OneWater Marine Inc.

Previous 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.

Current wording

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 94 dealerships,6 distribution centers/warehouses and multiple online marketplaces as of March 31, 2026. 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. Our sales of marine parts and accessories expanded with the acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and, prior to the completed sale on February 2, 2026, Ocean Bio-Chem, LLC (f/k/a Ocean Bio-Chem, Inc. ("Ocean Bio-Chem")).

Previous 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.

Current wording

As of March 31, 2026, the Dealerships segment includes operations of 94 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 93% and 92% of revenues for the three and six months ended March 31, 2026, respectively. 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 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.

Current wording

As of March 31, 2026, the Distribution segment includes the activity of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu and T-H Marine and its subsidiaries, which together operate 6 distribution centers/warehouses in Alabama, Florida, and Oklahoma and represents 7% and 8% of revenues for the three and six months ended March 31, 2026, respectively. Prior to completion of the sale on February 2, 2026, the Distribution segment also included the activity of Ocean Bio-Chem and its subsidiaries. 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.

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 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.

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 multiple additional dealerships, distribution centers/warehouses and online marketplaces through 35 acquisitions and, as of March 31, 2026, operate 94 dealerships and 6 distribution centers/warehouses. Our current portfolio as of March 31, 2026 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

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.

Current wording

We have been a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 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 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward.

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. 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.

Current wording

foreign retaliatory measures, the impact of the U.S.-Israel and Iran war, as well as broader geopolitical and foreign policy developments. These factors may affect supply chains, input costs, fuel and transportation costs, consumer demand, capital markets and foreign exchange rates. 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, 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. Additionally, ongoing geopolitical instability, including armed conflicts, heightened tensions in oil-producing regions, and the potential for broader military escalation, could disrupt global energy markets, drive significant increases in fuel and transportation costs, and further erode consumer confidence and discretionary spending. 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

There have been no material changes in our critical accounting policies and estimates from the information provided in the Company’s Annual Report for the fiscal year ended September 30, 2025.

Current wording

There have been no material changes in our critical accounting policies and estimates from the information provided in the Company’s Annual Report for the fiscal year ended September 30, 2025, except for revisions to certain estimates used in determining the estimated fair value of identifiable intangible assets. These revisions were made to better reflect the value of certain trade names based on changes in branding arising from an internal realignment at certain locations. As a result, the Company recorded an impairment loss of $5.8 million to reduce the carrying value of identifiable intangible assets to estimated fair value.

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 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.

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 17.2% and 17.4% to revenue in the three months ended March 31, 2026 and 2025, respectively, and 18.6% and 18.1% to revenue in the six months ended March 31, 2026 and 2025, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 37.3% and 40.1% to gross profit in the three months ended March 31, 2026 and 2025, respectively, and 38.9% and 41.3% to gross profit in the six months ended March 31, 2026 and 2025, 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 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.

Current wording

The disposition is partially reflected in our unaudited condensed consolidated statements of operations for the three and six months ended March 31, 2026. There were no dispositions during the fiscal year ended September 30, 2025.

Previous 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.

Current wording

Overall, revenue decreased by $41.2 million, or 8.5%, to $442.3 million for the three months ended March 31, 2026 from $483.5 million for the three months ended March 31, 2025. Revenue decreased primarily due to a decrease in unit sales for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Overall, the revenue decrease was attributable to a $37.5 million decrease innew boat sales and a $7.4 million decrease in service, parts & other sales, partially offset by a $4.6 million increase in pre-owned boat sales for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous 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.

Current wording

Pre-owned boat sales increased by $4.6 million, or 5.2%, to $94.4 million for the three months ended March 31, 2026 from $89.7 million for the three months ended March 31, 2025. 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 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.

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 $1.0 million, or 6.5%, to $14.0 million for the three months ended March 31, 2026 from $15.0 million for the three months ended March 31, 2025. The decrease was primarily due to the decrease in new boat sales. 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 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.

Current wording

Service, parts & other sales decreased by $7.4 million, or 10.7%, to $61.9 million for the three months ended March 31, 2026 from $69.3 million for the three months ended March 31, 2025. The decrease in service, parts & other sales is primarily due to the sale of Ocean Bio-Chem, partially offset by an increase in revenues for the remaining business in the Distribution segment. Revenues for the Distribution segment are reported in service, parts & other sales and totaled$30.5 million and$37.2 million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

New boat gross profit increased by $1.4 million, or 3.9%, to $38.3 million for the three months ended December 31, 2025 from $36.9 million for the three months ended December 31, 2024. This increase was due to the increase in new boat gross profit margins to 16.4% for the three months ended December 31, 2025 as compared to 14.9% in the three months ended December 31, 2024. The increase was primarily due to new boat pricing and the impact of portfolio optimization efforts.

Current wording

New boat gross profit decreased by $1.8 million, or 3.6%, to $48.5 million for the three months ended March 31, 2026 from $50.3 million for the three months ended March 31, 2025. This decrease was driven by the decrease in new boat revenues. Gross profit margin increased to 17.8% for the three months ended March 31, 2026 as compared to 16.2% in the three months ended March 31, 2025. The increase was primarily attributable to new boat pricing and the impact of portfolio optimization actions taken in the previous fiscal year.

Previous wording

Pre-owned boat gross profit increased by $3.4 million, or 30.2%, to $14.6 million for the three months ended December 31, 2025 from $11.2 million for the three months ended December 31, 2024. The increase in pre-owned gross profit was driven by the increase in both pre-owned boat sales and pre-owned boat gross profit margin. Pre-owned boat gross profit margin was 20.7% and 19.7% for the three months ended December 31, 2025 and 2024, respectively. The increase in gross profit margin was primarily due to a favorable model mix of pre-owned boat sales.

Current wording

Pre-owned boat gross profit increased by $1.9 million, or 11.8%, to $17.7 million for the three months ended March 31, 2026 from $15.9 million for the three months ended March 31, 2025. The increase in pre-owned gross profit was driven by the increase in both pre-owned boat revenues and pre-owned boat gross profit margin. Pre-owned boat gross profit margin was 18.8% and 17.7% for the three months ended March 31, 2026 and 2025, respectively. The increase in gross profit margin was primarily due to a favorable model mix of pre-owned boat sales and the continued strength of customer demand.

Previous 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.

Current wording

Finance & insurance gross profit decreased by $1.0 million, or 6.5%, to $14.0 million for the three months ended March 31, 2026 from $15.0 million for the three months ended March 31, 2025. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Previous 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.

Current wording

Selling, general and administrative expenses decreased by $2.1 million, or 2.4%, to $85.7 million for the three months ended March 31, 2026 from $87.8 million for the three months ended March 31, 2025. This decrease was primarily due to previously implemented cost saving actions and ongoing expense management, partially offset by an increase in variable personnel costs, primarily sales commissions. Selling, general and administrative expenses as a percentage of revenue increased to 19.4% from 18.2% for the three months ended March 31, 2026 and 2025, respectively, primarily due to lower revenues.

Previous wording

Depreciation and amortization expense decreased $0.9 million, or 17.0%, to $4.4 million for the three months ended December 31, 2025 compared to $5.3 million for the three months ended December 31, 2024. The decrease in depreciation and amortization expense was primarily attributable to a reduction in amortization of intangible assets due to the prior year impairment charge.

Current wording

Depreciation and amortization expense decreased $1.3 million, or 24.4%, to $4.2 million for the three months ended March 31, 2026 compared to $5.5 million for the three months ended March 31, 2025. The decrease in depreciation and amortization expense was primarily attributable to a reduction in amortization of intangible assets due to the prior year impairment charge as well as the impact of the Ocean Bio-Chem disposal.

Previous wording

Transaction costs increased by $0.6 million, or 109.7%, to $1.2 million for the three months ended December 31, 2025 compared to $0.6 million for the three months ended December 31, 2024. The increase in transaction costs was primarily attributable to fees related to our debt amendments and legal fees related to a prior acquisition.

Current wording

Transaction costs increased by $1.1 million, or 288.3%, to $1.5 million for the three months ended March 31, 2026 compared to $0.4 million for the three months ended March 31, 2025. The increase in transaction costs was primarily attributable to costs associated with the sale of Ocean Bio-Chem during the three months ended March 31, 2026.

Previous wording

During the three months ended December 31, 2025, we recognized a loss of $7.4 million, primarily related to the adjustment of the carrying value of assets held for sale based on the expected fair value, net costs to sell. During the three months ended December 31, 2024, we recognized charges of $0.9 million related to restructuring activities.

Current wording

During the three months ended March 31, 2026, we recognized a loss of $6.6 million, primarily related to an impairment charge related toidentifiable intangible assets, resulting from revised assumptions used in estimating the fair value of certain trade names. During the three months ended March 31, 2025, we recognized charges of $0.4 million related to restructuring activities.

Previous 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.

Current wording

Interest expense – floor plan decreased $0.9 million, or 11.9%, to $6.6 million for the three months ended March 31, 2026 compared to $7.5 million for the three months ended March 31, 2025. Floor plan related interest expense decreased primarily due to the decrease in both the average floor plan borrowings and interest rates for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous wording

Income tax benefit increased by $8.1 million, or 154.3%, to $13.4 million for the three months ended December 31, 2025 compared to $5.3 million for the three months ended December 31, 2024. The increase was primarily attributable to a higher projected effective tax rate for fiscal year 2026 compared to fiscal year 2025. Our effective tax rates of 63.4% and 27.9% for the three months ended December 31, 2025 and 2024, respectively, differ from statutory rates primarily due to limitations on officer's compensation.

Current wording

Income tax expense (benefit) changed by $5.7 million, or 3,833.8%, to $5.5 million of income tax expense for the three months ended March 31, 2026 compared to $0.1 million of income tax benefit for the three months ended March 31, 2025. The change was primarily attributable to the impact of the Ocean Bio-Chem disposal. Our effective tax rates of (74.9)% and 28.3% for the three months ended March 31, 2026 and 2025, respectively, differ from statutory rates primarily due to limitations on officer's compensation and the impact on income tax expense (benefit) from the sale of Ocean Bio-Chem.

Previous 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.

Current wording

Gross profit increased by $0.5 million, or 0.2%, to $194.9 million for the six months ended March 31, 2026 from $194.5 million for the six months ended March 31, 2025. This increase was primarily due to new and used boat pricing and execution of strategic priorities to increase boat gross profit. Gross margin increased 110 basis points to 23.7% for the six months ended March 31, 2026 from 22.6% for the six months ended March 31, 2025 due to the factors noted below.

Previous 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.

Current wording

During the six months ended March 31, 2026, we recognized expense of $0.2 million related to accretion of contingent consideration liabilities. During the six months ended March 31, 2025, we recognized expense of $0.3 million related to updated forecasts and accretion of contingent consideration liabilities.

Previous 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.

Current wording

Adjusted EBITDA was $16.3 million for the three months ended March 31, 2026 compared to $17.9 million for the three months ended March 31, 2025. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit, partially offset by the decrease in selling, general and administrative expenses and the decrease in interest expense - floor plan for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous 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.

Current wording

Adjusted Net Loss Attributable to OneWater Marine Inc. and Adjusted Diluted Loss Per Share were $5.6 million and $0.34, respectively, for the three months ended March 31, 2026 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Income Per Share of $2.0 million and $0.13, respectively, for the three months ended March 31, 2025. The increase in Adjusted Net Loss Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increase in income tax expense, partially offset by the decrease in selling, general and administrative expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increase in Adjusted Diluted Loss Per Share resulted from the increase in Adjusted Net Loss Attributable to OneWater Marine Inc.

Previous 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.

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 proceeds to repay $50.0 million of our outstanding debt under the A&R Credit Facility (as defined below).

Previous wording

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

Current wording

Analysis of Cash Flow Changes Between the Six Months Ended March 31, 2026 and 2025

Previous 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.

Current wording

Operating Activities. Net cash used in operating activities was $23.8 million for the six months ended March 31, 2026 compared to net cash used in operating activities of $9.0 million for the six months ended March 31, 2025. The $14.9 million increase in cash used in operating activities was primarily attributable to a $19.0 million increase in the change in inventories, a $15.4 million decrease in the change in accounts payable, a $13.9 million decrease in the change in prepaid expenses and other current assets, and a $6.6 million increase in net loss, partially offset by a $27.6 million increase in the change in customer deposits, a $12.9 million increase in restructuring and impairment, and a $6.5 million decrease in the change in accounts receivable for the six months ended March 31, 2026 as compared to the six months ended March 31, 2025.

Previous 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.

Current wording

Investing Activities. Net cash provided by investing activities was $44.3 million for the six months ended March 31, 2026 compared to net cash used in investing activities of $6.6 million for the six months ended March 31, 2025. The $50.9 million increase in cash provided by investing activities was primarily attributable to $48.7 million of proceeds from the disposal of a business and a $3.2 million decrease in purchases of property and equipment for the six months ended March 31, 2026 as compared to the six months ended March 31, 2025.

Previous 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.

Current wording

Financing Activities. Net cash used in financing activities was $8.7 million for the six months ended March 31, 2026 compared to net cash provided by financing activities of $63.8 million for the six months ended March 31, 2025. The $72.6 million decrease in financing cash flow was primarily attributable to a $55.5 million increase in payments on long-term debt, a $12.3 million decrease in net borrowings from floor plan, and a $5.9 million decrease in proceeds on long-term debt, partially offset by a $2.4 million decrease in payments of contingent consideration during the six months ended March 31, 2026 as compared to the six months ended March 31, 2025.

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 thethree months ended December 31, 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 thesix months ended March 31, 2026. The Company has$48.1 million remaining under the share repurchase program.

Previous wording

As of December 31, 2025 and September 30, 2025, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled$491.2 million and$419.7 million, respectively. Certain of our manufacturers enter into independent agreements with the lenders to the Inventory Financing Facility, which results in a lower effective interest rate charged to us for borrowings related to the products by such manufacturer. For thethree months ended December 31, 2025 and the year ended September 30, 2025, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 6.1% and 6.2%, respectively. As of December 31, 2025 and September 30, 2025, our additional available borrowings under our Inventory Financing Facility were $5.9 million and $175.3 million, respectively, based upon the outstanding borrowings and the maximum facility amount. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. For the reporting period ended December 31, 2025, we were in compliance with all covenants under the Inventory Financing Facility.

Current wording

As of March 31, 2026 and September 30, 2025, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled$473.1 million and$419.7 million, respectively. Certain of our manufacturers enter into independent agreements with the lenders to the Inventory Financing Facility, which results in a lower effective interest rate charged to us for borrowings related to the products by such manufacturer. For thesix months ended March 31, 2026 and the year ended September 30, 2025, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 5.8% and 6.2%, respectively. As of March 31, 2026 and September 30, 2025, our additional available borrowings under our Inventory Financing Facility were $24.0 million and $175.3 million, respectively, based upon the outstanding borrowings and the maximum facility amount. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. For the reporting period ended March 31, 2026, we were in compliance with all covenants under the Inventory Financing Facility.

Previous wording

We enter into notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations. Such notes bear interest ranging from 0.0% to 10.8% per annum, require monthly payments of approximately $73,000, and mature on dates between January 2026 to May 2032. As of December 31, 2025, we had $1.3 million outstanding under the commercial vehicles notes payable.

Current wording

We enter into notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations. Such notes bear interest ranging from 0.0% to 10.8% per annum, require monthly payments of approximately $77,000, and mature on dates between April 2026 to May 2032. As of March 31, 2026, we had $1.4 million outstanding under the commercial vehicles notes payable.