OneWater Marine Inc.

Board of Directors and Stockholders

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.

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 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