0001057060 2026-09-21 2026-09-21 0001057060 1 2026-09-21 2026-09-21 iso4217:USD pure SC 14A PREM14A EX-FILING FEES 0001057060 MARINEMAX INC N/A true false 1262345892.00 0.0001381 174329.97 1262345892.00 174329.97 0.00 0.00 174329.97 (1) Title of each class of securities to which transaction applies: MarineMax common stock, par value $0.001 per share ("MarineMax Common Stock"). (2) Aggregate number of securities to which transaction applies: As of September 15, 2026, the maximum number of shares of MarineMax Common Stock to which this transaction applies is estimated to be 23,835,264, which consists of (a) 22,086,735 issued and outstanding shares of MarineMax Common Stock entitled to receive the per share merger consideration of $53.00, without interest thereon and less any required tax withholdings (the "Merger Consideration"); (b) 30,000 shares of MarineMax Common Stock underlying outstanding options to purchase MarineMax Common Stock with an exercise price less than the Merger Consideration, which options are entitled to receive an amount in cash per underlying share equal to the excess of the Merger Consideration over the applicable exercise price; (c) 1,183,887 shares of MarineMax Common Stock underlying outstanding restricted stock units, which are entitled to receive the Merger Consideration; (d) 469,179 shares of MarineMax Common Stock underlying outstanding performance stock units, with the number of shares underlying any performance stock units for which the applicable performance period has not been completed determined based on achievement at the target level of performance, and based on actual achievement levels for performance stock units for which the applicable performance period has been completed, which are entitled to receive the Merger Consideration; and (e) 65,463 additional shares of MarineMax Common Stock estimated to be issuable pursuant to the MarineMax ESPP prior to the Effective Time, which are entitled to receive the Merger Consideration. (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 22,086,735 issued and outstanding shares of MarineMax Common Stock and the Merger Consideration; (b) the product of 30,000 outstanding options to purchase MarineMax Common Stock with an exercise price less than the Merger Consideration and $22.23 (which is the difference between the Merger Consideration and the weighted average exercise price of such options); (c) the product of 1,183,887 shares of MarineMax Common Stock underlying outstanding restricted stock units and the Merger Consideration; (d) the product of 469,179 shares of MarineMax Common Stock underlying outstanding performance stock units, with the number of shares underlying any performance stock units for which the applicable performance period has not been completed determined based on achievement at the target level of performance (or based on actual achievement levels for performance stock units for which the applicable performance period has been completed), and the Merger Consideration; and (e) the product of 65,463 additional shares of MarineMax Common Stock estimated to be issuable pursuant to the MarineMax ESPP prior to the Effective Time and the Merger Consideration. (4) In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Exchange Act Rule 0-11, the filing fee was determined by multiplying the sum calculated in note (3) above by 0.0001381.