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Item 9A. Controls and Procedures

2025-12-15 compared with 2024-12-10 · 40 added, 20 removed, 227 unchanged (21% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of such date.

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

Our disclosure controls and procedures are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met and to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our disclosure controls and procedures are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met and to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

38 unchanged sentences

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Disclosure of 10b5-1 Plans

During the three months ended September 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

13 unchanged sentences

See the table of contents under “Item 8.

Financial Statements and Supplementary Data” in Part II of this Form 10-K above for the list of financial statements filed as part of this report.

Financial Statements and Supplementary Data” in Part II of this Annual Report on Form 10-K above for the list of financial statements filed as part of this report.

(2) Financial Statement Schedules

55 unchanged sentences

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

Employment Agreement, dated as of February 11, 2020, between One Water Marine Holdings, LLC and Philip A.

Employment Agreement, dated as of September 25, 2025, effective as of February 12, 2024, between One Water Marine Holdings, LLC and Philip A.

Singleton, Jr.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No.

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

Employment Agreement, dated as of February 11, 2020, between One Water Marine Holdings, LLC and Anthony Aisquith (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K, File No.

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

Employment Agreement, dated as of February 11, 2020, between One Water Marine Holdings, LLC and Jack Ezzell (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K, File No.

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

001-39213, filed with the Commission on September 30, 2025).

Employment Agreement, dated as of September 25, 2025, effective as of February 12, 2024, between One Water Marine Holdings, LLC and Anthony Aisquith (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on September 30, 2025).

Employment Agreement, dated as of September 25, 2025, effective as of February 12, 2024, between One Water Marine Holdings, LLC and Jack Ezzell (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on September 30, 2025).

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

17 unchanged sentences

Exhibit Number Description

Consignment Agreement, dated as of June 1, 2019, by and between South Florida Assets & Operations LLC and Global Marine Finance, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, File No.

001-39213, filed with the Commission on August 1, 2025).

Consignment Agreement, dated June 30, 2025 by and between Midwest Assets & Operations LLC, Singleton Assets & Operations LLC, South Florida Assets & Operations LLC, Legendary Assets & Operations LLC, Bosun's Assets & Operations LLC, Northpoint Commercial Finance LLC and Global Marine Finance LLC (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, File No.

001-39213, filed with the Commission on August 1, 2025).

Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.19 to the amendment to the Registrant’s Form S-1 Registration Statement (File No.

23 unchanged sentences

5 to the Amended and Restated Credit Agreement, dated as of September 25, 2024, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc.

and certain of its subsidiaries from time to time, the lenders from time to time party thereto, and Truist Bank as Administrative Agent.

and certain of its subsidiaries from time to time, the lenders from time to time party thereto, and Truist Bank as Administrative Agent (incorporated by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K, File No.

001-39213, filed with the Commission on December 10, 2024).

Amendment No.

3 unchanged sentences

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

Amendment No.

7 to Amended and Restated Credit Agreement and Amendment to Pledge and Security Agreement, dated as of November 17, 2025, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc.

and certain of its subsidiaries from time to time, the lenders from time to time party thereto, and Truist Bank as the Administrative Agent.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, File No.

001-39213, filed with the Commission on November 21, 2025).

Exhibit Number Description

Eighth Amended and Restated Inventory Financing Agreement, dated as of November 14, 2023, between Wells Fargo Commercial Distribution Finance, LLC as Agent for the several financial institutions that may from time to time become party thereto and Dealers that may from time to time become party thereto.

5 unchanged sentences

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

Third Amendment to Eighth Amended and Restated Inventory Financing Agreement, Omnibus Amendment to Collateralized Guarantees, and First Amendment to Consent Agreement, dated as of November 17, 2025, between Wells Fargo Commercial Distribution Finance, LLC as Agent for the several financial institutions that may from time to time become party thereto and Dealers that may from time to time become party thereto.

(incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, File No.

001-39213, filed with the Commission on November 21, 2025).

OneWater Marine Inc.

2 unchanged sentences

Securities and Exchange Commission on January 13, 2021).

Exhibit Number Description

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

7 unchanged sentences

Consent of Grant Thornton LLP.

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

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

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

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

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

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

16 unchanged sentences

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.

§ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

An unredacted copy of the exhibit will be furnished to the Securities and Exchange Commission on request.

Form 10-K Summary

4 unchanged sentences

Philip Austin Singleton, Jr.

Founder and Chief Executive Officer

Founder and Executive Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

1 unchanged sentence

/s/ Philip Austin Singleton, Jr.

Founder, Chief Executive Officer and Director

(Principal Executive Officer) December 10, 2024

Founder, Executive Chairman and Director

(Principal Executive Officer)

December 15, 2025

Philip Austin Singleton, Jr.

/s/ Jack Ezzell Chief Financial Officer

/s/ Jack Ezzell Chief Financial Officer and Chief Operating Officer

(Principal Financial Officer and Principal Accounting Officer) December 15, 2025

/s/ Anthony Aisquith President, Chief Operating Officer and Director December 10, 2024

/s/ Anthony Aisquith Chief Executive Officer and Director

December 15, 2025

Anthony Aisquith

7 unchanged sentences

Steven Roy Director December 15, 2025

Schraudenbach Chairman of the Board of Directors December 10, 2024

Schraudenbach Lead Independent Director

December 15, 2025

Schraudenbach

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures