject to working capital and other adjustments and is expected to close prior to March 31, 2026.

Proceeds from the transaction will be used for a payment on the A&R Credit Facility.

These operations met the criteria to be classified as held for sale during the first fiscal quarter of 2026 which will require the related assets and liabilities to be recorded at the lower of carrying value or fair value less any costs to sell based on the expected purchase price.

The Company is currently in the process of evaluating the potential impact the sale will have on the consolidated financial statements.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data