OneWater Marine Inc. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO FINANCIAL STATEMENTS OneWater Marine Inc. Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) 69 Consolidated Balance Sheets as of September 30, 202 5 and 20 24 72 Consolidated Statements of Operations for the Years Ended September 30, 202 5 , 202 4 , and 202 3 73 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 202 5 , 202 4 , and 202 3 74 Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 202 5 , 202 4 , and 202 3 75 Consolidated Statements of Cash Flows for the Years Ended September 30, 202 5 , 202 4, and 202 3 76 Notes to the Consolidated Financial Statements 77 68 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders OneWater Marine Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of OneWater Marine Inc. (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 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters 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. 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. 69 Table of Contents 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 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 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 70 Table of Contents 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 We have served as the Company’s auditor since 2017. Atlanta, Georgia December 15, 2025 71 Table of Contents ONEWATER MARINE INC. CONSOLIDATED BALANCE SHEETS (In thousands, except par value and share data) September 30, 2025 September 30, 2024 ASSETS CURRENT ASSETS: Cash $ 52,166 $ 16,849 Restricted cash 12,654 10,488 Accounts receivable, net 60,885 73,269 Inventories 539,793 590,838 Prepaid expenses and other current assets 53,715 85,922 Total current assets 719,213 777,366 Property and equipment, net 91,576 93,224 Operating lease right-of-use assets 128,988 138,829 Other long-term assets 2,309 1,299 Deferred tax assets, net 72,587 37,278 Intangible assets, net 130,198 205,391 Goodwill 258,954 336,602 Total assets $ 1,403,825 $ 1,589,989 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 43,758 $ 32,106 Other payables and accrued expenses 41,429 42,116 Customer deposits 29,280 63,955 Notes payable – floor plan 419,682 443,386 Current portion of operating lease liabilities 16,615 15,704 Current portion of long-term debt, net 77,895 7,874 Current portion of tax receivable agreement liability 2,637 2,578 Total current liabilities 631,296 607,719 Other long-term liabilities 2,544 12,563 Tax receivable agreement liability 34,858 38,019 Long-term operating lease liabilities 115,977 126,001 Long-term debt, net 334,197 414,934 Total liabilities 1,118,872 1,199,236 COMMITMENTS AND CONTINGENCIES (Note 18) STOCKHOLDERS' EQUITY Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of September 30, 2025 and September 30, 2024 — — 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 164 147 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 — 14 Additional paid-in capital 240,478 202,921 Retained earnings 44,954 159,625 Accumulated other comprehensive loss ( 643 ) ( 1,897 ) Total stockholders’ equity attributable to OneWater Marine Inc. 284,953 360,810 Equity attributable to non-controlling interests — 29,943 Total stockholders’ equity 284,953 390,753 Total liabilities and stockholders’ equity $ 1,403,825 $ 1,589,989 72 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data) For the Years Ended September 30, 2025 2024 2023 Revenues: 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 295,304 290,651 321,817 Total revenues 1,872,334 1,772,630 1,936,310 Cost of sales: New boat 974,951 921,406 955,222 Pre-owned boat 298,361 248,068 258,524 Service, parts & other 172,000 168,093 187,438 Total cost of sales 1,445,312 1,337,567 1,401,184 Selling, general and administrative expenses 343,285 332,680 345,524 Depreciation and amortization 21,634 19,401 23,898 Transaction costs 1,547 1,530 1,839 Change in fair value of contingent consideration ( 2,133 ) 4,248 ( 1,604 ) Restructuring and impairment 148,139 12,386 147,402 (Loss) income from operations ( 85,450 ) 64,818 18,067 Other expense (income): Interest expense – floor plan 28,469 34,087 25,080 Interest expense – other 36,183 37,050 34,557 Other expense, net 1,429 14 953 Total other expense, net 66,081 71,151 60,590 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 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 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 Diluted weighted-average shares of Class A common stock outstanding 15,869 14,585 14,328 73 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) For the Years Ended September 30, 2025 2024 2023 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, 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 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, 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 ) 74 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Class A Common Stock Class B Common Stock Shares Amount Shares Amount Additional Paid-in Capital Retained Earnings Non- controlling Interest Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance at September 30, 2022 14,212 142 1,430 14 180,296 204,880 59,552 ( 7 ) 444,877 Net loss — — — — — ( 38,592 ) ( 519 ) — ( 39,111 ) Distributions to members — — — — — ( 38 ) ( 3,565 ) — ( 3,603 ) 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 as part of employee stock purchase plan 86 1 — — 2,091 — — — 2,092 Equity-based compensation — — — — 8,962 — — — 8,962 Repurchase and retirement of Class A common stock ( 64 ) ( 1 ) — — ( 760 ) ( 818 ) — — ( 1,579 ) Currency translation adjustment — — — — — — 1 8 9 Balance at September 30, 2023 14,420 144 1,430 14 193,018 165,432 55,469 1 414,078 Net loss — — — — — ( 5,705 ) ( 471 ) — ( 6,176 ) Distributions to members — — — — — ( 102 ) ( 5,313 ) — ( 5,415 ) Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increase in tax basis — — — — 1,868 — — — 1,868 Shares issued upon vesting of equity-based awards, net of tax withholding 208 2 — — ( 2,643 ) — — — ( 2,641 ) Shares issued as part of employee stock purchase plan 59 1 — — 1,519 — — — 1,520 Equity-based compensation — — — — 8,443 — — — 8,443 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 Net loss — — — — — ( 114,582 ) ( 1,648 ) — ( 116,230 ) 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 ) Shares issued upon vesting of equity-based awards, net of tax withholding 164 2 — — ( 1,848 ) — — — ( 1,846 ) Shares issued as part of employee stock purchase plan 93 1 — — 1,186 — — — 1,187 Equity-based compensation — — — — 10,499 — — — 10,499 Currency translation adjustment — — — — — — 2 ( 54 ) ( 52 ) 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 75 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Years Ended September 30, 2025 2024 2023 CASH FLOWS FROM 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 on asset disposals 298 36 221 Loss on disposal of a business — — 750 Loss on restructuring and impairment 145,844 539 147,402 Non-cash interest expense 4,623 2,099 10,129 Deferred income tax provision ( 35,852 ) ( 334 ) ( 23,030 ) Change in fair value of contingent consideration ( 2,133 ) 1,763 ( 1,604 ) Loss on equity investment 61 198 446 (Increase) decrease in assets: Accounts receivable 15,215 ( 1,477 ) ( 10,051 ) Inventories 47,911 24,636 ( 232,285 ) Prepaid expenses and other current assets 32,147 ( 17,939 ) 10,308 Other assets ( 1,067 ) 4,574 ( 3,188 ) Increase (decrease) in liabilities: Accounts payable 11,652 233 197 Other payables and accrued expenses ( 3,998 ) ( 13,381 ) ( 7,643 ) Tax receivable agreement liability ( 2,795 ) ( 2,602 ) ( 3,227 ) Customer deposits ( 38,862 ) 12,040 ( 14,825 ) Net cash provided by (used in) operating activities 91,753 34,839 ( 129,760 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment and construction in progress ( 12,019 ) ( 25,918 ) ( 21,251 ) Proceeds from disposal of property and equipment 416 757 567 Cash used for additions to intangible assets ( 714 ) ( 909 ) ( 2,823 ) Cash received (used) in acquisitions 713 ( 5,712 ) ( 28,882 ) Proceeds from disposal of a business — 45,100 788 Net cash (used in) provided by investing activities ( 11,604 ) 13,318 ( 51,601 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net (payments) borrowings from floor plan ( 23,704 ) ( 45,638 ) 219,688 Proceeds from long-term debt 27,524 43,392 30,000 Payments on long-term debt ( 42,146 ) ( 78,381 ) ( 18,338 ) Payments of debt issuance costs ( 935 ) ( 2,221 ) — Payments of contingent consideration ( 2,419 ) ( 5,888 ) ( 12,574 ) Proceeds from issuance of Class A common stock as part of employee stock purchase plan 1,187 1,520 2,092 Payments of tax withholdings for equity-based awards ( 1,846 ) ( 2,641 ) ( 1,971 ) Distributions to members ( 275 ) ( 5,415 ) ( 3,603 ) Purchase of non-controlling interest — ( 18,840 ) — Repurchase and retirement of Class A common stock — — ( 1,579 ) Net cash (used in) provided by financing activities ( 42,614 ) ( 114,112 ) 213,715 Effects of exchange rate changes on cash and restricted cash ( 52 ) ( 18 ) 9 Net change in cash and restricted cash 37,483 ( 65,973 ) 32,363 Cash and restricted cash at beginning of period 27,337 93,310 60,947 Cash and restricted cash at end of period $ 64,820 $ 27,337 $ 93,310 Supplemental cash flow disclosures Cash paid for interest $ 61,041 $ 75,957 $ 49,508 Cash (received) paid for income taxes and income tax refunds ( 5,936 ) 5,495 23,322 Noncash items Acquisition purchase price funded by contingent consideration — — 2,550 Purchase of property and equipment funded by long-term debt 219 156 1,122 Acquisition purchase price funded by affiliate financing — — 10,600 Settlement of affiliate financing with proceeds from sale and leaseback — — 10,600 76 Table of Contents OneWater Marine Inc. and Subsidiaries Notes to the Consolidated Financial Statements 1. Description of Company and Basis of Presentation Description of the Business OneWater Marine Inc. (“OneWater Inc”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “IPO”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Inc, the “Company”), OneWater Inc is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its subsidiaries. The Company is one of the largest recreational marine retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, the sale of marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of September 30, 2025, the Company operates a total of 95 retail locations, 9 distribution centers/warehouses and multiple online marketplaces in 19 states, several of which are in the top twenty states for marine retail expenditures. Operating results are generally subject to seasonal variations. 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, 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. Local influences such as corporate downsizing, inclement weather such as hurricanes, tornadoes and other storms, environmental conditions, and other events have and could adversely affect the Company’s operations in certain markets and in certain periods. 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 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, 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, 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, owns 100 % of Quality Assets and Operations, LLC. Basis of Financial Statement Preparation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All adjustments, 77 Table of Contents 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. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the fiscal year ending on September 30. 2. Summary of Significant Accounting Policies Cash At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At September 30, 2025 and 2024, the Company exceeded FDIC limits at various institutions. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk. Total cash and restricted cash shown in the consolidated statements of cash flows is comprised of the amounts reported in cash and restricted cash on the consolidated balance sheets. Restricted Cash Restricted cash relates to amounts collected for brokerage sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats. Inventories Inventories are stated at the lower of cost or net realizable value. The cost of inventories consist of amounts paid to acquire the inventory, net of vendor consideration received and purchase discounts, and varying by inventory type, may include the cost of reconditioning, equipment addition, transportation, material, labor and manufacturing overhead. The cost of the new and pre-owned boat inventory is determined using the specific identification method. 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 (which approximate average costs), and first-in, first-out (“FIFO”). Vendor Consideration Received Consideration received from vendors is accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives. Leasehold improvements are amortized over the shorter of the lease period or the estimated useful lives. The estimated useful lives of assets are as follows: Years Company vehicles 5 Buildings and improvements 10 - 39 Machinery and equipment 5 - 7 Office equipment 5 - 7 Expenditures for major improvements that extend the useful life of assets are capitalized. Minor replacements, maintenance and repairs which do not extend the useful life of an asset are expensed as incurred. 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. The Company would conclude that an asset may be impaired if the sum of such undiscounted expected future cash flows is less than the carrying amount of the related asset. If an asset is impaired, the impairment loss would be the amount by which the carrying amount of the related asset exceeds its fair value. We did not record an impairment of our property and equipment in fiscal years 2025, 2024 or 2023. 78 Table of Contents Goodwill and Other Identifiable Intangible Assets 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, 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 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 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. During the year ended September 30, 2023, 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 $ 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. In accordance with ASC 350, the Company first performs an annual qualitative impairment assessment for indefinite-lived intangible assets to determine if it is more likely than not that the fair values are greater than their carrying amounts. If it is determined that it is more likely than not that the fair values of the indefinite-lived intangible assets are less than their respective carrying amounts, the Company then performs a quantitative impairment analysis by comparing the carrying amount of the indefinite-lived intangible assets to the fair values. To determine the fair value of the indefinite-lived intangible assets, the Company uses a relief from royalty method for trade names. 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. As a result, the Company recognized a $ 43.0 million impairment for indefinite-lived intangible assets for the year then ended. See Note 8 for more information about the impairment of indefinite-live intangible assets. 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 . 79 Table of Contents The Compa ny performs its assessment by comparing the book value of the asset groups to the estimated future undiscounted cash flows associated with the asset groups. If any impairment in the carrying value of its definite-lived intangible assets is indicated, the assets would be adjusted to an estimate of fair value. 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, 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. As a result, the Company recognized a $ 46.7 million impairment for definite-lived intangible assets for the year then ended. See Note 8 for more information about the impairment of definite-lived intangible assets. Software Development The Company capitalizes cost for software developed or obtained for internal use, including domain names and internally developed software, and amortizes them over their estimated useful life, which is generally three to five years . The Company begins to capitalize costs incurred for computer software during the application development stage, as long as it is probable that the project will be completed and the software will be used for its intended purpose. Capitalization ceases when a software project is substantially complete and ready for its intended use. Sales Tax 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. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales. Revenue Recognition 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, 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. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and accessories sold directly to a customer (not on a repair order) are recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) is recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $ 4.6 million and $ 4.2 million as of September 30, 2025 and 2024, respectively. Certain parts and service transactions require the Company to perform shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery). They are considered fulfillment activities and are included in selling, general and administrative expenses. Revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commissions are recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the consolidated financial statements for the years ended September 30, 2025, 2024 and 2023. 80 Table of Contents Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in customer deposits in the Company’s consolidated balance sheets. Deposits received from customers are recorded as a liability until the related sales orders have been fulfilled by us and control of the vessel is transferred to the customer. The activity in customer deposits for the years ended September 30, 2025, 2024 and 2023 is as follows: ($ in thousands) 2025 2024 2023 Beginning contract liability $ 63,955 $ 51,649 $ 65,460 Revenue recognized from contract liabilities included in the beginning balance ( 63,375 ) ( 48,642 ) ( 63,207 ) Increases due to business combinations and cash received, net of amounts recognized in revenue during the period 28,700 60,948 49,396 Ending contract liability $ 29,280 $ 63,955 $ 51,649 The following table sets forth percentages on the timing of revenue recognition for the years ended September 30, 2025, 2024 and 2023: 2025 2024 2023 Goods and services transferred at a point in time 93.8 % 93.8 % 93.8 % Goods and services transferred over time 6.2 % 6.2 % 6.2 % Total Revenue 100.0 % 100.0 % 100.0 % Advertising Costs We expense advertising and promotional costs as incurred and include them in selling, general and administrative expenses in the accompanying consolidated statements of operations. 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, 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 Equity-based compensation plans are accounted for following the provisions of FASB ASC 718, ‘‘ Compensation — Stock Compensation ’’ (‘‘ASC 718’’). Equity-based awards are designed to reward employees for their long-term contributions to the Company and to provide incentives for them to remain with the Company. Valuation models and the quoted market price of our common stock are used to value all equity-based compensation. Compensation for awards is measured at fair value on the grant date based on the number of shares expected to vest. The Company recognizes compensation cost for all awards on a graded basis over the requisite service period of the award. Income Taxes OneWater Inc is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns. When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations. 81 Table of Contents Loan costs The Company accounts for its loan costs in accordance with FASB Accounting Standards Update (“ASU”) No. 2015-03, ‘‘ Interest-Imputation Subtopic (835-30): Simplifying the Presentation of Debt Issuance Costs ’’, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction of the carrying amount of that debt liability. Loan costs are amortized to interest expense on a straight-line basis over the life of the loan, which approximates the effective interest method. Liquidity 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 The Company utilizes derivative financial instruments to manage its interest rate risk. 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 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 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets and valuation of contingent consideration. Segment Information We report our operations through two reportable segments, which are organized based on the types of service and product provided: Dealerships and Distribution. The Dealership segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine related parts and accessories and offers slip and storage accommodations in certain locations. The Distribution segment engages in the manufacturing, assembly and distribution primarily of marine related products to distributors, big box retailers and online retailers through a network of warehouse and distribution centers. 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 Executive Chairman of the Board as its CODM. 3. New Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which is intended to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis. 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 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 82 Table of Contents 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. 4. Acquisitions and Dispositions Acquisitions In the years ended September 30, 2025, 2024, and 2023, the Company completed acquisitions of multiple businesses. The results of operations of acquisitions are included in the accompanying consolidated financial statements from the acquisition date. The purchase price of acquisitions was allocated to identifiable tangible assets and intangible assets acquired based on their estimated fair values at the acquisition date, with the excess being allocated to goodwill. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on the information currently available. Any changes to the value of identifiable intangible assets are reclassified from goodwill upon the completion of the valuations. 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: 83 Table of Contents Fiscal Year 2024 For the year ended September 30, 2024, the Company completed the following transaction: • On May 1, 2024, Garden State Yacht Sales, a full service marine retailer located in New Jersey The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Total Acquisitions Accounts receivable $ 113 Inventories 6,676 Prepaid expenses 11 Property and equipment 478 Operating lease right-of-use assets 4,360 Accounts payable ( 1,263 ) Accrued expenses ( 36 ) Customer deposits ( 267 ) Operating lease liabilities ( 4,360 ) Aggregate acquisition date fair value $ 5,712 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 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 . On October 31, 2023, the Company exercised its right to acquire the remaining 20 % economic interest in Quality Assets and Operations, LLC for consideration totaling $ 18.8 million. Subsequent to the acquisition, the Company owns 100 % of the economic interest in Quality Assets and Operations, LLC. Fiscal Year 2023 For the year ended September 30, 2023, the Company completed the following transactions: • On October 1, 2022, Taylor Marine Centers, a retail marine dealership with locations in Maryland and Delaware • On December 1, 2022, Harbor View Marine, a retail marine dealership with locations in Florida and Alabama • On September 1, 2023, Harbor Pointe Marina, a retail marine dealership with one location in Alabama Consideration paid for the consummated acquisitions was $ 42.0 million with $ 28.9 million paid at closing (net of cash acquired), $ 10.6 million in non-cash financing and the remaining $ 2.6 million in estimated payments of contingent consideration. The payments of contingent consideration are part of earnouts from the achievement of certain post-acquisition increases in adjusted EBITDA. As of September 30, 2023, the earnout period for the acquisitions was completed and no contingent consideration payout was achieved. 84 Table of Contents 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) Total Acquisitions Accounts receivable $ 286 Inventories 6,424 Prepaid expenses 72 Property and equipment 11,588 Operating lease right-of-use assets 3,820 Identifiable intangible assets 8,800 Goodwill 18,481 Accounts payable ( 17 ) Accrued expenses ( 361 ) Customer deposits ( 1,013 ) Notes payable - floor plan ( 2,228 ) Operating lease liabilities ( 3,820 ) Aggregate acquisition date fair value $ 42,032 Consideration transferred 42,032 In connection with the acquisition of Harbor View Marine, an entity affiliated with the Company agreed to acquire the real estate for the two acquired locations, in effect providing non-cash financing. The Company has accounted for this transaction as a sale and leaseback of the properties in our consolidated financial statements. There was no gain or loss recorded as part of the transaction. The leases for the two properties include an initial term of 15 years and two , five-year renewal options. 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 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 $ 1.2 million for the year ended September 30, 2023. 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. The following unaudited pro forma results of operations for the years ended September 30, 2025, 2024 and 2023 assumes that all acquisitions were completed on October 1, 2022. ($ in thousands) 2025 2024 2023 Pro forma revenues $ 1,872,334 $ 1,779,550 $ 1,957,897 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 has been tax affected based on the Company’s effective tax rate in the historical periods presented. Dispositions 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, 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, net in the consolidated statement of operations. 85 Table of Contents In connection with the disposition of Roscioli Yachting Center, the Company sold the associated real estate. As part of the sale agreement, the Company entered into a lease with the purchasing party for a portion of the location. The Company has accounted for this transaction as a sale and leaseback of the property in our consolidated financial statements. There was no gain or loss recorded as part of the transaction. The lease for the property includes an initial term of 10 years. The lease is accounted for as an operating lease and is included in the operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet. There were no dispositions of business entities during the years ended September 30, 2025 and 2024 . 5. Accounts Receivable Accounts receivable primarily consists of trade accounts receivable, contracts in transit and manufacturer receivables. Trade receivables include amounts due from customers on the sale of boats, parts, service, and storage. Contracts in transit represent anticipated funding from the loan agreement customers execute at the dealership when they purchase their new or pre-owned boat. These finance contracts are typically funded within 30 days . Amounts due from manufacturers represent receivables for various manufacturer incentive programs and parts and service work performed pursuant to the manufacturers’ warranties. The allowance for credit losses is estimated based on past collection experience, current conditions and reasonable and supportable forecasts. The annual activity for charges and subsequent recoveries is immaterial. Accounts receivable consisted of the following: ($ in thousands) September 30, 2025 September 30, 2024 Trade accounts receivable $ 29,642 $ 32,578 Contracts in transit 17,942 20,437 Manufacturer receivable 10,903 11,435 Income tax receivable 2,950 9,370 Total accounts receivable 61,437 73,820 Less – allowance for credit losses ( 552 ) ( 551 ) Total accounts receivable, net $ 60,885 $ 73,269 6. Inventories Inventories consisted of the following: ($ in thousands) September 30, 2025 September 30, 2024 New vessels $ 395,300 $ 442,834 Pre-owned vessels 74,535 79,234 Parts and accessories, work in process 69,958 68,770 Total inventories $ 539,793 $ 590,838 7. Property and Equipment Property and equipment, net consisted of the following: ($ in thousands) September 30, 2025 September 30, 2024 Land $ 6,323 $ 6,323 Buildings and improvements 24,940 24,890 Leasehold improvements 34,426 30,503 Machinery and equipment 35,979 32,637 Office equipment 17,355 16,124 Company vehicles 29,448 23,957 Construction in progress 1,965 2,637 Total property and equipment 150,436 137,071 Less accumulated depreciation ( 58,860 ) ( 43,847 ) Total property and equipment, net $ 91,576 $ 93,224 86 Table of Contents For the years ended September 30, 2025, 2024 and 2023, depreciation expense totaled $ 16.4 million, $ 14.3 million and $ 13.4 million, respectively. 8. Goodwill and Intangible Assets Our acquisitions have resulted in the recording of goodwill and other identifiable intangible assets. 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. 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: ($ in thousands) Goodwill Trade Names Developed Technologies Customer Relationships Domain Names Internally Developed Software Total Intangible Assets, net Unamortized Unamortized Amortized Amortized Amortized Amortized Net balance as of September 30, 2023 $ 336,602 $ 149,921 $ 4,419 $ 52,114 $ 2,387 $ 3,483 $ 212,324 Acquisitions during the year ended September 30, 2024 — — — — — 909 909 Amortization expense for the year ended September 30, 2024 — — ( 455 ) ( 5,711 ) ( 637 ) ( 1,039 ) ( 7,842 ) Net balance as of September 30, 2024 336,602 149,921 3,964 46,403 1,750 3,353 205,391 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, 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. 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. 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): 2026 $ 2,108 2027 1,879 2028 96 2029 95 2030 12 Thereafter — $ 4,190 87 Table of Contents 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. 9. Other Payables and Accrued Expenses Other payables and accrued expenses consisted of the following: ($ in thousands) September 30, 2025 September 30, 2024 Payroll accrual $ 17,381 $ 16,720 Sales tax payable 4,724 3,626 Other payables and accrued expenses 11,472 12,428 Acquisition contingent consideration 5,684 6,162 Accrued interest 2,168 3,180 Total other payables and accrued expenses $ 41,429 $ 42,116 10. Notes Payable — Floor Plan 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”) 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. 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 %. Wells Fargo will finance 100.0 % of the vendor invoice price for new boats, engines, and trailers. As of September 30, 2025 the interest rate on the Inventory Financing Facility ranged from 7.17 % to 9.42 % for new inventory and 7.42 % to 9.67 % for pre-owned inventory. As of September 30, 2024 the interest rate on the Inventory Financing Facility ranged from 8.03 % to 10.28 % for new inventory and 8.28 % to 10.53 % for pre-owned inventory. Borrowing capacity available at September 30, 2025 and September 30, 2024 was $ 175.3 million and $ 206.6 million, respectively. 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, 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 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. 11. Long-term Debt and Line of Credit On August 9, 2022, the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “A&R Credit Facility”) with Truist Bank. The A&R Credit Facility provides for a $ 65.0 million revolving credit facility (the “A&R Revolving Facility”) that may be used for revolving credit loans (including up to $ 5.0 million in swingline loans and up to $ 5.0 million in letters of credit) and a $ 445.0 million term loan (the “A&R Term Loan”). 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. 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. 88 Table of Contents 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, 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 in compliance with all covenants for the reporting period ended September 30, 2025. Long-term debt consisted of the following at: ($ in thousands except monthly payment amounts) September 30, 2025 September 30, 2024 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 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 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 May 2032 1,549 2,561 Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0 % per annum. The note was paid in full on December 1, 2024. — 1,126 Total debt outstanding 415,903 430,306 Less current portion (net of current debt issuance costs) ( 77,895 ) ( 7,874 ) Less unamortized portion of debt issuance costs ( 3,811 ) ( 7,498 ) Long-term debt, net of current portion and unamortized debt issuance costs $ 334,197 $ 414,934 Principal repayment requirements of long-term debt at September 30, 2025 are as follows (in thousands): Year ending September 30, 2026 $ 81,706 2027 334,052 2028 78 2029 42 2030 19 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 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. As of September 30, 2025 and 2024, the Company had $ 2.8 million and $ 1.6 million, respectively, in letters of credit outstanding under the A&R Revolving Facility. 89 Table of Contents 12. Derivative and Hedging Instruments 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 : Inception Date Hedged Rate Notional Value at Inception (in thousands) Maturity Date September 2024 SOFR $ 200,000 September 2027 September 2024 Term SOFR $ 200,000 September 2027 The fair value of the cash flow swaps is calculated using an income approach. The income approach involves using the quoted price for economically equivalent inputs or valuation methodologies, assumptions and inputs, which in the case of projected future cash flows, discount such cash flows to a single net present value amount. The following table provides information regarding the fair value of the interest rate swap agreements and the impact on the consolidated balance sheets at ($ in thousands): Balance Sheet Location September 30, 2025 September 30, 2024 Prepaid expenses and other current assets $ 532 $ 1,560 Other long-term liabilities ( 1,448 ) ( 3,626 ) Net asset (liability) $ ( 916 ) $ ( 2,066 ) 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, 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 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 2024 — — 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. 90 Table of Contents 13. Stockholders’ Equity Equity-Based Compensation We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,637,399 . The LTIP is and will continue to be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. 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. 2025 Awards 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 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. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the applicable vesting period. The Company recognized $ 10.0 million, $ 7.9 million and $ 8.2 million of compensation expense for the fiscal years ended September 30, 2025, 2024 and 2023, respectively, which includes $ 5.1 million, $ 2.9 million, and $ 3.5 million of compensation expense for the fiscal years ended September 30, 2025, 2024 and 2023, respectively, for performance-based units . The following table further summarizes activity related to restricted stock units for the years ended September 30, 2025 and 2024 : Restricted Stock Unit Awards Number of Shares Weighted Average Grant Date Fair Value ($) Unvested at September 30, 2023 524,785 $ 28.86 Awarded 346,481 25.62 Vested ( 318,934 ) 28.22 Forfeited ( 10,213 ) 27.19 Unvested at September 30, 2024 542,119 27.20 Awarded 364,050 23.91 Vested ( 243,352 ) 27.48 Forfeited ( 4,999 ) 25.19 Unvested at September 30, 2025 657,818 $ 25.29 As of September 30, 2025, the total unrecognized compensation expense related to outstanding equity awards was $ 5.0 million, which the Company expects to recognize over a weighted-average period of 1.2 years. We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares equal to the amount of employee income tax withholding. We recognize forfeitures of performance-based restricted stock units and time-based restricted stock units as the forfeitures occur. 91 Table of Contents 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 Numerator: Net loss attributable to OneWater Inc $ ( 114,582 ) $ ( 5,705 ) $ ( 38,592 ) Denominator: 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: Restricted stock units — — — Employee stock purchase plan — — — 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 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): Year Ended September 30, 2025 Year Ended September 30, 2024 Year Ended September 30, 2023 Class B common stock 446 1,430 1,430 Restricted stock units 347 577 598 Employee Stock Purchase Plan 7 30 4 800 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 At the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 23, 2021, the Company’s stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which was approved and adopted by the Board as of January 13, 2021 (the “Adoption Date”), subject to stockholder approval at the Annual Meeting. The effective date of the ESPP is February 23, 2021, and, unless earlier terminated, the ESPP will expire on the twentieth anniversary of the Adoption Date. The ESPP will be administered by the Board or by one or more committees to which the Board delegates such administration. 92 Table of Contents The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. 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 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. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan. The Company recorded equity-based compensation for the ESPP of $ 0.5 million, $ 0.6 million and $ 0.7 million during the years ended September 30, 2025, 2024 and 2023 , respectively. As of September 30, 2025 and 2024, we had current liabilities of $ 0.2 million and $ 0.3 million. respectively, for future purchases of shares under the ESPP. During the year ended September 30, 2025, 93,477 shares were issued under the ESPP at an average price per share of $ 12.69 . During the year ended September 30, 2024, 59,089 shares were issued under the ESPP at an average price per share of $ 25.72 . We used a Black-Scholes model to estimate the fair value of the options granted to purchase shares issued pursuant to the ESPP. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant. The following are the assumptions used for the fiscal years ended September 30, 2025, 2024 and 2023: 2025 2024 2023 Dividend yield 0.0 % 0.0 % 0.0 % Risk-free interest rate 4.3 - 5.4 % 5.2 - 5.5 % 4.8 - 5.5 % Volatility 55.0 - 68.0 % 37.6 - 62.7 % 37.6 - 45.6 % Expected life Six months Six months Six months Distributions 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. 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. The Company had the exclusive right, but not obligation, to acquire the remaining 20 % economic interest at any time before January 1, 2027. On October 31, 2023, the Company exercised the right to acquire the remaining 20 % economic interest in Quality Boats. 14. Retirement Plan The Company offers a 401(k) retirement plan to its full-time employees over the age of 21 . The Company currently makes discretionary matching contributions of 50.0 % for the first 4.0 % of employee salary deferrals. The Company made discretionary contributions of $ 2.9 million, $ 2.7 million and $ 2.6 million for the years ended September 30, 2025, 2024 and 2023, respectively. 15. Fair Value Measurements In determining fair value, the Company uses various valuation approaches including market, income and/or cost approaches. FASB standard ‘‘ Fair Value Measurements ’’ (Topic 820) establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are those that reflect the Company’s expectation of the assumptions market participants 93 Table of Contents would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in purchase acquisitions, those used in assessing impairment of property and equipment and other intangibles, and those used in the reporting unit valuation in the annual goodwill impairment evaluation and contingent consideration. The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value measurements can be volatile based on various factors that may or may not be within the Company’s control. The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying consolidated balance sheets as of September 30: 2025 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in equity securities $ 67 $ — $ — $ 67 Derivative and hedging instruments — 532 — 532 Liabilities: Contingent consideration — — 6,684 6,684 Derivative and hedging instruments — 1,448 — 1,448 2024 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in equity securities $ 128 $ — $ — $ 128 Derivative and hedging instruments — 1,560 — 1,560 Liabilities: 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. We measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value with the change in fair value included in other expense (income), net, in the consolidated statements of operations. The fair value of equity investments is measured using quoted prices in its active markets. The investment in equity securities balance is recorded in other long-term assets in the consolidated balance sheets. 94 Table of Contents The portion of unrealized losses recognized related to equity securities still held as of September 30 consists of the following: ($ in thousands) Year Ended September 30, 2025 Year Ended September 30, 2024 Year Ended September 30, 2023 Net losses recognized during the period on equity securities $ 61 $ 198 $ 446 Less: net losses recognized during the period on equity securities sold during the period — — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ 61 $ 198 $ 446 We estimate the fair value of contingent consideration using a probability-weighted discounted cash flow model based on forecasted future earnings or other agreed upon metrics including the production of acquisition leads. The acquisition contingent consideration liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The contingent consideration balance is recorded in other payables and accrued expenses and other long-term liabilities in the consolidated balance sheets. Changes in fair value and net present value of contingent consideration are recorded in change in fair value of contingent consideration in the consolidated statements of operations. The fair value of contingent consideration is reassessed on a quarterly basis. The following table sets forth the changes in fair value of our contingent consideration for the fiscal years ended September 30, 2025 and 2024: ($ in thousands) Contingent Consideration Balance as of September 30, 2023 $ 21,181 Additions from acquisitions — Settlement of contingent consideration ( 10,268 ) Change in fair value, including accretion 4,248 Balance as of September 30, 2024 15,161 Additions from acquisitions — Settlement of contingent consideration ( 6,344 ) Change in fair value, including accretion ( 2,133 ) Balance as of September 30, 2025 $ 6,684 We determined the carrying value of our cash and cash equivalents, accounts receivable, accounts payable, other payables and accrued expenses, floor plan notes payable, term note payable with Truist Bank, seller notes payable and company vehicle notes payable approximate their fair values because of the nature of their terms and current market rates of these instruments. Derivative and hedging instruments are recorded at fair value as discussed in Note 12. 95 Table of Contents 16. Restructuring and Impairment 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. 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 related projects. 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. Of the $ 15.3 million of charges related to the 2024 Restructuring, $ 13.0 million and $ 2.3 million is reported in the Dealerships and Distribution reporting segment, respectively. No charges related to the 2024 Restructuring were recorded during the years ended September 30, 2025 and 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"). As a result of the 2023 Impairment, during the year ended September 30, 2023 the Company recognized a loss of $ 147.4 million , which is recorded in restructuring and impairment on the consolidated statement 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. 17. Income Taxes The Company is a corporation and, as a result is subject to U.S. federal, state and local income taxes. OneWater LLC is treated as a pass-through entity for U.S. federal tax purposes and in most state and local jurisdictions. As such, OneWater LLC’s members, including the Company, are liable for federal and state income taxes on their respective shares of OneWater LLC’s taxable income. The components of income tax (benefit) expense are: ($ in thousands) Year Ended September 30, 2025 Year Ended September 30, 2024 Year Ended September 30, 2023 Current: Federal $ 93 $ ( 424 ) $ 16,184 State 457 601 3,434 Foreign — — — 550 177 19,618 Deferred: Federal ( 30,411 ) ( 152 ) ( 19,171 ) State ( 5,440 ) ( 182 ) ( 3,859 ) Foreign — — — ( 35,851 ) ( 334 ) ( 23,030 ) Income tax (benefit) expense $ ( 35,301 ) $ ( 157 ) $ ( 3,412 ) 96 Table of Contents A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows: For the Years Ended September 30, 2025 2024 2023 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Income attributable to non-controlling interests and nontaxable income ( 0.2 ) ( 1.3 ) ( 0.2 ) State income taxes, net of federal benefit 3.4 ( 2.4 ) 3.3 Non-deductible items ( 1.1 ) ( 23.3 ) — Federal and state credits 0.4 10.1 — Loss on impairment — — ( 11.4 ) Other ( 0.1 ) ( 1.7 ) ( 4.7 ) Effective income tax rate 23.4 % 2.4 % 8.0 % Details of the Company’s deferred tax assets and liabilities are as follows: ($ in thousands) September 30, 2025 September 30, 2024 Deferred tax assets: Investment in partnerships $ 51,030 $ 24,496 Tax receivable agreement 9,265 10,071 Net operating loss 8,130 1,216 Other 4,162 1,495 Total 72,587 37,278 Valuation allowance — — Total deferred tax assets 72,587 37,278 Deferred tax liabilities: Fixed assets $ — $ — Intangibles — — Other — — Total deferred tax liabilities — — Deferred tax assets, net $ 72,587 $ 37,278 The Company had federal net operating loss carryforwards from underlying corporate entities of approximately $ 32.0 million and $ 4.3 million resulting in a deferred tax asset of $ 6.7 million and $ 0.9 million as of September 30, 2025 and 2024, respectively. The U.S. federal net operating loss carryforwards have no expiration but can only be used to offset up to 80% of future taxable income annually. 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. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will fully realize our deferred tax assets in the future. The Company has not recorded a valuation allowance. As of September 30, 2025 and 2024, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. 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 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 Company received a letter from the Florida Department of Revenue in September 2025 noting the audit was complete with no significant adjustments. 97 Table of Contents Tax Receivable Agreement In connection with the IPO, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the owners of OneWater LLC. 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 fourth amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)). The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability to make payments under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; 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. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations. 18. Commitments and Contingencies Employment Agreements The Company is party to employment agreements with certain executives, which provide for compensation, other benefits and severance payments under certain circumstances. The Company also has consulting and noncompete agreements in place with previous owners of acquired companies. Claims and Litigation The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, as of September 30, 2025 , will have a material adverse effect on its financial condition, results of operations or cash flows. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on the Company’s financial condition, liquidity or results of operations. Risk Management The Company is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; 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 past years. 19. Leases The Company leases real estate and equipment under operating lease agreements. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. For leases with terms in excess of 12 months, we record a right-of-use (“ROU”) asset and lease liability based on the present value of lease payments over the lease term. We do not have any significant leases that have not yet commenced that create significant rights and obligations for us. The Company has elected the practical expedient not to separate lease and non- lease components for all leases that qualify. Our real estate and equipment leases often require payment of maintenance, real estate taxes and insurance. These costs are generally variable and based on actual costs incurred by the lessor. These amounts are not included in the consideration of the contract when determining the ROU asset and lease liability but are reflected as variable lease payments. Most leases include one or more options to renew, with renewal terms that can extend the lease from one to ten or more years. The exercise of the lease renewal option is typically at our sole discretion. If it is reasonably certain that we will exercise the option to renew, the period covered by the options are included in the lease term and are recognized as part of our ROU assets and lease liabilities. Certain leases include the option to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain to be exercised. As of September 30, 2025, our weighted-average lease term on operating leases was 8.7 years. 98 Table of Contents Certain of our lease agreements include rental payments based on percentage of retail sales over contractual levels and others include rental payments adjusted periodically based on index rates. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. When available, the implicit rate is utilized to discount lease payments to present value; however, none of our leases provide a readily determinable implicit rate, therefore we use our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. As of September 30, 2025, our weighted average discount rate on operating leases was 5.7 %. The following table provides certain information related to lease costs for operating leases: For the Years Ended September 30, ($ in thousands) 2025 2024 2023 Operating lease cost $ 24,675 $ 23,336 $ 21,332 Short-term and variable lease cost 8,265 6,415 6,062 $ 32,940 $ 29,751 $ 27,394 The following table presents supplemental cash flow information for leases: For the Years Ended September 30, ($ in thousands) 2025 2024 2023 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 17,652 $ 17,168 $ 20,704 Right-of-use assets obtained in exchange for new operating lease liabilities $ 7,801 $ 20,330 $ 27,128 The following table provides the maturities of our operating lease liabilities as of September 30, 2025: ($ in thousands) Operating Leases Year ending September 30, 2026 $ 23,233 2027 22,196 2028 22,292 2029 19,962 2030 17,247 Thereafter 65,440 Total minimum lease payments 170,370 Less: Present value adjustment ( 37,778 ) Operating lease liabilities $ 132,592 20. Related Party Transactions In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with the Company. For the years ended September 30, 2025, 2024 and 2023, $ 136.6 million, $ 124.4 million and $ 94.3 million, respectively, in total purchases were incurred under these arrangements. In accordance with agreements approved by the Board, certain entities affiliated with the Company receive fees for rent of commercial property. For the years ended September 30, 2025, 2024 and 2023, $ 3.6 million, $ 2.5 million and $ 2.1 million, respectively, in total expenses were incurred under these arrangements. Additionally, see Note 4 for information regarding a sale and leaseback transaction with an entity affiliated with the Company in connection with an acquisition by the Company. In accordance with agreements approved by the Board, the Company received fees from certain entities and individuals affiliated with the Company for goods and services. For the years ended September 30, 2025, 2024 and 2023, $ 3.5 million, $ 4.0 million and $ 1.1 million, respectively, were recorded under these arrangements. 99 Table of Contents In accordance with agreements approved by the Board, the Company made payments to certain entities and individuals affiliated with the Company for goods and services. For the years ended September 30, 2025, 2024 and 2023, $ 0.2 million, $ 0.1 million and $ 0.1 million, respectively, were recorded under these arrangements. In connection with transactions noted above, the Company owed $ 4.9 million and $ 6.0 million as recorded within accounts payable on the consolidated balance sheets at September 30, 2025 and 2024, respectively. In connection with the Tax Receivable Agreement, the Company made payments to certain entities and individuals affiliated with the Company. 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 $ 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. 21. Segment Information We report our operations through two reportable segments: (1) Dealerships and (2) Distribution. 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: Dealerships: For the Year Ended September 30, 2025 2024 2023 Revenues: 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 Revenues: 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 100 Table of Contents 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 ) Change in fair value of contingent consideration 2,133 ( 4,248 ) 1,604 Equity-based compensation ( 10,499 ) ( 8,443 ) ( 8,962 ) Transaction costs ( 1,547 ) ( 1,530 ) ( 1,839 ) 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, Assets: 2025 2024 Dealership segment $ 1,276,806 $ 1,357,638 Distribution segment 127,019 232,351 Total Assets $ 1,403,825 $ 1,589,989 22. Subsequent events 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 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. 101 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.