MARINEMAX INC
For the period ended Sep 30, 2025. Filed Nov 17, 2025.
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FY2025 · Filed Nov 17, 2025
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Item 15. Exhibits, Financial Statement Schedules
(a)
Financial Statements and Financial Statement Schedules
(1)
Financial Statements. Financial Statements are listed in the Index to Consolidated Financial Statements on page F-1 of this report.
(2)
Financial Statement Schedules. No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the consolidated financial statements or notes thereto.
(3)
Exhibits. See Item 15(b) below.
(b)
Exhibits
| ExhibitNumber | Exhibit |
| 2.1 | Agreement and Plan of Merger, dated February 25, 2015, by and between MarineMax, Inc. and MarineMax Reincorporation, Inc. (1) |
| 3.1 | Articles of Incorporation of the Registrant. (2) |
| 3.2 | Bylaws of the Registrant. (26) |
| 4.1 | Specimen of Common Stock Certificate.(3) |
| 4.2 | Description of Securities. (3) |
| 10.1* | Employment Agreement, dated November 29, 2018, between Registrant and William H. McGill Jr., as amended. (4) |
| 10.1(b)* | Employment Agreement, dated November 29, 2018, between Registrant and Michael H. McLamb, as amended. (4) |
| 10.1(c)* | Employment Agreement, dated November 29, 2018, between Registrant and William Brett McGill. (4) |
| 10.1(d)* | Key Executive Retention Agreement, dated February 25, 2021, by and between MarineMax, Inc. and Anthony Cassella. (5) |
| 10.1(e)* | Key Executive Retention Agreement, dated February 25, 2021, by and between MarineMax, Inc. and Charles Cashman. (5) |
| 10.1(f)* | Key Executive Retention Agreement, dated May 17, 2024, by and between MarineMax, Inc. and Manuel Alvare, III (25) |
| 10.2* | Amended 2008 Employee Stock Purchase Plan. (6) |
| 10.3* | 2011 Stock-Based Compensation Plan. (7) |
| 10.3(a)* | Form Stock Option Agreement for 2011 Stock-Based Compensation Plan. (8) |
| 10.3(b)* | Form Restricted Stock Unit Award Agreement for 2011 Stock-Based Compensation Plan. (9) |
| 10.4* | 2021 Stock-Based Compensation Plan. (10) |
| 10.5 | Sales and Service Agreement, dated October 30, 2020, between Registrant and Boston Whaler, Inc. (18) |
| 10.6 | Sales and Service Agreement, dated October 30, 2020, between Registrant and Sea Ray Division of Brunswick Corporation. (15) |
| 10.7 | Agreement Relating to Acquisitions between Registrant and Brunswick Corporation, dated December 7, 2005. (11) |
| 10.7(a) | Amendment, executed October 17, 2014, to Agreement Relating to Acquisitions between Registrant and Brunswick Corporation, dated December 7, 2005. (12) |
| 10.7(b) | Sea Ray Sales and Service Agreement. (9) |
| 10.7(c)† | Sea Ray Sales and Service Agreement, executed October 17, 2014, by and between MarineMax East, Inc. and Sea Ray, a Division of Brunswick Corporation. (11) |
| 10.7(d)† | Sea Ray Sales and Service Agreement, executed October 17, 2014, by and between MarineMax Northeast, LLC, and Sea Ray, a Division of Brunswick Corporation. (11) |
| 10.7(e)† | Sea Ray Sales and Service Agreement, executed October 17, 2014, by and between MarineMax, Inc. and Sea Ray, a Division of Brunswick Corporation. (11) |
| 10.7(f)† | Boston Whaler Sales and Service Agreement, executed December 5, 2014, by and between MarineMax East, Inc. and Boston Whaler, a Division of Brunswick Corporation. (12) |
| 10.7(g)† | Boston Whaler Sales and Service Agreement, executed December 5, 2014, by and between MarineMax Northeast, LLC, and Boston Whaler, a Division of Brunswick Corporation. (12) |
| 10.7(h)† | Boston Whaler Sales and Service Agreement, executed December 5, 2014, by and between MarineMax, Inc. and Boston Whaler, a Division of Brunswick Corporation. (12) |
| 10.8 # | Loan and Security Agreement, dated May 20, 2020, by and among MarineMax, Inc. and its subsidiaries, Wells Fargo Commercial Distribution Finance, LLC, M&T Bank, Bank of the West, and Truist Bank. (13) |
| 10.8(a) # | Amended and Restated Loan and Security Agreement, dated July 9, 2021, by and among MarineMax, Inc. and its subsidiaries, Wells Fargo Commercial Distribution Finance, LLC, M&T Bank, Bank of the West, and Truist Bank. (3) |
| ExhibitNumber | Exhibit |
| 10.8(b) # | Sixth Amended and Restated Program Terms Letter, dated May 20, 2020, by and among MarineMax, Inc. and its subsidiaries, as Borrowers, and Wells Fargo Commercial Distribution Finance, LLC. (13) |
| 10.8(c) # | Seventh Amended and Restated Program Terms Letter, dated July 9, 2021, by and among MarineMax, Inc. and its subsidiaries, as Borrowers, Wells Fargo Commercial Distribution Finance, LLC, Bank of America, N.A., PNC Bank, and New York Community Bank. (3) |
| 10.8(d) | First Omnibus Amendment to Amended and Restated Loan and Security Agreement and Seventh Amended and Restated Program Terms Letter, effective as of October 1, 2021, by and among MarineMax, Inc. and its subsidiaries, and Wells Fargo Commercial Distribution Finance, LLC., M&T Bank, Bank of the West, Inc., and Truist Bank. (14) |
| 10.8(e) | Second Omnibus Amendment to Amended and Restated Loan and Security Agreement, Seventh Amended and Restated Program Terms Letter, Joinder, and Consent Agreement, dated November 1, 2021, by and among MarineMax, Inc. and its subsidiaries, and Wells Fargo Commercial Distribution Finance, LLC. (14) |
| 10.9 | Director Fee Share Purchase Program. (15) |
| 10.10* | Severance Policy for Key Executives. (16) |
| 10.11† | Dealership Agreement dated September 1, 2008 by and between MarineMax Northeast, LLC and Azimut Benetti S.p.A. (17) |
| 10.11(a) | First Amendment dated June 22, 2010 to Dealership Agreement dated September 1, 2008, by and between MarineMax Northeast, LLC and Azimut Benetti S.p.A. (17) |
| 10.11(b) | Second Amendment dated February 29, 2012 to Dealership Agreement dated September 1, 2008, by and between MarineMax Northeast, LLC and Azimut Benetti S.p.A. (17) |
| 10.11(c) | Third Amendment dated July 21, 2012 to Dealership Agreement dated September 1, 2008, by and between MarineMax Northeast, LLC and Azimut Benetti S.p.A. (17) |
| 10.12† | Dealership Agreement dated September 1, 2008 by and between MarineMax East, LLC and Azimut Benetti S.p.A. (14) |
| 10.12(a) | First Amendment dated June 22, 2010 to Dealership Agreement dated September 1, 2008, by and between MarineMax East, Inc. and Azimut Benetti S.p.A. (17) |
| 10.12(b) | Second Amendment dated February 29, 2012 to Dealership Agreement dated September 1, 2008, by and between MarineMax East, Inc. and Azimut Benetti S.p.A. (17) |
| 10.12(c) | Third Amendment dated July 21, 2012 to Dealership Agreement dated September 1, 2008, by and between MarineMax East, Inc. and Azimut Benetti S.p.A. (17) |
| 10.12(d) | Fourth Amendment dated August 21, 2013 to Dealership Agreement dated September 1, 2008, by and between MarineMax East, Inc. and Azimut Benetti S.p.A. (17) |
| 10.13 # | Equity Purchase Agreement dated October 1, 2020, by and among Skipper Marine Holdings, Inc., SSY Holdings, Inc., Michael J. Pretasky, Sr., Michael John Pretasky, Jr. 2014 Trust, Mark Ellerbrock, and Robert Ross Tefft, Jr., Michael J. Pretasky, Jr., and MarineMax, Inc. (18) |
| 10.14 # | Stock Purchase Agreement, dated May 2, 2021, by and between Kenneth C. Stock, Georgia Stock and the Kenneth C. Stock and Georgia Stock 2020 Trust; Kenneth C. Stock, as the representative of the Sellers; and MarineMax Products, Inc. (19) |
| 10.15 # | Securities Purchase Agreement, dated August 8, 2022, among MarineMax, Inc., MarineMax East, Inc., Island Global Yachting LLC, Island Marina Holdings LLC, Island Marinas Subsidiary Corp. (20) |
| 10.16 # | Credit Agreement, dated August 8, 2022, among MarineMax, Inc., Manufacturers and Traders Trust Company as Administrative Agent, Swingline Lender, and Issuing Bank, Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent, and the lenders party thereto. (21) |
| 10.17 # | First Amendment and Consent to Credit Agreement, dated June 15, 2023, by and among MarineMax, Inc., the other loan parties thereto, the lenders party thereto, Manufacturers and Traders Trust Company as Administrative Agent, Swingline Lender and Issuing Bank and Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent. (22) |
| 10.18 # | Second Amendment to Credit Agreement, Incremental Amendment and Floor Plan Increase, dated July 12, 2023, among MarineMax, Inc., Manufacturers and Traders Trust Company as Administrative Agent, Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent, and the lenders party thereto. (23) |
| 10.19 # | Third Amendment to Credit Agreement, dated March 27, 2024, by and among MarineMax, Inc., the other loan parties thereto, the lenders party thereto, Manufacturers and Traders Trust Company as Administrative Agent, Swingline Lender and Issuing Bank and Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent (24). |
| 10.20 | Fourth Amendment to Credit Agreement dated October 29, 2024 by and among MarineMax, Inc., the other loan parties thereto, the lenders party thereto, Manufacturers and Traders Trust Company as Administrative Agent, Swingline Lender and Issuing Bank and Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent (27). |
| 10.21 | Fifth Amendment to Credit Agreement dated August 5, 2025 by and among MarineMax, Inc., the other loan parties thereto, the lenders party thereto, Manufacturers and Traders Trust Company as Administrative Agent, Swingline Lender and Issuing Bank and Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent. |
| 19 | Insider Trading Policy |
| 21 | List of Subsidiaries. |
| 23.1 | Consent of KPMG LLP. |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | MarineMax Inc. Clawback Policy (23) |
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions where applicable.
Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the Securities and Exchange Commission upon request.
- Management contract or compensatory plan or arrangement.
(1)
Incorporated by reference to Registrant’s Form 8-K as filed February 26, 2015.
(2)
Incorporated by reference to Registrant’s Form 8-K as filed March 20, 2015.
(3)
Incorporated by reference to Registrant’s Form 10-K for the year ended September 30, 2024, as filed on November 14, 2024.
(4)
Incorporated by reference to Registrant’s Form 10-K for the year ended September 30, 2019, as filed on November 29, 2018.
(5)
Incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended March 31, 2021, as filed on April 27, 2021.
(6)
Incorporated by reference to Registrant’s Form S-8 (File No. 333-286730) as filed April 24, 2025.
(7)
Incorporated by reference to Registrant’s Form S-8 (File No. 333-236617) as filed February 25, 2020.
(8)
Incorporated by reference to Registrant’s Form 8-K as filed on January 25, 2011.
(9)
Incorporated by reference to Registrant’s Form 8-K as filed on December 9, 2005.
(10)
Incorporated by reference to Registrant’s Form S-8 (File No. 333-286729) as filed April 24, 2025.
(11)
Incorporated by reference to Registrant’s Form 10-K for the year ended September 30, 2014, as filed on December 11, 2014.
(12)
Incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended December 31, 2014, as filed on February 5, 2015.
(13)
Incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended June 30, 2020, as filed on July 28, 2020.
(14)
Incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended December 31, 2021, as filed on February 1, 2022.
(15)
Incorporated by reference to Registrant’s Form S-8 (File No. 333-141657) as filed March 29, 2007.
(16)
Incorporated by reference to Registrant’s Form 8-K as filed on November 27, 2012.
(17)
Incorporated by reference to Registrant’s Form 10-K for the year ended September 30, 2013, as filed on December 6, 2013.
(18)
Incorporated by reference to Registrant’s Form 10-K for the year ended September 30, 2020, as filed on December 2, 2020.
(19)
Incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended June 30, 2021, as filed on July 27, 2021.
(20)
Incorporated by reference to Registrant’s Form 10-K for the year ended September 30, 2022, as filed on November 18, 2022.
(21)
Incorporated by reference to Registrant’s Form 10-K for the year ended September 30, 2022, as filed on November 18, 2022.
(22)
Incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended June 20, 2023, as filed on July 27, 2023.
(23)
Incorporated by reference to Registrant’s Form 10-K for the year ended September 30, 2023, as filed on November 17, 2023.
(24)
Incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended March 31, 2024, as filed on April 25, 2024.
(25)
Incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended June 30, 2024, as filed on July 25, 2024.
(26)
Incorporated by reference to Registrant’s Form 8-K as filed April 14, 2025.
(27)
Incorporated by reference to Registrant’s Form 10-Q for the quarterly period ended December 31, 2024, as filed on January 23, 2025.
Financial Statement Schedules
(1)
See Item 15(a) above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.