OneWater Marine Inc.

Previous wording

Unless the context requires otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer to OneWater Marine Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with the accompanying financial statements and related notes. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed above in “Cautionary Statement Regarding Forward-Looking Statements”, below in "Risk Factors" and described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on December 10, 2024, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Current wording

Unless the context requires otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer to OneWater Marine Inc. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those discussed above in “Cautionary Statement Regarding Forward-Looking Statements”, below in "Risk Factors" and described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 15, 2025, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Previous wording

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 97 dealerships,9 distribution centers/warehouses and multiple online marketplaces as of June 30, 2025. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in many of the markets in which we operate. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. The acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and Ocean Bio-Chem, LLC (f/k/a Ocean Bio-Chem, Inc. ("Ocean Bio-Chem")) significantly expanded our sales of marine parts and accessories. The combination of our significant scale, diverse inventory, access to premium boat brands, access to a broad array of parts and accessories, and meaningful brand equity enables us to provide a consistently professional experience as reflected in the number of our repeat customers and Dealership same-store sales growth.

Current wording

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 95 dealerships,8 distribution centers/warehouses and multiple online marketplaces as of December 31, 2025. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in many of the markets in which we operate. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. The acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and Ocean Bio-Chem, LLC (f/k/a Ocean Bio-Chem, Inc. ("Ocean Bio-Chem")) expanded our sales of marine parts and accessories.

Previous wording

As of June 30, 2025, the Dealerships segment includes operations of 97 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 93% of revenues for the three and nine months ended June 30, 2025. The Dealerships 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. In fiscal year 2024, we sold over 9,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. The combination of our significant scale, diverse inventory and revenue streams, access to premium boat brands and meaningful brand equity enables us to provide a consistently professional experience as reflected by the number of our repeat customers and Dealership same-store sales growth.

Current wording

As of December 31, 2025, the Dealerships segment includes operations of 95 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 91% of revenues for the three months ended December 31, 2025. The Dealerships 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. In fiscal year 2025, we sold over 9,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. The combination of our significant scale, diverse inventory and revenue streams, access to premium boat brands and meaningful brand equity enables us to provide a consistently professional experience as reflected by the number of our repeat customers and Dealership same-store sales growth.

Previous wording

As of June 30, 2025, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu, Ocean Bio-Chem and its subsidiaries and T-H Marine and its subsidiaries, which together operate 9 distribution centers/warehouses in Alabama, Florida, Oklahoma, and Indiana and represents 7% of revenues for the three and nine months ended June 30, 2025. The Distribution segment engages in the manufacturing, assembly and distribution of primarily marine-related products for sale to distributors, big box retailers, online retailers and direct to consumers. We offer a wide array of branded parts and accessories including jack plates, rigging parts, plumbing components, LED lighting, storage systems, and appearance, cleaning, and maintenance products for the marine and ancillary industries. All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations.

Current wording

As of December 31, 2025, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu, Ocean Bio-Chem and its subsidiaries and T-H Marine and its subsidiaries, which together operate 8 distribution centers/warehouses in Alabama, Florida, and Oklahoma and represents 9% of revenues for the three months ended December 31, 2025. The Distribution segment engages in the manufacturing, assembly and distribution of primarily marine-related products for sale to distributors, big box retailers, online retailers and direct to consumers. We offer a wide array of branded parts and accessories including jack plates, rigging parts, plumbing components, LED lighting, storage systems, and appearance, cleaning, and maintenance products for the marine and ancillary industries. All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations. On February 2, 2026, the Company completed the sale of Ocean Bio-Chem and its subsidiaries.

Previous wording

We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 dealerships. Since the combination in 2014, we have acquired a total of 82 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 35 acquisitions. Our current portfolio as of June 30, 2025 consists of multiple brands which are recognized on a local, regional or national basis. Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold. While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations.

Current wording

We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 dealerships. Since the combination in 2014, we have acquired a total of 83 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 35 acquisitions. Our current portfolio as of December 31, 2025 consists of multiple brands which are recognized on a local, regional or national basis. Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold. While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations.

Previous wording

The boat dealership market is highly fragmented and is comprised of approximately 4,000 dealerships nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores; however, we do have other large competitors. Despite our size, we comprise less than 4% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. The addition of our Distribution segment has significantly expanded our sales of marine parts and accessories. Our strategic growth in this area is also expected to materially expand our addressable market in the parts and accessories business. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high margin service, parts and accessories, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading marine retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.

Current wording

The boat dealership market is highly fragmented and is comprised of approximately 4,000 dealerships nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores; however, we do have other large competitors. We believe we are one of the largest and fastest-growing marine retailers in the United States. Despite our size, we comprise less than 4% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high margin service, parts and accessories, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading marine retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.

Previous wording

We are a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 82 additional dealerships through 30 dealer group acquisitions. Our team remains focused on expanding our dealership growth in regions with strong boating cultures, enhancing the customer experience and generating value for our shareholders. In addition to dealership acquisitions, the Company has strategically acquired parts and accessories companies as part of our growth and diversification strategy. We have acquired 12 distribution centers and warehouses through the acquisition of 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward.

Current wording

We have been a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 83 additional dealerships through 30 dealer group acquisitions. Our team remains focused on expanding our dealership growth in regions with strong boating cultures, enhancing the customer experience and generating value for our shareholders. In addition to dealership acquisitions, the Company has strategically acquired parts and accessories companies. We have acquired 12 distribution centers and warehouses through the acquisition of 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward.

Previous wording

We have an extensive acquisition track record within the retail marine industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner. We typically retain the management team and name of the acquired group. We believe this practice preserves customer relationships and goodwill in the local marketplace. We believe our reputation and scale have positioned us as a buyer of choice for marine retailers who want to sell their businesses. Our strategy is to acquire dealerships at attractive EBITDA multiples and then grow same-store sales while benefiting from cost-reducing synergies. Historically, we have typically acquired dealerships for less than 4.0x EBITDA on a trailing twelve-month basis and believe that we will be able to continue to make attractive acquisitions within this range. With the expansion of our Distribution segment, we may look to acquire additional parts and accessories manufacturing and distribution companies. Historically, we have acquired manufacturing and distribution companies within a range of 5.0x – 10.0x EBITDA on a trailing twelve-month basis, depending on the size of the business.

Current wording

We have an extensive acquisition track record within the retail marine industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner. We typically retain the management team and name of the acquired group. We believe this practice preserves customer relationships and goodwill in the local marketplace. We believe our reputation and scale have positioned us as a buyer of choice for marine retailers who want to sell their businesses. Our strategy is to acquire dealerships at attractive EBITDA multiples and then grow same-store sales while benefiting from cost-reducing synergies. Historically, we have typically acquired dealerships for less than 4.0x EBITDA on a trailing twelve-month basis and believe that we will be able to continue to make attractive acquisitions within this range. Historically, we have acquired manufacturing and distribution companies within a range of 5.0x – 10.0x EBITDA on a trailing twelve-month basis, depending on the size of the business.

Previous wording

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of higher interest rates or inflation, increases to tariff or duty rates, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and adversely affect our business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, higher interest rates or higher fuel costs, 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 we operate dealerships, particularly in the Southeast, can have a major impact on our overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes, tornadoes, and other storms, environmental conditions, and global public health concerns and events have and could adversely affect our 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 our business.

Current wording

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of higher interest rates or inflation, increases to tariff or duty rates, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and adversely affect our business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, higher interest rates or higher fuel costs, 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. Although rhetoric has de-escalated in recent months (including recent cuts to food tariffs by the U.S.), there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. Economic conditions in areas in which we operate dealerships, particularly in the Southeast, can have a major impact on our overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes, tornadoes, and other storms, environmental conditions, and global public health concerns and events have and could adversely affect our 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 our business.

Previous wording

We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance & insurance products, repair and maintenance services, and parts and accessories sales. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well-positioned to generate revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have all historically increased during periods of economic uncertainty. We generate pre-owned sales from boats traded-in for new and pre-owned boats, boats purchased from customers, brokerage transactions, consignment sales and wholesale sales. We continue to focus on all aspects of our business including non-boat sales of finance & insurance products, repair and maintenance services, and parts and accessories. Although non-boat sales contributed approximately 18.2% and 18.9% to revenue in the three months ended June 30, 2025 and 2024, respectively, and 18.1% and 18.2% to revenues in the nine months ended June 30, 2025 and 2024, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 42.1% and 40.4% to gross profit in the three months ended June 30, 2025 and 2024, respectively, and 41.6% and 38.6% to gross profit in the nine months ended June 30, 2025 and 2024, respectively. We have also diversified our business across geographies, dealership types (e.g., fresh water and salt water), and product offerings (e.g., focus on parts and accessories businesses through our Distribution segment) in order to reduce the effects of seasonality and cyclicality of our business. In addition to seasonality, revenue and operating results may be significantly affected by quarter-to-quarter changes in economic conditions, manufacturer incentive programs, adverse weather conditions and other developments outside of our control.

Current wording

We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance & insurance products, repair and maintenance services, and parts and accessories sales. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well-positioned to generate revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have all historically increased during periods of economic uncertainty. We generate pre-owned sales from boats traded-in for new and pre-owned boats, boats purchased from customers, brokerage transactions, consignment sales and wholesale sales. We continue to focus on all aspects of our business including non-boat sales of finance & insurance products, repair and maintenance services, and parts and accessories. Although non-boat sales contributed approximately 20.2% and 18.9% to revenue in the three months ended December 31, 2025 and 2024, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 40.8% and 42.8% to gross profit in the three months ended December 31, 2025 and 2024, respectively. We have also diversified our business across geographies, dealership types (e.g., fresh water and salt water), and product offerings (e.g., focus on parts and accessories businesses through our Distribution segment) in order to reduce the effects of seasonality and cyclicality of our business. In addition to seasonality, revenue and operating results may be significantly affected by quarter-to-quarter changes in economic conditions, manufacturer incentive programs, adverse weather conditions and other developments outside of our control.

Previous wording

We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other (income) expense, all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. on a per share basis. See ‘‘—Comparison of Non-GAAP Financial Measures’’ for more information and a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to net income (loss) and net earnings (loss) per share, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.

Current wording

We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other (income) expense, all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC, for periods prior to the Final Redemption. Each of these adjustments are subsequently adjusted for income tax at an estimated statutory tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. on a per share basis. See ‘‘—Comparison of Non-GAAP Financial Measures’’ for more information and a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to net income (loss) and net earnings (loss) per share - diluted, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.

Previous wording

The acquisition of Garden State Yacht Sales is partially reflected in our unaudited condensed consolidated statements of operations for the three and nine months ended June 30, 2024.

Current wording

We refer to the fiscal year 2025 acquisition described above as the “2025 Acquisition.” The 2025 Acquisition is not reflected in our unaudited condensed consolidated statements of operations for the three months ended December 31, 2024.

Previous wording

Our historical financial results discussed below may not be comparable to our future financial results. As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, including the integration of acquired companies, it is likely that we will incur additional selling, general, and administrative expenses relative to historical periods. Additionally, from time to time, we may consider expanding or cancelling certain dealer agreements which could impact our future revenues and gross profit. Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.

Current wording

Our historical financial results discussed below may not be comparable to our future financial results. As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, including the integration of acquired companies, it is likely that we will incur additional selling, general, and administrative expenses relative to historical periods. Additionally, from time to time, we may consider expanding or cancelling certain dealer agreements, which could impact our future revenues and gross profit. Any dispositions we make may impact the comparability of our future results of operations to our historical results.Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.

Previous wording

Overall, revenue increased by $10.4 million, or 1.9%, to $552.9 million for the three months ended June 30, 2025 from $542.4 million for the three months ended June 30, 2024. Revenue increased due to an increase in average sales price for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Overall, the revenue increase was attributable to a $19.1 million increase inpre-owned boat sales, partially offset by a $7.0 million decrease in new boat sales and a $1.5 million decrease in service, parts & other sales for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Current wording

Overall, revenue increased by $4.7 million, or 1.3%, to $380.6 million for the three months ended December 31, 2025 from $375.8 million for the three months ended December 31, 2024. Revenue increased due to an increase in average sales price for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, partially offset by a decrease in unit sales. Overall, the revenue increase was attributable to a $13.6 million increase in pre-owned boat sales and a $6.4 million increase in service, parts & other sales, partially offset by a $14.7 million decrease innew boat sales for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Previous wording

New boat sales decreased by $7.0 million, or 2.1%, to $326.1 million for the three months ended June 30, 2025 from $333.2 million for the three months ended June 30, 2024. The decrease was primarily attributable to the decrease in the unit sales, partially offset by an increase in average sales price.

Current wording

New boat sales decreased by $14.7 million, or 5.9%, to $233.3 million for the three months ended December 31, 2025 from $248.0 million for the three months ended December 31, 2024. The decrease was primarily attributable to a decrease in the unit sales, partially offset by an increase in average sales price.

Previous wording

Pre-owned boat sales increased by $33.6 million, or 14.1%, to $272.5 million for the nine months ended June 30, 2025 from $238.8 million for the nine months ended June 30, 2024. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The increase in pre-owned boat sales was primarily attributable to an increase in both units sold and average unit price.

Current wording

Pre-owned boat sales increased by $13.6 million, or 24.0%, to $70.4 million for the three months ended December 31, 2025 from $56.8 million for the three months ended December 31, 2024. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The increase in pre-owned boat sales was primarily attributable to an increase in both average unit price and unit sales.

Previous wording

We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income remained flat at $17.8 million for the three months ended June 30, 2025 compared to $17.9 million for the three months ended June 30, 2024. We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.

Current wording

We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income decreased by $0.5 million, or 5.4%, to $8.9 million for the three months ended December 31, 2025 from $9.4 million for the three months ended December 31, 2024. We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.

Previous wording

Service, parts & other sales decreased by $1.5 million, or 1.7%, to $83.0 million for the three months ended June 30, 2025 from $84.5 million for the three months ended June 30, 2024. The decrease in service, parts & other sales is primarily due to lower production levels from boat manufacturers impacting our Distribution segment, partially offset by increases in our Dealership segment. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $39.6 million and $44.8 million for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Service, parts & other sales increased by $6.4 million, or 10.3%, to $68.0 million for the three months ended December 31, 2025 from $61.6 million for the three months ended December 31, 2024. The increase in service, parts & other sales is primarily due to an increase in Distribution segment sales, driven by an increase in parts and accessories sold to original equipment manufacturers and aftermarket sales. Additionally, the Dealership segment had a modest increase in sales. Revenues for the Distribution segment are reported in service, parts & other sales and totaled$32.7 million and$28.1 million for the three months ended December 31, 2025 and 2024, respectively.

Previous wording

Overall, gross profit decreased by $3.9 million, or 3.0%, to $128.7 million for the three months ended June 30, 2025 from $132.6 million for the three months ended June 30, 2024. This decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting. Overall gross margin decreased 110 basis points to 23.3% for the three months ended June 30, 2025 from 24.4% for the three months ended June 30, 2024 due to the factors noted below.

Current wording

Overall, gross profit increased by $5.3 million, or 6.4%, to $89.4 million for the three months ended December 31, 2025 from $84.1 million for the three months ended December 31, 2024. This increase was primarily due to new and used boat model mix and execution of strategic priorities to increase boat gross profit. Overall gross margin increased 110 basis points to 23.5% for the three months ended December 31, 2025 from 22.4% for the three months ended December 31, 2024 due to the factors noted below.

Previous wording

Finance & insurance gross profit increased by $2.2 million, or 5.4%, to $42.2 million for the nine months ended June 30, 2025 from $40.0 million for the nine months ended June 30, 2024. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Current wording

Finance & insurance gross profit decreased by $0.5 million, or 5.4%, to $8.9 million for the three months ended December 31, 2025 from $9.4 million for the three months ended December 31, 2024. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Previous wording

Service, parts & other gross profit increased by $0.7 million, or 2.0%, to $36.4 million for the three months ended June 30, 2025 from $35.7 million for the three months ended June 30, 2024. The increase in gross profit was primarily the result of the increase in service, parts & other gross profit margin. Service, parts & other gross profit margin was 43.8% and 42.3% for the three months ended June 30, 2025 and 2024, respectively. The increase in gross profit margin was primarily due to a shift in mix towards service which has a higher margin profile.

Current wording

Service, parts & other gross profit increased by $1.0 million, or 3.9%, to $27.6 million for the three months ended December 31, 2025 from $26.6 million for the three months ended December 31, 2024. The increase in gross profit was a result of the increase in service, parts & other sales. Service, parts & other gross profit margin was 40.6% and 43.1% for the three months ended December 31, 2025 and 2024, respectively. The decrease in gross profit margin was primarily due to a shift in mix towards parts and accessories, which has a lower margin profile.

Previous wording

Selling, general and administrative expenses increased by $5.1 million, or 5.8%, to $92.1 million for the three months ended June 30, 2025 from $87.1 million for the three months ended June 30, 2024. This increase was primarily driven by increased expenses to drive our same-store sales results and inflationary costs related to administrative and fixed expenses. Selling, general and administrative expenses as a percentage of revenue increased to 16.7% from 16.0% for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Selling, general and administrative expenses increased by $2.3 million, or 2.9%, to $81.4 million for the three months ended December 31, 2025 from $79.1 million for the three months ended December 31, 2024. This increase was primarily due to higher variable personnel costs, including sales commissions. Selling, general and administrative expenses as a percentage of revenue increased to 21.4% from 21.0% for the three months ended December 31, 2025 and 2024, respectively.

Previous wording

During the three months ended June 30, 2025, we recognized a charge of $0.1 million related to accretion of contingent consideration liabilities. During the three months ended June 30, 2024, we recognized a charge of $0.2 million related to accretion of contingent consideration liabilities.

Current wording

During the three months ended December 31, 2025 and 2024, we recognized a charge of $0.2 million related to accretion of contingent consideration liabilities.

Previous wording

Interest expense – floor plan decreased $2.0 million, or 21.0%, to $7.3 million for the three months ended June 30, 2025 compared to $9.3 million for the three months ended June 30, 2024. Floor plan related interest expense decreased primarily due to a decrease in average floor plan borrowings for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, as well as the impact of our interest rate swaps for the three months ended June 30, 2025.

Current wording

Interest expense – floor plan increased $0.1 million, or 1.9%, to $7.2 million for the three months ended December 31, 2025 compared to $7.0 million for the three months ended December 31, 2024. Floor plan related interest expense increased primarily due to changes in average floor plan borrowings and interest rates for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Previous wording

The following tables present a reconciliation of Adjusted EBITDA to our net income (loss), which is the most directly comparable GAAP measure for the periods presented.

Current wording

The following tables present a reconciliation of Adjusted EBITDA to our net loss, which is the most directly comparable GAAP measure for the periods presented.

Previous wording

Adjusted EBITDA was $32.8 million for the three months ended June 30, 2025 compared to $39.2 million for the three months ended June 30, 2024. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Current wording

Adjusted EBITDA was $3.6 million for the three months ended December 31, 2025 compared to $1.9 million for the three months ended December 31, 2024. The increase in Adjusted EBITDA resulted primarily from the increase in gross profit, partially offset by the increase in selling, general and administrative expenses for the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Previous wording

We view Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share as important indicators of performance. We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. noted above on a per share basis.

Current wording

We view Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share as important indicators of performance. We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC, for periods prior to the Final Redemption. Each of these adjustments are subsequently adjusted for income tax at an estimated statutory tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. noted above on a per share basis.

Previous wording

The following tables present a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. to our net income (loss) attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to our net earnings (loss) per share of Class A common stock - diluted, which are the most directly comparable GAAP measures for the periods presented.

Current wording

The following tables present a reconciliation of Adjusted Net Loss Attributable to OneWater Marine Inc. to our net loss attributable to OneWater Marine Inc. and Adjusted Diluted Loss Per Share to our net loss per share of Class A common stock - diluted, which are the most directly comparable GAAP measures for the periods presented.

Previous wording

Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share were $13.0 million and $0.79, respectively, for the three months ended June 30, 2025 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $15.5 million and $1.05, respectively, for the three months ended June 30, 2024. The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.

Current wording

Adjusted Net Loss Attributable to OneWater Marine Inc. and Adjusted Diluted Loss Per Share were $0.6 million and $0.04, respectively, for the three months ended December 31, 2025 compared to Adjusted Net Loss Attributable to OneWater Marine Inc. and Adjusted Diluted Loss Per Share of $8.0 million and $0.54, respectively, for the three months ended December 31, 2024. The decrease in Adjusted Net Loss Attributable to OneWater Marine Inc. resulted from the increase in gross profit and increase in income tax benefit, partially offset by the increase in selling, general and administrative expenses for the three months ended December 31, 2025, as compared to the three months ended December 31, 2024. The decrease in Adjusted Diluted Loss Per Share resulted from the decrease in Adjusted Net Loss Attributable to OneWater Marine Inc.

Previous wording

Our business, along with the entire boating industry, is highly seasonal, and such seasonality varies by geographic market. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. The onset of the public boat and recreation shows in January stimulates boat sales and typically allows us to reduce our inventory levels and related floor plan borrowings throughout the remainder of the fiscal year. The impact of seasonality on our results of operations could be materially impacted based on the location of our acquisitions. For example, our operations could be substantially more seasonal if we acquire dealer groups that operate in colder regions of the United States. Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged winter conditions, reduced rainfall levels or excessive rain, may limit access to boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products and services. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. Hurricanes, tornadoes, and other storms have and could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida, Texas, and other markets were affected by hurricanes. We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area.

Current wording

Our business, along with the entire boating industry, is highly seasonal, and such seasonality varies by geographic market. With the exception of Florida, we generally realize lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. The onset of the public boat and recreation shows in January stimulates boat sales and typically allows us to reduce our inventory levels and related floor plan borrowings throughout the remainder of the fiscal year. The impact of seasonality on our results of operations could be materially impacted based on the location of our acquisitions. For example, our operations could be substantially more seasonal if we acquire dealer groups that operate in colder regions of the United States. Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged winter conditions, reduced rainfall levels or excessive rain, may limit access to boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products and services. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. Hurricanes, tornadoes, and other storms have and could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida, Texas, and other markets were affected by hurricanes. We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area.

Previous wording

OneWater Inc. is a holding company with no operations and is the sole managing member of OneWater LLC. OneWater Inc.’s principal asset consists of common units of OneWater LLC. Our earnings and cash flows and ability to meet our obligations under the A&R Credit Facility (as defined below), and any other debt obligations will depend on the cash flows resulting from the operations of our operating subsidiaries, and the payment of distributions by such subsidiaries. Our A&R Credit Facility and Inventory Financing Facility (described below) (together, the “Credit Facilities”) contain certain restrictions on distributions or transfers from our operating subsidiaries to their members or unitholders, as applicable, as described in the summaries below under “—Debt Agreements—A&R Credit Facility” and “—Inventory Financing Facility.” Accordingly, the operating results of our subsidiaries may not be sufficient for them to make distributions to us. As a result, our ability to make payments under the A&R Credit Facility and any other debt obligations or to declare dividends could be limited.

Current wording

OneWater Inc. is a holding company with no operations and is the sole managing member of OneWater LLC. OneWater Inc.’s principal asset consists of common units of OneWater LLC. Our earnings and cash flows and ability to meet our obligations under the A&R Credit Facility (as defined below), and any other debt obligations will depend on the cash flows resulting from the operations of our operating subsidiaries, and the payment of distributions by such subsidiaries. Our A&R Credit Facility and Inventory Financing Facility (described below) (together, the “Credit Facilities”) contain certain restrictions on distributions or transfers from our operating subsidiaries to their members or unit holders, as applicable, as described in the summaries below under “—Debt Agreements—A&R Credit Facility” and “—Inventory Financing Facility.” Accordingly, the operating results of our subsidiaries may not be sufficient for them to make distributions to us. As a result, our ability to make payments under the A&R Credit Facility and any other debt obligations or to declare dividends could be limited.

Previous wording

Our cash needs are primarily for growth through acquisitions and working capital to support our operations, including new and pre-owned boat and related parts inventories and off-season liquidity. We routinely monitor our cash flow to determine the amount of cash available to complete acquisitions. We monitor our inventories, inventory aging and current market trends to determine our current and future inventory and related floorplan financing needs. Based on current facts and circumstances, we believe we will have adequate cash flow from operations, borrowings under our Credit Facilities and proceeds from any future public or private issuances of debt or equity to fund our current operations, to make share repurchases and to fund essential capital expenditures and acquisitions for the next twelve months and beyond.

Current wording

Our cash needs are primarily for debt service, growth through acquisitions and working capital to support our operations, including new and pre-owned boat and related parts inventories and off-season liquidity. We routinely monitor our cash flow to determine the amount of cash available to complete acquisitions. We monitor our inventories, inventory aging and current market trends to determine our current and future inventory and related floorplan financing needs. Based on current facts and circumstances, we believe we will have adequate cash flow from operations, borrowings under our Credit Facilities and proceeds from any future public or private issuances of debt or equity to fund our current operations, make other required debt repayments and to fund essential capital expenditures and acquisitions for the next twelve months and beyond. On February 2, 2026, we completed the sale of Ocean Bio-Chem and its subsidiaries and used the net proceeds to repay a portion of our outstanding debt.

Previous wording

Analysis of Cash Flow Changes Between the Nine Months Ended June 30, 2025 and 2024

Current wording

Analysis of Cash Flow Changes Between the Three Months Ended December 31, 2025 and 2024

Previous wording

Operating Activities. Net cash provided by operating activities was $81.8 million for the nine months ended June 30, 2025 compared to net cash provided by operating activities of $7.5 million for the nine months ended June 30, 2024. The $74.3 million increase in cash provided by operating activities was primarily attributable to a $53.9 million increase in the change in inventory, a $28.7 million increase in the change in accounts receivable and a $26.5 million increase in the change in prepaid expenses and other current assets, partially offset by a $25.7 million decrease in the change in customer deposits for the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024.

Current wording

Operating Activities. Net cash used in operating activities was $76.3 million for the three months ended December 31, 2025 compared to net cash used in operating activities of $37.4 million for the three months ended December 31, 2024. The $38.8 million increase in cash used in operating activities was primarily attributable to a $33.4 million increase in the change in inventory and a $13.6 million increase in the change in prepaid expenses and other current assets, partially offset by a $7.2 million decrease in the change in customer deposits for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024.

Previous wording

Investing Activities. Net cash used in investing activities was $8.7 million for the nine months ended June 30, 2025 compared to net cash provided by investing activities of $17.6 million for the nine months ended June 30, 2024. The $26.3 million increase in cash used in investing activities was primarily attributable to a $45.1 million decrease in proceeds from the disposal of a business, partially offset by a $12.5 million decrease in cash used in purchases of property and equipment for the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024.

Current wording

Investing Activities. Net cash used in investing activities was $2.1 million for the three months ended December 31, 2025 compared to net cash used in investing activities of $2.8 million for the three months ended December 31, 2024. The $0.7 million decrease in cash used in investing activities was primarily attributable to a $0.7 million decrease in purchases of property and equipment for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024.

Previous wording

Financing Activities. Net cash used in financing activities was $18.5 million for the nine months ended June 30, 2025 compared to net cash used in financing activities of $66.5 million for the nine months ended June 30, 2024. The $48.0 million decrease in financing cash flow was primarily attributable to the $18.8 million payment to purchase the non-controlling interest of Quality Assets & Operations, LLC during thenine months ended June 30, 2024, and a$42.0 million decrease in payments on long-term debt, partially offset by a $15.5 million decrease in proceeds from long-term debt duringthe nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024.

Current wording

Financing Activities. Net cash provided by financing activities was $56.0 million for the three months ended December 31, 2025 compared to net cash provided by financing activities of $49.4 million for the three months ended December 31, 2024. The $6.6 million increase in financing cash flow was primarily attributable to a $24.8 million increase in net borrowings from floor plan, partially offset by a $11.4 million increase in payments on long-term debt during the three months ended December 31, 2025 as compared to the three months ended December 31, 2024.

Previous wording

On March 30, 2022 the Board authorized a share repurchase program of up to $50 million of outstanding shares of Class A common stock. Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Securities Exchange Act of 1934, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements. The Company made no share repurchases during thenine months ended June 30, 2025. The Company has$48.1 million remaining under the share repurchase program.

Current wording

On March 30, 2022 the Board authorized a share repurchase program of up to $50 million of outstanding shares of Class A common stock. Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Securities Exchange Act of 1934, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements. The Company made no share repurchases during thethree months ended December 31, 2025. The Company has$48.1 million remaining under the share repurchase program.

Previous wording

On August 9, 2022 we entered into the Amended and Restated Credit Agreement (the “A&R Credit Facility”), with certain of our subsidiaries, Truist Bank and the other lenders party thereto. The A&R Credit Facility provides for, among other things, (i) a $65.0 million revolving credit facility (including up to $5.0 million in swingline loans and up to $5.0 million in letters of credit from time to time) and (ii) a $445.0 million term loan facility. Subject to certain conditions, the available amount under the Term Facility and the Revolving Facility may be increased by $125.0 million plus additional amounts subject to additional conditions (including satisfaction of a consolidated leverage ratio requirement) in the aggregate (with up to $50.0 million allocable to the Revolving Facility). On November 13, 2024 we 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. The Revolving Facility matures on July 31, 2026. The Term Facility is repayable in installments beginning on December 31, 2022, with the remainder due on the earlier of (i) July 31, 2026 or (ii) the date on which the principal amount of all outstanding term loans have been declared or automatically have become due and payable pursuant to the terms of the A&R Credit Facility. The maturity date of the A&R Credit Facility is within one year of the date that this Quarterly Report is filed. The Company is in the process of amending the A&R Credit Facility and expects to modify the maturity date and extend the repayment schedule.

Current wording

On August 9, 2022 we entered into the Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified, the “A&R Credit Facility”), with certain of our subsidiaries, Truist Bank and the other lenders party thereto. The A&R Credit Facility provides for, among other things, (i) a $65.0 million revolving credit facility (including up to $5.0 million in swingline loans and up to $5.0 million in letters of credit from time to time) and (ii) a $445.0 million term loan facility. Subject to certain conditions, the available amount under the Term Facility and the Revolving Facility may be increased by $125.0 million plus additional amounts subject to additional conditions (including satisfaction of a consolidated leverage ratio requirement) in the aggregate (with up to $50.0 million allocable to the Revolving Facility). On November 17, 2025, the 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. The Revolving Facility matures on July 31, 2027. The Term Facility is repayable in installments beginning on December 31, 2022, with the remainder due on the earlier of (i) July 31, 2027 or (ii) the date on which the principal amount of all outstanding term loans have been declared or automatically have become due and payable pursuant to the terms of the A&R Credit Facility.

Previous wording

Borrowings under the A&R Credit Facility bear interest, at our option, at either (a) a base rate (the “Base Rate”) equal to the highest of (i) the prime rate (as announced by Truist Bank from time to time), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (iii) Term SOFR (as defined in the A&R Credit Facility) for a one-month Interest Period (calculated on a daily basis after taking into account a floor equal to 0.00%) plus 1.00%, and (iv) 1.00%, in each case, plus an applicable margin ranging from 0.75% to 1.75%, or (b) Term SOFR, plus an applicable margin ranging from 0.75% to 1.75%. Interest on swingline loans shall bear interest at the Base Rate plus an applicable margin ranging from 1.75% to 2.75%. All applicable interest margins are based on certain consolidated leverage ratio measures.

Current wording

Borrowings under the A&R Credit Facility bear interest, at our option, at either (a) a base rate (the “Base Rate”) equal to the highest of (i) the prime rate (as announced by Truist Bank from time to time), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (iii) Term SOFR (as defined in the A&R Credit Facility) for a one-month Interest Period (calculated on a daily basis after taking into account a floor equal to 0.00%) plus 1.00%, and (iv) 1.00%, in each case, plus an applicable margin ranging from 0.75% to 2.50%, or (b) Term SOFR, plus an applicable margin ranging from 1.75% to 3.50%. Interest on swingline loans shall bear interest at the Base Rate plus the applicable margin for Base Rate loans. All applicable interest margins are based on certain consolidated leverage ratio measures.

Previous wording

On November 14, 2023, we entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, restated, supplemented or otherwise modified, the “Inventory Financing Facility”) with certain of our subsidiaries, Wells Fargo Commercial Distribution Finance, LLC ("Wells Fargo") and the other lender parties thereto. On November 13, 2024, we 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, (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 million to $595 million. Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers. The Inventory Financing Facility expires on March 1, 2026.

Current wording

On November 14, 2023, we entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, restated, supplemented or otherwise modified, the “Inventory Financing Facility”) with certain of our subsidiaries, Wells Fargo Commercial Distribution Finance, LLC ("Wells Fargo") and the other lender parties thereto. 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") 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 Amendment 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. Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers. The Inventory Financing Facility expires on March 1, 2027.