mbuu-20260930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36290

MALIBU BOATS, INC.

(Exact Name of Registrant as specified in its charter)

Delaware

5075 Kimberly Way, Loudon, Tennessee 37774

46-4024640

(State or other jurisdiction of
incorporation or organization)

(Address of principal executive offices,
including zip code)

(I.R.S. Employer
Identification No.)

(865) 458-5478

(Registrant’s telephone number,
including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	MBUU	Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☑


Class A Common Stock, par value $0.01, outstanding as of November 2, 2026:	19,653,313	shares
Class B Common Stock, par value $0.01, outstanding as of November 2, 2026:	12	shares

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TABLE OF CONTENTS



		Page
PART I	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43

PART II	OTHER INFORMATION	44
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	46

SIGNATURES		48

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Form 10-Q are forward-looking statements, including statements regarding demand for our products and expected industry trends, impact of macroeconomic conditions on our results of operations and financial condition, our business strategy and plans, and management’s objectives for future operations. In particular, many of the statements under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” the negative of these terms, or by other similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions, involving known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Such factors include, but are not limited to: our large fixed-cost base; our ability to execute our manufacturing strategy and accurately forecast demand for our products; our third-party suppliers' increased costs or inability to adjust for our required production levels; our dependence on a small group of suppliers for components; our ability to meet our manufacturing workforce needs; our dependence on key management employees; our ability to grow our business through acquisitions and integrate such acquisitions to fully realize their expected benefits, including our recent acquisition of Saxdor; our growth strategy which may require us to secure significant additional capital; our ability to enhance existing products and develop and market new or enhanced products; compromises to information technology systems or those of third parties with whom we work or our data; difficulties presented by international economic, political, legal, and business factors; general economic conditions; risks and requirements related to transacting business in foreign countries; the continued strength and positive perception of our brands; increased consumer preference for used boats, electric boats, alternative fuel-powered boats or the supply of new boats by competitors in excess of demand; an increase in energy and fuel costs; the seasonality of our business; competition within our industry; inflation and heightened interest rates; our dependence on our network of independent dealers and increasing competition for dealers; the financial health of our dealers and their continued access to financing; our obligation to repurchase inventory of certain dealers; our exposure to risks associated with litigation, investigation and regulatory proceedings; an impairment in the carrying value of goodwill, trade names, and other long-lived assets; significant product repair and/or replacement costs due to product warranty claims or product recalls; risks inherent in changes to U.S. trade policy, tariffs and import/export regulations; any failure to comply with laws and regulations including environmental, workplace safety and other regulatory requirements; our dependence upon distributions from the LLC for any cash obligations of Malibu Boats, Inc.; covenants in our credit agreement governing our term loan and revolving credit facilities which may limit our operating flexibility; interest rate risk from our variable rate indebtedness; and our obligation to make certain payments under a tax receivable agreement. We discuss many of these factors, risks and uncertainties in greater detail under the heading “Item 1A. Risk Factors” in our Form 10-K for the year ended June 30, 2026, filed with the Securities and Exchange Commission on August 27, 2026 as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, including subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q.

You should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from those suggested by the forward-looking statements for various reasons, including those discussed under “Item 1A. Risk Factors” in our Form 10-K for the year ended June 30, 2026, filed with the Securities and Exchange Commission on August 27, 2026. Except as required by law, we assume no obligation to update forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations.

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Part I - Financial Information

Item 1. Financial Statements

MALIBU BOATS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

(In thousands, except share and per share data)


	Three Months Ended September 30,
	2026		2025
Net sales	$	252,941	$	194,733
Cost of sales	215,105		166,802
Gross profit	37,836		27,931
Operating expenses:
Selling and marketing	8,333		6,293
General and administrative	11,646		20,767

Amortization	4,707		1,713
Operating income (loss)	13,150		(842)
Other expense (income), net:
Other expense (income), net	2,748		(866)
Interest expense	2,087		423
Other expense (income), net	4,835		(443)
Income (loss) before provision for income taxes	8,315		(399)
Provision for income taxes	2,209		311
Net income (loss)	6,106		(710)
Net income (loss) attributable to non-controlling interest	108		(8)
Net income (loss) attributable to Malibu Boats, Inc.	$	5,998	$	(702)

Comprehensive income (loss):
Net income (loss)	$	6,106	$	(710)
Other comprehensive income:
Change in cumulative translation adjustment	96		224
Other comprehensive income	96		224
Comprehensive income (loss)	6,202		(486)
Less: comprehensive income (loss) attributable to non-controlling interest, net of tax	109		(5)
Comprehensive income (loss) attributable to Malibu Boats, Inc., net of tax	$	6,093	$	(481)

Weighted-average shares outstanding used in computing net income (loss) per share:
Basic	19,743,887		19,335,990
Diluted	19,940,439		19,335,990
Net income (loss) available to Class A Common Stock per share:
Basic	$	0.30	$	(0.04)
Diluted	$	0.30	$	(0.04)

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited).

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MALIBU BOATS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share and per share data)


	September 30, 2026		June 30, 2026
Assets
Current assets
Cash	$	40,344	$	74,419
Trade receivables, net	48,079		33,353
Inventories, net	212,404		180,066
Prepaid expenses and other current assets	17,520		17,634
Assets held for sale	3,059		3,059
Total current assets	321,406		308,531
Property, plant and equipment, net	249,645		249,663
Goodwill	78,598		78,689
Other intangible assets, net	290,543		295,965
Deferred tax assets	48,046		50,419
Other assets	14,332		12,927
Total assets	$	1,002,570	$	996,194
Liabilities
Current liabilities
Current maturities of long-term obligations	5,000		—
Accounts payable	69,664		46,790
Accrued expenses	135,467		168,137
Income taxes and tax distribution payable	578		392
Payable pursuant to tax receivable agreement, current portion	113		113
Total current liabilities	210,822		215,432
Deferred tax liabilities	16,018		15,424
Other liabilities	33,498		33,353
Payable pursuant to tax receivable agreement, less current portion	38,559		38,559
Long-term debt	167,866		165,000
Total liabilities	466,763		467,768
Commitments and contingencies (See Note 17)
Stockholders' Equity
Class A Common Stock, par value $0.01 per share, 100,000,000 shares authorized; 19,651,774 shares issued and outstanding as of September 30, 2026; 19,667,592 shares issued and outstanding as of June 30, 2026	195		195
Class B Common Stock, par value $0.01 per share, 25,000,000 shares authorized; 12 shares issued and outstanding as of September 30, 2026 and June 30, 2026	—		—
Preferred Stock, par value $0.01 per share; 25,000,000 shares authorized; no shares issued and outstanding as of September 30, 2026 and June 30, 2026	—		—
Additional paid in capital	49,781		48,567
Accumulated other comprehensive loss, net of tax	(10,535)		(10,631)
Accumulated earnings	492,315		486,317
Total stockholders' equity attributable to Malibu Boats, Inc.	531,756		524,448
Non-controlling interest	4,051		3,978
Total stockholders’ equity	535,807		528,426
Total liabilities and stockholders' equity	$	1,002,570	$	996,194

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited).

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MALIBU BOATS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders' Equity (Unaudited)

(In thousands, except number of Class B shares)


	Class A Common Stock			Class B Common Stock			Additional Paid In Capital		Accumulated Other Comprehensive Loss		Accumulated Earnings		Non-controlling Interest in LLC		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2026	19,668	$	195	12	$	—	$	48,567	$	(10,631)	$	486,317	$	3,978	$	528,426
Net income	—	—		—	—		—		—		5,998		108		6,106
Stock-based compensation, net of withholding taxes on vested equity awards	(16)	—		—	—		1,174		—		—		—		1,174
Issuances of equity for services	—	—		—	—		40		—		—		—		40


Distributions to LLC unit holders	—	—		—	—		—		—		—		(36)		(36)
Foreign currency translation adjustment	—	—		—	—		—		96		—		1		97
Balance at September 30, 2026	19,652	$	195	12	$	—	$	49,781	$	(10,535)	$	492,315	$	4,051	$	535,807


	Class A Common Stock			Class B Common Stock			Additional Paid In Capital		Accumulated Other Comprehensive Loss		Accumulated Earnings		Non-controlling Interest in LLC		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2025	19,226	$	190	12	$	—	$	35,253	$	(4,646)	$	484,664	$	4,372	$	519,833
Net loss	—	—		—	—		—		—		(702)		(8)		(710)
Stock-based compensation, net of withholding taxes on vested equity awards	(5)	—		—	—		1,213		—		—		—		1,213
Issuances of equity for services	—	—		—	—		40		—		—		—		40
Increase in payable pursuant to the tax receivable agreement	—	—		—	—		(26)		—		—		—		(26)
Increase in deferred tax asset from step-up in tax basis	—	—		—	—		52		—		—		—		52
Exchange of LLC Units for Class A Common Stock	6	—		—	—		95		—		—		(95)		—
Foreign currency translation adjustment	—	—		—	—		—		224		—		1		225
Balance at September 30, 2025	19,227	$	190	12	$	—	$	36,627	$	(4,422)	$	483,962	$	4,270	$	520,627

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited).

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MALIBU BOATS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Three Months Ended September 30,
	2026		2025
Operating activities:
Net income (loss)	$	6,106	$	(710)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Non-cash compensation expense	1,340		1,587
Non-cash compensation to directors	40		40
Depreciation	8,214		8,138
Amortization	4,707		1,713
Change in fair value of contingent consideration	1,248		—
Unrealized gain on foreign currency exchange	(160)		—
Deferred income taxes	2,959		106


Adjustment to tax receivable agreement liability	—		(856)


Other items, net	(14,227)		889
Change in operating assets and liabilities:
Trade receivables	(14,706)		(11,508)
Inventories	(31,803)		(2,871)
Prepaid expenses and other assets	(572)		(6,891)
Accounts payable	23,089		14,556
Income taxes payable	873		445
Accrued expenses	(17,036)		2,432
Other liabilities	(1,158)		(535)

Net cash (used in) provided by operating activities	(31,086)		6,535
Investing activities:
Purchases of property and equipment	(8,381)		(4,307)
Proceeds from sale of property and equipment	—		82

Net cash used in investing activities	(8,381)		(4,225)
Financing activities:
Proceeds from long-term borrowings	100,000		—
Proceeds from revolving credit facility	10,000		10,000
Principal payments on long-term borrowings	(1,250)		—
Payments on revolving credit facility	(100,000)		(5,000)
Payment of deferred financing costs	(2,937)		—




Cash paid for withholding taxes on vested restricted stock	(163)		(363)
Distributions to non-controlling LLC Unit holders	(60)		—

Net cash provided by financing activities	5,590		4,637
Effect of exchange rate changes on cash	(198)		156
Changes in cash	(34,075)		7,103
Cash—Beginning of period	74,419		37,002
Cash—End of period	$	40,344	$	44,105

Supplemental cash flow information:
Cash paid for interest	$	2,408	$	348
Cash refund for income taxes, net	(537)		(230)

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements (Unaudited).

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MALIBU BOATS, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements

(Tables in thousands, except per unit and share and per share data)

1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies

Organization

Malibu Boats, Inc. (“MBI” and, together with its subsidiaries, the “Company” or "Malibu"), a Delaware corporation formed on November 1, 2013, is the sole managing member of Malibu Boats Holdings, LLC, a Delaware limited liability company (the "LLC"). The Company operates and controls all of the LLC's business and affairs and, therefore, pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 810, Consolidation, consolidates the financial results of the LLC and its subsidiaries, and records a non-controlling interest for the economic interest in the Company held by the non-controlling holders of units in the LLC ("LLC Units"). The LLC was formed in 2006. The LLC, through its wholly owned subsidiary, Malibu Boats, LLC, (“Boats LLC”), is engaged in the design, engineering, manufacturing and marketing of innovative, high-quality, recreational powerboats that are sold through a world-wide network of independent dealers. The Company sells its boats under nine brands -- Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes, Cobalt, and Saxdor. The Company reports its results of operations under four reportable segments -- Malibu, Saltwater Fishing, Cobalt, and Saxdor.

Saxdor Acquisition

On March 2, 2026, the Company acquired Saxdor for an aggregate purchase price of approximately $203.9 million pursuant to a Securities Purchase Agreement (the "Purchase Agreement"). The preliminary purchase price was subject to certain post-closing working capital adjustments. As such, the inputs to the aggregate preliminary purchase price differ from our closing 8-K filed for the Saxdor acquisition. See Note 4 — Acquisition for further details on the inputs to the purchase price and components of contingent consideration.

Saxdor, headquartered in Finland, is a leading European designer and manufacturer of premium adventure dayboats and one of the world’s fastest-growing boat brands. The Company acquired Saxdor for the purpose of expanding the Company's global reach, in both manufacturing and sales, as well as strengthening Malibu's reputation as a leading manufacturer of premier boats. See further discussion in Note 4 — Acquisition.

Segment Information

Effective March 31, 2026, the Company revised its segment reporting to account for its acquisition of Saxdor. The Company previously had three reportable segments, Malibu, Saltwater Fishing, and Cobalt. As a result of the Saxdor acquisition, the Company has four reportable segments, Malibu, Saltwater Fishing, Cobalt, and Saxdor. See Note 18 — Segment Reporting.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim condensed financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and disclosures of results of operations, financial position and changes in cash flow in conformity with GAAP for complete financial statements. Such statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Malibu and subsidiaries for the year ended June 30, 2026, included in the Company's Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Units and shares are presented as whole numbers, while all dollar amounts are presented in thousands, unless otherwise noted.

Beginning with the fiscal year ended June 30, 2026, and for all future periods, the Company discloses revenue recognized by geography under the categories "United States" and "International." This represents a change from prior years in which such revenue was disclosed under the categories "North America" and "International." As a result, the Company has recast the prior period revenue by geography to conform to the current period presentation. This reflects only a reclassification and did not impact total consolidated revenues, operating results, or cash flows for any period presented.

Principles of Consolidation

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The accompanying unaudited interim condensed consolidated financial statements include the operations and accounts of the Company and all subsidiaries thereof. All intercompany balances and transactions have been eliminated upon consolidation.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03 “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The updated standard is effective for annual periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company expects the standard to result in additional expense disaggregation disclosures but does not currently expect a material impact on its consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-10 "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities" which establishes the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. The updated standard is effective for annual periods beginning after December 15, 2028 and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the effect of adopting this ASU.

The Company is not aware of any other new accounting pronouncements that are expected to have a significant impact on the Company's condensed consolidated financial statements and related disclosures.

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2. Revenue Recognition

The following tables disaggregate the Company's revenue by major product type and geography:


	Three Months Ended September 30, 2026
	Malibu		Saltwater Fishing		Cobalt		Saxdor		Consolidated
Revenue by product:
Boat and trailer sales	$	66,808	$	68,493	$	60,221	$	50,488	$	246,010
Parts and other sales	4,651		361		1,298		621		6,931
Net Sales	$	71,459	$	68,854	$	61,519	$	51,109	$	252,941

Revenue by geography:
US	$	59,311	$	67,588	$	55,109	$	22,141	$	204,149
International	12,148		1,266		6,410		28,968		48,792
Net Sales	$	71,459	$	68,854	$	61,519	$	51,109	$	252,941


	Three Months Ended September 30, 2025
	Malibu		Saltwater Fishing		Cobalt		Consolidated
Revenue by product:
Boat and trailer sales	$	73,150	$	63,887	$	50,744	$	187,781
Parts and other sales	5,497		431		1,024		6,952
Net Sales	$	78,647	$	64,318	$	51,768	$	194,733

Revenue by geography:
US	$	69,568	$	62,874	$	47,418	$	179,860
International	9,079		1,444		4,350		14,873
Net Sales	$	78,647	$	64,318	$	51,768	$	194,733

Boat and Trailer Sales

Consists of sales of boats and trailers to the Company's dealer network, net of sales returns, discounts, rebates and free flooring incentives. Boat and trailer sales also includes optional boat features. Sales returns consist of boats returned by dealers under the Company's warranty program. Rebates, free flooring and discounts are incentives that the Company provides to its dealers based on sales of eligible products.

Part and Other Sales

Consists primarily of parts and accessories sales, royalty income and clothing sales. Parts and accessories sales include replacement and aftermarket boat parts and accessories sold to the Company's dealer network. Royalty income is earned from license agreements with various boat manufacturers, including Nautique, Chaparral, MasterCraft, and Tige related to the use of the Company's intellectual property.

Customer Deposits

Consists of cash payments received from dealers prior to the transfer of control of a boat to the customer. Customer deposits represent advance consideration received by the Company and are recognized as a liability until the related performance obligation is satisfied upon shipment or delivery of the boat to the dealer, at which point the deposit is recognized

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as revenue in accordance with the Company's revenue recognition policy. The Company expects all $40.8 million of customer deposits to be recognized as revenue during the next twelve months.

The following table provides information about customer deposits and the significant changes in the balances during the three months ended September 30, 2026:


	Three Months Ended September 30,
	2026		2025
Beginning balance	$	49,442	$	3,508
Add: Customer deposits received	60,941		14,834



Less: Revenue recognized	69,552		14,144
Ending balance	$	40,831	$	4,198

3. Non-controlling Interest

The non-controlling interest on the unaudited interim condensed consolidated statements of operations and comprehensive income (loss) represents the portion of earnings or loss attributable to the economic interest in the Company's subsidiary, the LLC, held by the non-controlling LLC Unit holders. Non-controlling interest on the unaudited interim condensed consolidated balance sheets represents the portion of net assets of the Company attributable to the non-controlling LLC Unit holders, based on the portion of the LLC Units owned by such Unit holders. The ownership of the LLC is summarized as follows:


	As of September 30, 2026			As of June 30, 2026
	Units	Ownership %		Units	Ownership %
Non-controlling LLC Unit holders ownership in Malibu Boats Holdings, LLC	270,419	1.4	%	270,419	1.4	%
Malibu Boats, Inc. ownership in Malibu Boats Holdings, LLC	19,651,774	98.6	%	19,667,592	98.6	%
	19,922,193	100.0	%	19,938,011	100.0	%

Issuance of Additional LLC Units

Under the first amended and restated limited liability company agreement of the LLC, as amended (the "LLC Agreement"), the Company is required to cause the LLC to issue additional LLC Units to the Company when the Company issues additional shares of Class A Common Stock. Other than in connection with the issuance of Class A Common Stock in connection with an equity incentive program, the Company must contribute to the LLC net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A Common Stock. The Company must cause the LLC to issue a number of LLC Units equal to the number of shares of Class A Common Stock issued such that, at all times, the number of LLC Units held by the Company equals the number of outstanding shares of Class A Common Stock. During the three months ended September 30, 2026, the Company caused the LLC to issue a total of 10,226 LLC Units to the Company in connection with the issuance of Class A Common Stock for the vesting of awards granted under the Company's long term incentive plans. During the three months ended September 30, 2026, 26,044 LLC Units were cancelled in connection with stock awards with a performance condition that was deemed to not be achieved. In connection with the cancellation of LLC Units described above, an equivalent of 26,044 treasury shares were retired in accordance with the LLC Agreement.

Distributions and Other Payments to Non-controlling Unit Holders

Distributions for Taxes

As a limited liability company (treated as a partnership for income tax purposes), the LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the LLC Agreement, the LLC is required to distribute cash, to the extent that the LLC has cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to their share of LLC earnings. The LLC makes such tax distributions to its members based on an estimated tax rate and projections of taxable income. If the actual taxable income of the LLC multiplied by the estimated tax rate exceeds the tax distributions made in a calendar year, the LLC may make true-up distributions to its members, if cash or borrowings are available for such purposes. As of September 30, 2026 and June 30, 2026, respectively, tax distributions payable to non-controlling LLC Unit holders were $0 and $60,000. During the

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three months ended September 30, 2026 and 2025, there were $36,000 and $0 tax distributions paid to the non-controlling LLC Unit holders, respectively.

Other Distributions

Pursuant to the LLC Agreement, the Company has the right to determine when distributions will be made to LLC members and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the members of the LLC (including the Company) pro rata in accordance with the percentages of their respective LLC Units.

4. Acquisition

Saxdor Acquisition

On March 2, 2026, the Company completed the acquisition of 100% of the equity interests of Saxdor, a privately held Finnish company that manufactures premium adventure dayboats. Net assets and results of operations of Saxdor are included in our results commencing on March 2, 2026, and are reported as a separate reportable segment. The aggregate purchase price of approximately $203.9 million consisted of cash consideration, 1,523,794 shares of Class A Common Stock at $27.37 per share, and contingent consideration related to an earnout with an initial fair value of approximately $32.6 million estimated using a scenario-based model as well as a Monte Carlo simulation model. In addition, the purchase price included a net working capital adjustment and escrow receivable. The potential earnout consideration has a maximum potential payout of $84.2 million and is to be paid out to the sellers in calendar years 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the "earnout period"), subject to the achievement of certain specified post-closing operating and financial targets by Saxdor. The earnout was classified as a liability on our consolidated balance sheet. The current portion of the earnout amount is included in accrued expenses and the remainder is included in other long-term liabilities. The fair value of the earnout was estimated using significant unobservable inputs and is therefore classified as a Level 3 fair value measurement. These inputs include the estimated amount of the revenue forecast, revenue volatility and a risk-adjusted discount rate of approximately 18.5% used to adjust the probability-weighted cash flow payments to their present value.


Balance at June 30, 2026 1	$	28,180
Fair value change of earnout	$	1,248
Currency adjustment on earnout 2	$	(160)
Balance at September 30, 2026 1	$	29,268

1 Amounts presented are net of a $1.7 million offset for post-closing adjustments finalized in June 2026, which the Company intends, and has the legal right, to withhold from future earnout payments.

2 Any currency gain or loss on the earnout is recognized within other expense (income), net, in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Saxdor met the definition of a business pursuant to ASC 805, Business Combinations, and the acquisition was accounted for as a business combination under the acquisition method of accounting. The Company believes that the information available provides a reasonable basis for estimating fair values of the assets acquired and liabilities assumed. However, the valuation of certain assets and liabilities is preliminary and subject to change as additional information becomes available and as further analyses are performed. Accordingly, the preliminary purchase price allocation may be adjusted during the measurement period. There have been no adjustments to the preliminary purchase price allocation during the three months ended September 30, 2026. While the measurement period remains open until March 2, 2027, the Company's valuation and

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assessment are substantially complete. The Company does not anticipate any further material adjustments to the preliminary valuations before the expiration of the measurement period.

The following table summarizes the preliminary estimated fair values assigned to the assets acquired and liabilities assumed as of March 2, 2026 (as adjusted). These preliminary fair values are based on internal Company and independent external third-party valuations and are subject to change as certain asset and liability valuations are finalized:


Recognized preliminary amounts of identifiable assets acquired and liabilities assumed, at fair value:
Cash and cash equivalents	11,277
Trade receivables	2,085
Inventories	59,777
Prepaid expenses and other current assets	7,107
Property, plant, and equipment	22,952
Intangible assets	142,918

Other assets	8,290
Total assets acquired	254,406
Accounts payable	26,681
Accrued expenses	45,883
Income taxes and tax distribution payable	50
Other liabilities	5,406
Total liabilities assumed	78,020
Net assets acquired	176,386

Goodwill	27,501
Total preliminary purchase price	$	203,887

The preliminary fair value estimates (as adjusted) for the Company's identifiable intangible assets acquired as part of the acquisition are as follows:


	Preliminary Fair Value		Estimated Useful Life (in years)
Definite-lived intangibles:
Dealer relationships	47,836		15
Backlog	8,268		0.92
Total definite-lived intangibles	56,104
Indefinite-lived intangible:
Trade name	86,814
Total identifiable intangible assets	$	142,918

The fair values of the dealer relationships and backlog were determined using the multi-period excess earnings method, and the fair value of the trade name was determined using the relief-from-royalty method.

The definite-lived intangible assets were recorded at fair value as of the acquisition date and are amortized using the straight-line method to general and administrative expenses over their estimated useful lives. Indefinite-lived intangible assets are not amortized but instead are evaluated for potential impairment on an annual basis in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. The weighted average useful life of identifiable definite-lived intangible assets acquired was 12.93 years. Goodwill of $27.5 million arising from the acquisition represents expected synergies and cost savings as well as intangible assets that do not qualify for separate recognition, including Saxdor's assembled workforce. The indefinite-lived intangible assets and goodwill acquired are expected to be deductible for income tax purposes.

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Revenue and net income of Saxdor included in the unaudited statement of operations and comprehensive income (loss) for the three months ended September 30, 2026, were $51.1 million and $0.4 million, respectively. Acquisition-related costs of $2.8 million were incurred during the three months ended September 30, 2026, and are included in general and administrative expenses in the unaudited consolidated statement of operations and comprehensive income (loss) for the three months ended September 30, 2026.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma consolidated results of operations for the three months ended September 30, 2025, assumes that the acquisition of Saxdor occurred as of July 1, 2024. The unaudited pro forma financial information combines historical results of Malibu and Saxdor, with adjustments for interest on debt financing, depreciation and amortization attributable to fair value estimates on acquired tangible and intangible assets for the respective periods.

The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the business combination had taken place at such time.


						Three Months Ended September 30,
						2025
Net Sales						241,880
Net income						872

5. Inventories

Inventories consisted of the following:


	As of September 30, 2026		As of June 30, 2026
Raw materials	$	126,635	$	111,276
Work in progress	41,115		27,956
Finished goods	44,654		40,834
Total inventories	$	212,404	$	180,066

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	As of September 30, 2026		As of June 30, 2026
Prepaid expenses	$	12,581	$	5,818
Insurance receivables	850		850
Other receivables 1	4,089		10,966
Total prepaid expenses and other current assets	$	17,520	$	17,634

1 As of June 30, 2026, other receivables included an escrow receivable of $5.7 million, adjusted for currency, recognized in connection with the Company's acquisition of Saxdor. This escrow receivable represents a portion of the cash consideration owed to the Company to settle final consideration payable under the Purchase Agreement after working capital, indebtedness, and closing cash adjustments. This was received during the three months ended September 30, 2026.

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7. Property, Plant and Equipment, net

Property, plant and equipment, net consisted of the following:


	As of September 30, 2026		As of June 30, 2026
Land	$	6,732	$	6,759
Building and leasehold improvements	183,964		183,901
Machinery and equipment	171,135		166,525
Furniture and fixtures	19,699		19,592
Construction in process	45,008		41,596
	426,538		418,373
Less: Accumulated depreciation	(176,893)		(168,710)
Property, plant and equipment, net	$	249,645	$	249,663

Included within the current asset section of our condensed consolidated balance sheet as of September 30, 2026 is an amount classified as assets held for sale totaling $3.1 million. The property is valued at its carrying value, which is less than the fair value minus costs to sell. The assets held for sale consist of the land and building from the former Malibu Electronics (included within the Malibu segment) manufacturing building located in Alexander City, Alabama. The Company no longer has a use for this building as the current Malibu Electronics manufacturing building is now located in Loudon, Tennessee. The assets meet the criteria for classification as held for sale as the Company has committed to a plan to sell the assets and they are available for immediate sale in their present condition and expected to sell within 12 months.

Depreciation expense was $8.2 million and $8.1 million for the three months ended September 30, 2026 and 2025, respectively, substantially all of which was recorded in cost of sales.

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8. Goodwill and Other Intangible Assets, net

The changes in the carrying amount of goodwill for the three months ended September 30, 2026 were as follows:


	Malibu		Saltwater Fishing		Cobalt		Saxdor		Consolidated
Goodwill as of June 30, 2026 1	$	12,301	$	19,525	$	19,791	$	27,072	$	78,689


Effect of foreign currency changes on goodwill	63		—		—		(154)		(91)
Balance as of September 30, 2026	$	12,364	$	19,525	$	19,791	$	26,918	$	78,598

1 Net of accumulated impairment losses of $49.2 million in our Saltwater Fishing segment.

The components of other intangible assets were as follows:


	As of September 30, 2026		As of June 30, 2026		Estimated Useful Life (in years)	Weighted-Average Remaining Useful Life (in years)
Definite-lived intangibles:

Dealer relationships	$	177,767	$	178,008	15-20	13.1
Patent	2,600		2,600		15	5.8
Trade name	100		100		15	3.7
Non-compete agreement	—		—		10	0.0
Backlog	7,940		7,986		0.92	0.3
Total	188,407		188,694
Less: Accumulated amortization	(60,237)		(55,579)
Total definite-lived intangible assets, net	128,170		133,115
Indefinite-lived intangible:
Trade name	201,573		202,050
Less: Accumulated impairment	(39,200)		(39,200)
Total other intangible assets, net	$	290,543	$	295,965

Amortization expense recognized on all amortizable intangibles was $4.7 million and $1.7 million for the three months ended September 30, 2026 and 2025, respectively.

Estimated future amortization expenses as of September 30, 2026 are as follows:


Fiscal years ending December 31 1:	Amount
Remainder of 2026 (fiscal year change transition period 1)	$	4,663
2027	10,576
2028	9,898
2029	9,843
2030	9,719
2031 and thereafter	83,471
	$	128,170

1 Presented on a calendar-year basis to reflect the change in the Company's fiscal year end to December 31. See Part II, Item 5, "Other Information."

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9. Accrued Expenses

Accrued expenses consisted of the following:


	As of September 30, 2026		As of June 30, 2026
Warranties	$	40,879	$	41,239
Dealer incentives	14,436		15,200
Accrued compensation	12,796		21,110
Current operating lease liabilities	4,909		4,899

Accrued legal and professional fees 1	10,099		25,569
Customer deposits	40,831		49,442
Government grant 2	4,089		4,089
Current contingent consideration 3	3,835		4,052
Other accrued expenses	3,593		2,537
Total accrued expenses	$	135,467	$	168,137

1 Accrued legal and professional fees include approximately $6.0 million and $21.0 million as of September 30, 2026 and June 30, 2026, respectively, in insurance coverage proceeds that are subject, in certain cases, to reservations of rights by the insurance carriers. The proceeds will be considered a liability in accrued expenses until the resolution of the litigation. During the three months ended September 30, 2026, the Company concluded that $15.0 million of insurance proceeds previously received from Starr Indemnity & Liability Company were no longer subject to a reservation of rights following Starr's dismissal from the related litigation. As a result, the Company derecognized the associated liability and recognized a $15.0 million reduction of general and administrative expense in the unaudited interim condensed consolidated statements of operations. For more information, refer to Note 17 of our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.

2 Government grant includes approximately $4.1 million related to an Economic Development Grant paid by the State of Tennessee in relation to the Company's purchase of a production facility in Roane County, Tennessee and the moving production of certain models of Cobalt boats from Kansas to Tennessee. The grant requires the Company to create and maintain a specified number of jobs in order to retain the grant. The accrued liability will be relieved as the Company satisfies headcount requirements.

3 Contingent consideration related to the Saxdor acquisition is to be paid out in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years, respectively, if certain requirements are met. $3.8 million of the contingent consideration was recognized as a current liability given expected settlement within one year from the balance sheet date. The remaining $25.4 million is recognized in other long-term liabilities on our unaudited balance sheet as of September 30, 2026. See further details on the Saxdor acquisition in Note 4 — Acquisition.

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10. Product Warranties

The Company's Malibu and Axis brand boats have a limited warranty for a period up to five years. The Company's Cobalt brand boats have (1) a structural warranty of up to ten years which covers the hull, deck joints, bulkheads, floor, transom, stringers, and motor mount and (2) a five-year bow-to-stern warranty on all components manufactured or purchased (excluding hull and deck structural components), including canvas and upholstery. Gel coat is covered up to three years for Cobalt and one year for Malibu and Axis. Pursuit brand boats have (1) a limited warranty for a period of up to five years on structural components such as the hull, deck and defects in the gel coat surface of the hull bottom and (2) a bow-to-stern warranty of two years (excluding hull and deck structural components). Maverick, Pathfinder and Hewes brand boats have (1) a limited warranty for a period of up to five years on structural components such as the hull, deck and defects in the gel coat surface of the hull bottom and (2) a bow-to-stern warranty of one year (excluding hull and deck structural components). Cobia brand boats have (1) a limited warranty for a period of up to ten years on structural components such as the hull, deck and defects in the gelcoat surface of the hull bottom and (2) a bow-to-stern warranty of three years (excluding hull and deck structural components). Saxdor brand boats have a limited warranty for a period of up to two years or three-hundred running hours, whichever comes first, for structural components. For each boat brand, there are certain materials, components or parts of the boat that are not covered by the Company’s warranty and certain components or parts that are separately warranted by the manufacturer or supplier (such as the engine). Engines that the Company manufactures for Malibu and Axis models have a limited warranty of up to five years or five-hundred hours.

The Company’s standard warranties require it or its dealers to repair or replace defective products during the warranty period at no cost to the consumer. The Company estimates warranty costs it expects to incur and records a liability for such costs at the time the product revenue is recognized. The Company utilizes historical claims trends and analytical tools to develop the estimate of its warranty obligation on a per boat basis, by brand and warranty year. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims and cost per claim. The Company assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Future warranty claims may differ from the Company’s estimate of the warranty liability, which could lead to changes in the Company’s warranty liability in future periods.

Changes in the Company’s product warranty liability, which is included in accrued expenses on the unaudited interim condensed consolidated balance sheets, were as follows:


	Three Months Ended September 30,
	2026		2025
Beginning balance	$	41,239	$	40,970
Add: Warranty expense	9,429		7,465

Less: Warranty claims paid	(9,789)		(8,282)
Ending balance	$	40,879	$	40,153

11. Financing

Outstanding debt consisted of the following:


	As of September 30, 2026		As of June 30, 2026
Term Loan A	$	98,750	$	—
Revolving credit loan	75,000		165,000
Less unamortized debt issuance costs	(884)		—
Total debt	172,866		165,000
Less current maturities	5,000		—
Long-term debt less current maturities	$	167,866	$	165,000

Long-Term Debt

On July 10, 2026, Malibu Boats, LLC (“Boats LLC”) entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), which amended and restated the Company’s prior credit agreement. The Credit Agreement provides for a $250.0 million revolving credit facility and a $100.0 million term loan facility (“Term Loan A”), each of which matures on July 10, 2031. On the closing date, Boats LLC borrowed the full $100.0 million available under Term Loan A and used the

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net proceeds to repay a portion of the amounts outstanding under the prior revolving credit facility. Following the refinancing, $65.0 million remained outstanding under the new revolving credit facility. Subsequent to the closing date and during the three months ended September 30, 2026, Boats LLC borrowed an additional $10.0 million under the revolving credit facility, resulting in $75.0 million outstanding as of September 30, 2026.

Term Loan A requires quarterly principal payments of $1.25 million beginning September 30, 2026, with the remaining outstanding balance due at maturity. As of September 30, 2026, Boats LLC had $98.8 million outstanding under Term Loan A. Boats LLC also had $1.8 million of outstanding letters of credit, resulting in $173.2 million of availability under the revolving credit facility.

The Credit Agreement permits Boats LLC, subject to specified conditions and lender participation, to request increases to the revolving commitments or obtain incremental term loans in an aggregate principal amount equal to $100.0 million plus additional amounts so long as the consolidated leverage ratio, after giving effect to the additional commitments and related transactions, does not exceed 2.50:1.00.

Boats LLC is the borrower under the Credit Agreement, and its obligations are guaranteed by the LLC and certain present and future subsidiaries of Boats LLC, subject to certain exceptions. The obligations are secured by substantially all of the assets of the applicable loan parties. Malibu Boats, Inc. is not a party to the Credit Agreement.

Borrowings under the Credit Agreement bear interest at a rate equal to either, at the Company's option, (i) the highest of the prime rate, the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5%, or one-month Term SOFR (as defined in the Credit Agreement) plus 1% (the “Base Rate”) or (ii) SOFR (as defined in the Credit Agreement), in each case plus an applicable margin ranging from 1.25% to 2.00% with respect to SOFR borrowings and 0.25% to 1.00% with respect to Base Rate borrowings. The applicable margin is based upon the consolidated leverage ratio of the LLC and its subsidiaries. As of September 30, 2026, the weighted average interest rate on the Company’s revolving credit facility was 5.35%. The Company is required to pay a commitment fee for any unused portion of the revolving credit facility which ranges from 0.15% to 0.30% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio.

The Credit Agreement contains certain customary representations and warranties and notice requirements upon the occurrence of specified events, including any event of default or pending or threatened litigation. The Credit Agreement also requires compliance with certain customary financial covenants consisting of a minimum ratio of EBITDA to interest expense and a maximum ratio of total debt to EBITDA. The Credit Agreement contains certain customary restrictive covenants regarding, among other matters, indebtedness, liens, fundamental changes, investments, restricted payments, dispositions of assets, transactions with affiliates, negative pledges, hedging transactions, certain prepayments of indebtedness, accounting changes, governmental regulation, outbound investments and transfers of material intellectual property rights to non-loan parties. For example, the Credit Agreement generally prohibits the LLC, Boats LLC and the other loan parties from paying dividends or making other distributions, including distributions to the Company, subject to specified exceptions. The Credit Agreement permits, among other restricted payments, (i) distributions based on a member’s allocated taxable income, (ii) distributions to fund payments required under the LLC’s tax receivable agreement, (iii) purchases of stock or stock options of the Company from present or former officers, directors or employees of the loan parties, or payments pursuant to stock option or other benefit plans approved by the Company’s board of directors, in an aggregate amount not to exceed $5.0 million in any fiscal year, and (iv) repurchases of the Company’s outstanding stock and LLC Units. In addition, the Credit Agreement permits other dividends and distributions if, after giving effect to such payments on a pro forma basis, the applicable financial covenants are satisfied, the consolidated leverage ratio is not greater than 2.75 to 1.00, liquidity is at least $15.0 million and no specified event of default exists.

Covenant Compliance

As of September 30, 2026, the Company was in compliance with the financial covenants contained in the Credit Agreement.

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12. Leases

The Company leases certain manufacturing facilities, warehouses, office space, land, and equipment. The Company determines if a contract is a lease or contains an embedded lease at the inception of the agreement. Leases with an initial term of 12 months or less are not recorded on the unaudited interim condensed consolidated balance sheets. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. The Company's lease liabilities do not include future lease payments related to options to extend or terminate lease agreements as it is not reasonably certain those options will be exercised. However, certain European production facility leases acquired through our purchase of Saxdor are set to expire within the next 1-2 years and the Company has determined that extension options on those facilities are reasonably certain to be exercised for one extension period of 1-3 years, depending on the facility. Accordingly, the lease liabilities related to those production facilities include future lease payments related to options to extend the current lease agreements.

Other information concerning the Company's operating leases accounted for under ASC Topic 842, Leases is as follows:


Classification		As of September 30, 2026		As of June 30, 2026
Assets
Right-of-use assets	Other assets	$	10,121	$	11,696

Liabilities
Current operating lease liabilities	Accrued expenses	$	4,909	$	4,899
Long-term operating lease liabilities	Other liabilities	5,601		6,852
Total lease liabilities		$	10,510	$	11,751


Classification		Three Months Ended September 30, 2026		Three Months Ended September 30, 2025
Operating lease costs 1	Cost of sales	$	1,181	$	622
	Selling and marketing, and general and administrative	348		184

Sublease income	Other expense (income), net	—		(10)

Cash paid for amounts included in the measurement of operating lease liabilities	Cash flows from operating activities	1,097		673

1 Includes short-term leases, which are insignificant, and are not included in the lease liability.

The lease liability for operating leases that contain variable escalating rental payments with scheduled increases that are based on the lesser of a stated percentage increase or the cumulative increase in an index, is determined using the stated percentage increase.

The weighted-average remaining lease term as of September 30, 2026 and 2025 was 2.34 years and 2.78 years, respectively. As of September 30, 2026 and 2025, the weighted-average discount rate determined based on the Company's incremental borrowing rate is 7.51% and 4.68%, respectively.

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Future annual minimum lease payments for the following fiscal years as of September 30, 2026 are as follows:


Fiscal years ending December 31 1:	Amount
Remainder of 2026 (fiscal year change transition period 1)	$	1,408
2027	5,399
2028	3,196
2029	1,319
2030	234
2031 and thereafter	—
Total	11,556
Less: imputed interest	(1,046)
Present value of lease liabilities	$	10,510

1 Presented on a calendar-year basis to reflect the change in the Company's fiscal year end to December 31. See Part II, Item 5, "Other Information."

13. Tax Receivable Agreement Liability

MBI and the LLC have a Tax Receivable Agreement with the pre-IPO owners of the LLC that provides for the payment by MBI to the pre-IPO owners (or their permitted assignees) of 85% of the amount of the benefits, if any, that MBI is deemed to realize as a result of (i) increases in tax basis and (ii) certain other tax benefits related to MBI entering into the Tax Receivable Agreement, including those attributable to payments under the Tax Receivable Agreement. These contractual payment obligations are obligations of MBI and not of the LLC. MBI's Tax Receivable Agreement liability was determined on an undiscounted basis in accordance with ASC 450, Contingencies, since the contractual payment obligations were deemed to be probable and reasonably estimable.

For purposes of the Tax Receivable Agreement, the benefit deemed realized by MBI is computed by comparing the actual income tax liability of MBI (calculated with certain assumptions) to the amount of such taxes that MBI would have been required to pay had there been no increase to the tax basis of the assets of the LLC as a result of the purchases or exchanges, and had MBI not entered into the Tax Receivable Agreement.

The following table reflects the changes to MBI's tax receivable agreement liability:


	As of September 30, 2026		As of June 30, 2026
Beginning balance	$	38,672	$	40,433
Additions (reductions) to tax receivable agreement:
Exchange of LLC Units for Class A Common Stock	—		26
Adjustment for change in estimated tax rate or benefits	—		(1,029)
Payments under tax receivable agreement	—		(758)
	38,672		38,672
Less: current portion under tax receivable agreement	(113)		(113)
Ending balance	$	38,559	$	38,559

The Tax Receivable Agreement further provides that, upon certain mergers, asset sales or other forms of business combinations or other changes of control, MBI (or its successor) would owe to the pre-IPO owners of the LLC a lump-sum payment equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement that would be based on certain assumptions, including a deemed exchange of LLC Units and that MBI would have sufficient taxable income to fully utilize the deductions arising from the increased tax basis and other tax benefits related to entering into the Tax Receivable Agreement. MBI also is entitled to terminate the Tax Receivable Agreement, which, if terminated, would obligate MBI to make early termination payments to the pre-IPO owners of the LLC. In addition, a pre-IPO owner may elect to unilaterally terminate the Tax Receivable Agreement with respect to such pre-IPO owner, which would obligate the Company to pay to such existing owner certain payments for tax benefits received through the taxable year of the election.

When estimating the expected tax rate to use in order to determine the tax benefit expected to be recognized from MBI’s increased tax basis as a result of exchanges of LLC Units by the pre-IPO owners of the LLC, the Company continuously

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monitors changes in its overall tax posture, including changes resulting from new legislation and changes as a result of new jurisdictions in which the Company is subject to tax.

As of September 30, 2026 and June 30, 2026, the Company recorded deferred tax assets of $119.7 million associated with basis differences in assets upon acquiring an interest in the LLC and pursuant to making an election under Section 754 of the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as amended. The aggregate Tax Receivable Agreement liability represents 85% of the tax benefits that the Company expects to receive in connection with the Section 754 election. In accordance with the Tax Receivable Agreement, the next annual payment is anticipated approximately 75 days after filing the federal return, due by April 15, 2027.

14. Income Taxes

MBI is taxed as a C corporation for U.S. income tax purposes and is therefore subject to both federal and state taxation at a corporate level. The LLC continues to operate in the United States as a partnership for U.S. federal income tax purposes. Maverick Boat Group is separately subject to U.S. federal and state income tax with respect to its net taxable income.

Income taxes are computed in accordance with ASC Topic 740, Income Taxes, and reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. The Company has deferred tax assets and liabilities and maintains valuation allowances where it is more likely than not that all or a portion of deferred tax assets will not be realized. To the extent the Company determines that it will not realize the benefit of some or all of its deferred tax assets, such deferred tax assets will be adjusted through the Company’s provision (benefit) for income taxes in the period in which this determination is made.

As of September 30, 2026 and June 30, 2026, the Company maintained a total valuation allowance of $17.6 million against deferred tax assets related to state net operating losses and future amortization deductions (with respect to the Section 754 election) that are reported in the Tennessee corporate tax return without offsetting income, which is taxable at the LLC. These also include a valuation allowance in the amount of $580,000 related to foreign tax credit carryforward that is not expected to be utilized in the future.

The Company’s consolidated interim effective tax rate is based upon expected annual income from operations, statutory tax rates and tax laws in the various jurisdictions in which the Company operates. Significant or unusual items, including those related to the change in U.S. tax law as well as other adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs.

For the three months ended September 30, 2026 and 2025, the Company's effective tax rate was 26.6% and (77.9)%, respectively. For the three months ended September 30, 2026, the Company's effective tax rate was increased by foreign taxes paid and U.S. state taxes. For the three months ended September 30, 2025, the Company's effective tax rate was reduced by deferred tax impacts of pre-tax losses and U.S. state taxes.

15. Stock-Based Compensation

The Company adopted a Long Term Incentive Plan (the "2014 Incentive Plan") which became effective on January 1, 2014, and reserves for issuance up to 1,700,000 shares of Malibu Boats, Inc. Class A Common Stock for the Company’s employees, consultants, members of its board of directors and other independent contractors at the discretion of the compensation committee. Incentive stock awards authorized under the 2014 Incentive Plan include unrestricted shares of Class A Common Stock, stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent awards and performance awards. As of December 31, 2024, no further shares were to be issued from the 2014 Incentive Plan. The number of any shares subject to stock options, restricted stock and restricted stock unit awards granted under the 2014 Incentive Plan that were outstanding as of October 23, 2024 and that are expired, forfeited, terminated, cancelled or otherwise reacquired after such date without having become vested will transfer to the 2024 Plan (defined below).

On October 23, 2024, at the Company’s annual meeting of stockholders (the “2024 Annual Meeting”) the Company’s stockholders approved the Malibu Boats, Inc. 2024 Performance Incentive Plan (the “2024 Plan”), to replace the 2014 Incentive Plan effective as of the date of stockholder approval. The 2024 Plan provides for an aggregate limit of up to (i) 1,020,000 shares of common stock plus (ii) the number of shares subject to stock options granted under the 2014 Incentive Plan and outstanding as of the date of the 2024 Annual Meeting, which expire, or for any reason are cancelled or terminated, after the date of the 2024 Annual Meeting without being exercised, plus (iii) the number of any shares subject to restricted stock or restricted stock unit awards under the 2014 Incentive Plan that are outstanding and unvested as of the date of the 2024 Annual Meeting which are forfeited, terminated, cancelled, or otherwise reacquired after the date of the 2024 Annual Meeting without having become vested. The Company’s directors, officers and employees, as well as any of the officers or employees of the Company’s

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subsidiaries, certain consultants and advisors are currently eligible to receive equity awards under the 2024 Plan. As of September 30, 2026, 625,992 shares remain available for future issuance under the 2024 Plan.

The following is a summary of the changes in non-vested restricted stock units and restricted stock awards for the three months ended September 30, 2026:


	Number of Restricted Stock Units and Restricted Stock Awards Outstanding	Weighted-Average Grant Date Fair Value
Total Non-vested Restricted Stock Units and Restricted Stock Awards as of June 30, 2026	417,609	$	34.34
Granted	1,472	27.43
Vested	(17,338)	34.66
Forfeited	(29,843)	43.61
Total Non-vested Restricted Stock Units and Restricted Stock Awards as of September 30, 2026	371,900	$	33.55

Stock-based compensation expense attributable to the Company's share-based equity awards was $1.3 million and $1.6 million for the three months ended September 30, 2026 and 2025, respectively. Stock-based compensation expense attributed to share-based equity awards issued under both the 2014 Incentive Plan and 2024 Plan are recognized on a straight-line basis over the terms of the respective awards and is included in general and administrative expense in the Company's unaudited interim condensed consolidated statements of operations and comprehensive income (loss). Awards vesting during the three months ended September 30, 2026 include 1,472 fully vested restricted stock units issued to non-employee directors for their service as directors for the Company.

16. Net Earnings (Loss) Per Share

Basic net income (loss) per share of Class A Common Stock is computed by dividing net income (loss) attributable to the Company's earnings by the weighted-average number of shares of Class A Common Stock outstanding during the period. The weighted-average number of shares of Class A Common Stock outstanding used in computing basic net income (loss) per share includes fully vested restricted stock units awarded to directors that are entitled to participate in distributions to common stockholders through receipt of additional units of equivalent value to the dividends paid to Class A Common Stock holders.

Diluted net income (loss) per share of Class A Common Stock is computed similarly to basic net income (loss) per share except the weighted-average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents using the treasury stock method and contingently issuable shares, if dilutive. The Company's LLC Units and non-qualified stock options are considered common stock equivalents for this purpose. The number of additional shares of Class A Common Stock related to these common stock equivalents and stock options are calculated using the treasury stock method. Contingently issuable shares relate to the contingent consideration from the acquisition of Saxdor, which may be settled in cash, shares of Class A Common Stock, or a combination of both at the Company's sole discretion. For purposes of computing diluted net income (loss) per share, the contingent consideration is presumed to be settled in shares. The contingent consideration is subject to two sets of performance conditions. As of September 30, 2026, the first set of conditions had been met, and achievement of the second set will be determined based on performance for the calendar year ending December 31, 2026. Because the contingency period has not ended, contingently issuable shares are included in the computation of diluted net income (loss) per share based on the number of shares that would be issuable if September 30, 2026 were the end of the contingency period. Refer to Note 4 — Acquisition, for further discussion of the contingent consideration.

Stock awards with a performance condition that are based on the attainment of a specified amount of earnings are only included in the computation of diluted earnings per share to the extent that the performance condition would be achieved based on the current amount of earnings, and only if the effect would be dilutive.

Stock awards with a market condition that are based on the performance of the Malibu Boats, Inc.'s stock price in relation to a market index over a specified time period are only included in the computation of diluted earnings per share to the extent that the shares would be issued based on the current market price of the Malibu Boats, Inc.'s stock in relation to the market index, and only if the effect would be dilutive.

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Basic and diluted net income (loss) per share of Class A Common Stock has been computed as follows (in thousands, except share and per share amounts):


	Three Months Ended September 30,
	2026		2025
Basic:
Net income (loss) attributable to Malibu Boats, Inc.	$	5,998	$	(702)
Shares used in computing basic net income (loss) per share:
Weighted-average Class A Common Stock	19,449,568		19,041,502
Weighted-average participating restricted stock units convertible into Class A Common Stock	294,319		294,488
Basic weighted-average shares outstanding	19,743,887		19,335,990
Basic net income (loss) per share	$	0.30	$	(0.04)

Diluted:
Net income (loss) attributable to Malibu Boats, Inc.	$	5,998	$	(702)


Adjustment due to earnout	(106)		—
Adjusted net income (loss) attributable to Malibu Boats, Inc.	$	5,892	$	(702)
Shares used in computing diluted net income (loss) per share:
Basic weighted-average shares outstanding	19,743,887		19,335,990
Restricted stock units granted to employees	26,116		—
Stock options granted to employees	—		—
Market performance awards granted to employees	—		—
Contingently issuable shares	170,436		—
Diluted weighted-average shares outstanding 1	19,940,439		19,335,990
Diluted net income (loss) per share	$	0.30	$	(0.04)

1 The Company excluded 329,757 and 498,055 potentially dilutive shares from the calculation of diluted net income (loss) per share for the three months ended September 30, 2026 and 2025, respectively.

The shares of Class B Common Stock do not share in the earnings or losses of Malibu Boats, Inc. and are therefore not included in the calculation. Accordingly, basic and diluted net income (loss) per share of Class B Common Stock have not been presented.

17. Commitments and Contingencies

Repurchase Commitments

In connection with its dealers’ wholesale floor plan financing of boats, the Company has entered into repurchase agreements with various lending institutions. The reserve methodology used to record an estimated expense and loss reserve in each accounting period is based upon an analysis of likely repurchases based on current field inventory and likelihood of repurchase. Subsequent to the inception of the repurchase commitment, the Company evaluates the likelihood of repurchase and adjusts the estimated loss reserve accordingly. When a potential loss reserve is recorded, it is presented in accrued liabilities in the accompanying unaudited interim condensed consolidated balance sheets. If the Company were obligated to repurchase a significant number of units under any repurchase agreement, its business, operating results and financial condition could be adversely affected. The total amount financed under the floor plan financing programs with repurchase obligations was $351.6 million and $378.5 million as of September 30, 2026 and June 30, 2026, respectively.

Repurchases and subsequent sales are recorded as a revenue transaction. The net difference between the repurchase price and the resale price is recorded against the loss reserve and presented in cost of sales in the accompanying unaudited interim condensed consolidated statements of operations and comprehensive income (loss). During the three months ended September 30, 2026 and September 30, 2025, there were no repurchases of any such inventory. As of September 30, 2026, the

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Company has not been notified about any probable repossessions. Therefore, the Company did not carry a reserve as of September 30, 2026 consistent with June 30, 2026.

The Company has collateralized receivables financing arrangements with a third-party floor plan financing provider for European dealers. Under terms of these arrangements, the Company transfers the right to collect a trade receivable to the financing provider in exchange for cash but agrees to repurchase the receivable if the dealer defaults. Since the transfer of the receivable to the financing provider does not meet the conditions for a sale under ASC Topic 860, Transfers and Servicing, the Company continues to report the transferred trade receivable in other current assets with an offsetting balance recorded as a secured obligation in accrued expenses in the Company's unaudited interim condensed consolidated balance sheets. As of September 30, 2026 and June 30, 2026, the Company had no financing receivables recorded in other current assets and accrued expenses related to these arrangements.

Contingencies

Product Liability

The Company is engaged in a business that exposes it to claims for product liability and warranty claims in the event the Company’s products actually or allegedly fail to perform as expected or the use of the Company’s products results, or is alleged to result, in property damage, personal injury or death. Although the Company maintains product and general liability insurance of the types and in the amounts that the Company believes are customary for the industry, the Company is not fully insured against all such potential claims. The Company may have the ability to refer claims to its suppliers and their insurers to pay the costs associated with any claims arising from the suppliers’ products. The Company’s insurance covers such claims that are not adequately covered by a supplier’s insurance and provides for excess secondary coverage above the limits provided by the Company’s suppliers.

The Company may experience legal claims in excess of its insurance coverage or claims that are not covered by insurance, either of which could adversely affect its business, financial condition and results of operations. Adverse determination of material product liability and warranty claims made against the Company could have a material adverse effect on its financial condition and harm its reputation. In addition, if any of the Company's products are, or are alleged to be, defective, the Company may be required to participate in a recall of that product if the defect or alleged defect relates to safety. These and other claims that the Company faces could be costly to the Company and require substantial management attention. Refer to Note 10 of our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report for discussion of warranty claims. The Company insures against product liability claims and, except as disclosed below, believes there are no material product liability claims as of September 30, 2026 that will have a material adverse impact on the Company’s results of operations, financial condition or cash flows.

Litigation

Certain conditions may exist which could result in a loss, but which will only be resolved when future events occur. The Company, in consultation with its legal counsel, assesses such contingent liabilities, and such assessments inherently involve an exercise of judgment. If the assessment of a contingency indicates that it is probable that a loss has been incurred, the Company accrues for such contingent loss when it can be reasonably estimated. If the assessment indicates that a potentially material loss contingency is not probable but reasonably estimable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. If the assessment of a contingency deemed to be both probable and reasonably estimable involves a range of possible losses, the amount within the range that appears at the time to be a better estimate than any other amount within the range would be accrued. When no amount within the range is a better estimate than any other amount, the minimum amount in the range is accrued even though the minimum amount in the range is not necessarily the amount of loss that will be ultimately determined. Estimates of potential legal fees and other directly related costs associated with contingencies are not accrued but rather are expensed as incurred. Except as disclosed below, management does not believe there are any pending claims (asserted or unasserted) as of September 30, 2026 that will have a material adverse impact on the Company's financial condition, results of operations or cash flows.

Legal Proceedings

Insurance Litigation

MBI and its indirect subsidiary Boats LLC were defendants in the product liability case Batchelder et al. v. Malibu Boats, LLC, f/k/a Malibu Boats, Inc.; Malibu Boats West, Inc., et. al., Superior Court of Rabun County, Georgia, Civil Action Case No. 2016-CV-0114-C (the “Batchelder I Matter”), brought by, among others, Stephan Paul Batchelder and Margaret Mary Batchelder as Administrators of the Estate of Ryan Paul Batchelder, deceased (“Batchelder I Plaintiffs”). Boats LLC was also a

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defendant in a related product liability case, Stephan Paul Batchelder and Margaret Mary Batchelder, as Natural Guardians of Josh Patrick Batchelder, a minor; Darin Batchelder, individually, and as Natural Guardian of Zach Batchelder, a minor; and Kayla Batchelder (the “Batchelder II Plaintiffs” and, together with the Batchelder I Plaintiffs, the “Batchelder Plaintiffs”) v. Malibu Boats, LLC v. Dennis Michael Ficarra; Superior Court of Rabun County, Civil Action File No. 2022-CV-0034 (the “Batchelder II Matter” and, together with the Batchelder I Matter, the “Batchelder Matters”). On June 30, 2023, MBI and Boats LLC entered into a Confidential General Release and Settlement Agreement (the “Batchelder Settlement Agreement”) with the Batchelder Plaintiffs in settlement of the Batchelder Matters and all matters related to the Batchelder Matters. Pursuant to the Batchelder Settlement Agreement, among other things, Malibu Boats, Inc., or Boats LLC, as the case may be, paid (or caused to be paid) to the Batchelder Plaintiffs and their agents a total of $100.0 million.

MBI and its subsidiaries, including Boats LLC, maintain liability insurance applicable to the Batchelder Matters described above with coverage up to $26.0 million. As of September 30, 2026, the Company had received approximately $21.0 million in insurance coverage proceeds, of which approximately $6.0 million remains subject, in certain cases, to reservations of rights by the insurance carrier. The Company contends that the insurance carriers are responsible for the entirety of the $100.0 million settlement amount and related expenses, and therefore, the insurers’ payments to date are well below what they should have tendered to Boats LLC. Accordingly, on July 3, 2023, Boats LLC filed a complaint against Federal Insurance Company (a Chubb subsidiary) and Starr Indemnity & Liability Company alleging that the insurers unreasonably failed to comply with their obligations by refusing, negligently, and in bad faith, to settle covered claims within their available policy limits prior to trial. On April 8, 2024, the court dismissed Starr, noting that only Chubb had the contractual right and duty to settle the Batchelder matters prior to trial. The Court subsequently granted the Company's motion for partial summary judgment, which precludes Chubb from apportioning liability to Starr. Chubb filed a notice of appeal on September 26, 2024, with respect to the dismissal of Starr and the order granting partial summary judgment against Chubb. On March 12, 2026, the Georgia Court of Appeals denied both aspects of Chubb's appeal. On April 14, 2026, Chubb filed a petition for a writ of certiorari with the Georgia Supreme Court and on September 6, 2026, the Georgia Supreme Court denied Chubb's petition for certiorari. As a result of Starr's dismissal, the approximately $15.0 million in insurance coverage proceeds received from Starr is no longer subject to a reservation of rights. The Company intends to vigorously pursue its claims against the insurance carrier to recover the full $100.0 million settlement amount and expenses (less any monies already tendered without reservation by the carrier). However, the Company cannot predict the outcome of such litigation.

Tommy's Boats and Matthew Borisch

On April 10, 2024, fifteen dealerships operated under common control of Tommy’s Boats (“Tommy’s Boats”) filed a complaint against MBI and its indirect subsidiary Boats LLC in the United States District Court for the Eastern District of Tennessee (Case 3:24-cv-00166). The complaint alleges that MBI and Boats LLC breached obligations under dealership agreements with Tommy’s Boats, quantum meruit, unjust enrichment, promissory estoppel and intentional and negligent misrepresentations relating to the parties’ commercial relationship. Tommy’s Boats sought monetary damages. Boats LLC took possession of 19 new model year 2024 boats according to a repurchase agreement with M&T Bank, the floor plan financing lender to Tommy’s Boats. These boats were subsequently resold during the three months ended September 30, 2024. On July 3, 2024, Mark E. Andrews, Chapter 11 Trustee (the “Trustee”) for Tommy’s Boats voluntarily dismissed without prejudice the claims filed by Tommy's Boats. On August 16, 2024, Matthew Borisch, the principal owner of Tommy’s Boats, filed a complaint against Malibu Boats, Inc., Malibu Boats, LLC, and Jack Springer in the United States District Court for the Eastern District of Tennessee (Case 3:24-cv-00339), alleging similar allegations to those of the dismissed complaint against MBI and Boats LLC filed by Tommy’s Boats. Mr. Borisch amended his complaint on October 29, 2024.

On October 7, 2024, MBI and Boats LLC entered into a Settlement Agreement (the “Settlement Agreement”) with the Trustee. Pursuant to the Settlement Agreement, upon the satisfaction of certain conditions, MBI and Boats LLC agreed to pay the Tommy’s Boats’ estate $3.5 million in cash and MBI and Boats LLC and the Trustee agreed to mutual releases of all outstanding claims between them. The Settlement Agreement was approved by the Bankruptcy Court on November 19, 2024. On May 22, 2025, the Bankruptcy Court determined that most of Mr. Borisch’s claims are property of the Tommy’s Boats bankruptcy estates and required Mr. Borisch to withdraw or dismiss such claims against MBI and Boats, LLC while finding that Mr. Borisch could assert certain potential claims against Malibu Boats, Inc. and Malibu Boats, LLC in his individual capacity. In consideration of the Bankruptcy Court’s ruling, the Trustee agreed to cooperate with us in defense of Mr. Borisch’s claims. As a result of the Bankruptcy Court's determination and the Trustee's agreement to cooperate, on July 21, 2025, Malibu made the $3.5 million settlement payment to the Tommy’s Boats estate to consummate the Settlement Agreement.

On July 11, 2025, Mr. Borisch sought leave to amend his complaint and has asserted that the remaining claims he has brought belong to him in his individual capacity. On September 2, 2025, the Company moved to dismiss Mr. Borisch’s complaint in its entirety. That motion is fully submitted and pending. The Company intends to vigorously defend itself against any claims alleged by Mr. Borisch. The Company is unable to provide any reasonable evaluation of the likelihood that a loss will be incurred or any reasonable estimate of the range of possible loss.

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Securities Class Action Lawsuit

On April 29, 2024, a stockholder, individually and on behalf of all others similarly situated, filed a complaint against MBI and Jack Springer, Bruce Beckman, David Black, and Wayne Wilson as current and former officers of the Company in the United States District Court for the Southern District of New York (Case 1:24-cv-03254). On August 15, 2024, the Court appointed the Retiree Benefit Trust of the City of Baltimore as the Lead Plaintiff in the action. The amended complaint alleges violations of the Securities Exchange Act of 1934, as amended, in connection with allegedly false and misleading statements made by MBI related to the Company's business, operations, and prospects during the period from November 4, 2022 through May 1, 2024 ("Class Period"). The amended complaint alleges, among other things, that the defendants violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 by not disclosing alleged material adverse facts related to the Company’s inventory, demand and relationship with one of its former dealers, Tommy’s Boats, and accordingly, that certain statements made during the Class Period about the Company's business, operations, and prospects were materially misleading. On July 29, 2025, MBI and the individual defendants entered into a Stipulation and Agreement of Settlement with the Lead Plaintiff. The settlement was approved by the Court on February 9, 2026 and, without admitting fault or liability, provided for a settlement payment amount of $7.8 million for the benefit of a settlement class comprised of all purchasers of MBI Securities during the Class Period. The settlement payment was fully funded with proceeds from MBI's directors and officers insurance carriers.

On November 25, 2024, a stockholder, derivatively on behalf of MBI, filed a complaint against Jack Springer, Ritchie Anderson, Bruce Beckman, David Black, and Wayne Wilson as current and former officers of the Company, as well as current and former members of the MBI Board of Directors in the United States District Court for the Southern District of New York (Case 1:24-cv-09018). On December 20, 2024, a second stockholder, derivatively on behalf of MBI, filed a complaint against the same defendants in the United States District Court for the Southern District of New York (Case 1:24-cv-09870). On January 7, 2025, these derivative actions were consolidated and stayed pending certain developments in the securities class action. On April 8, 2025, a third stockholder, derivatively on behalf of MBI, filed a complaint against the same defendants in the United States District Court for the Eastern District of Tennessee (Case 3:25-cv-00142). On May 16, 2025, a fourth stockholder, derivatively on behalf of MBI, filed a complaint against the same defendants, except for Ritchie Anderson, in the United States District Court for the Eastern District of Tennessee (Case 3:25-cv-00223). On November 17, 2025, the third and fourth derivative actions were consolidated, and on November 20, 2025, the consolidated case was stayed pending certain developments in the securities class action. The derivative actions allege violations of the Securities Exchange Act of 1934, as amended, as well as breach of fiduciary duties and unjust enrichment against the individual defendants in connection with the issues raised in the securities class action. On April 1, 2026, MBI and the stockholders reached an agreement in principle to settle all derivative actions. On July 15, 2026, plaintiffs filed a motion for preliminary settlement approval in the consolidated action pending before the United States District Court for the Eastern District of Tennessee (Case 3:25-cv-00142). The settlement contemplates certain corporate governance reforms by MBI and a payment of $850,000 in attorneys' fees from MBI to the stockholders' counsel, and is subject to Court approval. MBI anticipates that the settlement amount will be fully paid with proceeds from MBI's directors and officers insurance carriers.

Delaware Charter Lawsuit

On February 12, 2025, a stockholder (the “Gray Plaintiff”) filed a putative stockholder class action complaint, as subsequently amended on April 1, 2026, in the Court of Chancery of the State of Delaware (the “Chancery Court”) against MBI, under the caption Gray v. Malibu Boats, Inc., C.A. No. 2025-0151-KSJM (the “Gray Action”), challenging a provision of the Company’s Certificate of Incorporation concerning removal of directors from the Company’s Board of Directors (the “Removal Provision”). Without admitting any wrongdoing or that the Gray Plaintiff’s allegations had any merit, MBI represented to the Gray Plaintiff that no director of MBI shall be removed from his or her position pursuant to the Removal Provision. On August 18, 2026, MBI and the Gray Plaintiff filed a stipulation, subject to approval by the Chancery Court, providing for the closure of the case, subject to and upon the Company filing an affidavit with the Chancery Court confirming that notice has been issued and the Gray Plaintiff filing a voluntary dismissal of the Gray Action. On September 3, 2026, MBI filed the aforementioned affidavit and the Chancery Court granted the stipulation providing for closure of the case. On September 8, 2026, the Gray Plaintiff filed a voluntary dismissal of the Gray Action, and on September 10, 2026, the Chancery Court granted the voluntary dismissal, with prejudice only as to the Gray Plaintiff and without prejudice as to any other putative class member. Believing the prompt resolution of the Gray Action to be in the best interest of MBI and its stockholders, MBI, in its business judgment, also paid $75,000 in attorneys’ fees and expenses to the Gray Plaintiff’s counsel (including a $500 service award to the Gray Plaintiff) in full satisfaction of the claim for attorneys’ fees and expenses in the Gray Action.

Customer Class Action Lawsuit

On May 31, 2024, a customer filed a class action complaint against MBI and Boats LLC in the United States District Court for the District of Delaware. (Case 1:24-cv-00648). The complaint, which purports to be filed on behalf of a nationwide class of customers, alleges violation of common law, the Magnuson-Moss Warranty Act, breach of express warranty, breach of implied warranty, and violation of California’s Consumer Legal Remedies Act based on guidance issued to customers of certain older

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model boats related to riding in the bow area of those boats. The Company intends to vigorously defend itself. The Company is unable to provide any reasonable evaluation of the likelihood that a loss will be incurred or any reasonable estimate of the range of possible loss.

Product Liability Lawsuit

On July 17, 2026, Brad Knighton and Britney Knighton, individually, as personal representative of the Estate of O.K., a deceased minor child, and as guardians of O.B.K. and B.E.K., minors, filed a Complaint against Cobalt Boats, LLC, Malibu Boats, LLC, Malibu Boats Holdings, LLC, and Malibu Boats, Inc. in the United States District Court for the District of South Carolina, Florence Division, in admiralty (Case No. 4:26-cv-02936-JD). The Complaint arises from a boating accident that occurred on July 19, 2023 involving a 2006 model year Cobalt 232 bowrider vessel and alleges that the vessel was defective due to inadequate warnings regarding hazards associated with occupancy of the vessel's open bow seating area under certain operating conditions. Plaintiffs assert claims for strict products liability (failure to warn), negligence, breach of implied warranty of merchantability, wrongful death, survival, and negligent infliction of emotional distress, and seek compensatory and punitive damages in an unspecified amount. No defendant has been served with process, and no defendant has filed a responsive pleading. The Company maintains product liability insurance that is applicable to this case. The Company is unable to provide any reasonable evaluation of the likelihood that a loss will be incurred or any reasonable estimate of the range of possible loss.

18. Segment Reporting

We determine our operating segments based on how the Chief Operating Decision Maker (CODM), our Chief Executive Officer, manages the business, allocates resources, makes operating decisions and evaluates operating performance.

Effective March 31, 2026, the Company revised its segment reporting to account for its acquisition of Saxdor. The Company previously had three reportable segments: Malibu, Saltwater Fishing and Cobalt. The Company now has four reportable segments, Malibu, Saltwater Fishing, Cobalt, and Saxdor. The Malibu segment participates in the manufacturing, distribution, marketing and sale of Malibu and Axis performance sports boats throughout the world. The Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group brand boats (Maverick, Cobia, Pathfinder and Hewes). The Cobalt segment participates in the manufacturing, distribution, marketing and sale of Cobalt boats throughout the world. The Saxdor segment participates in the manufacturing, distribution, marketing and sale of Saxdor boats throughout the world. Separate financial information for the four reportable segments is evaluated by the CODM to allocate resources and assess performance. Segment asset and capital expenditure information is not presented because it is not evaluated by the CODM at the segment level.

Intersegment transactions are not considered significant and consist primarily of engines and other materials that are eliminated within the Malibu segment. Certain costs are incurred at the corporate level and are partially allocated to the Company’s segments. These costs generally include shared service functions such as information technology, human resources, digital marketing, finance and accounting and supply chain. Each allocation is measured based on each segment's proportionate budgeted net sales for the current fiscal year, except for digital marketing allocations which are based on each segment's prior year marketing spend. The remaining unallocated corporate costs, as well as costs related to stock-based compensation, interest expense, professional fees and other corporate costs, are reported within Corporate expenses and other as a reconciling item to our consolidated results.

Our segment operating performance measure is Segment adjusted EBITDA. The CODM uses Segment adjusted EBITDA to evaluate segment operating performance, generate future operating plans, and make strategic decisions. Segment adjusted EBITDA excludes interest expense, income taxes, depreciation, amortization, and non-cash, non-recurring or non-operating expenses (as shown in the table below). These charges are excluded from the evaluation of segment performance because it facilitates reportable segment performance comparisons on a period-to-period basis as these costs may vary independently of business performance.

Net sales are attributed to countries based on the location of the dealer. For information about how our reportable segments derive revenue, as well as revenue grouped by offerings and geographical region, refer to Note 2 – Revenue Recognition.

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The following table presents financial information for the Company’s reportable segments for the three months ended September 30, 2026 and 2025.


Three Months Ended September 30, 2026
	Malibu		Saltwater Fishing		Cobalt		Saxdor 4		Total
Net sales	$	71,459	$	68,854	$	61,519	$	51,109	$	252,941
Cost of sales (excluding depreciation)	58,148		57,624		51,548		40,138		207,458
Sales and marketing expense	2,849		2,647		1,121		1,716		8,333
General and administrative expense (excluding depreciation) 1	4,631		4,632		3,473		3,510		16,246
Other segment items 2	—		—		—		1,660		1,660
Segment Adjusted EBITDA	5,831		3,951		5,377		4,085		19,244
Reconciliation of segment adjusted EBITDA to income before income taxes:
Corporate expenses and other 3									(1,992)
Depreciation									8,214
Amortization									4,707


Income before income taxes									$	8,315








Three Months Ended September 30, 2025
	Malibu		Saltwater Fishing		Cobalt				Total
Net sales	$	78,647	$	64,318	$	51,768			$	194,733
Cost of sales (excluding depreciation)	60,492		54,631		44,069				159,192
Sales and marketing expense	2,798		2,281		1,214				6,293
General and administrative expense (excluding depreciation) 1	4,471		4,425		3,441				12,337
Other segment items 2	(10)		—		—				(10)
Segment Adjusted EBITDA	10,896		2,981		3,044				16,921
Reconciliation of segment adjusted EBITDA to loss before income taxes:
Corporate expenses and other 3									7,469
Depreciation									8,138
Amortization									1,713
Loss before income taxes									$	(399)

1 The primary difference between this significant segment expense and “general and administrative expense” within the Company’s Condensed Consolidated Statements of Operations relates to stock-based compensation, professional fees and litigation settlements which all fall under the "corporate expenses and other" category discussed below.

2 Other segment items includes other expense (income) including items such as sublease income and currency translation.

3 Corporate expenses and other represents costs incurred at the corporate level that are not allocated to the operating segments, specifically relating to certain executive compensation including stock-based compensation, corporate professional fees, litigation settlements, acquisition and integration related expenses, interest expense, adjustments to tax receivable agreement, other corporate costs, and unallocated shared service function expenses. The amount is also net of a $15.0 million reduction of general and administrative expense from insurance proceeds received in July 2023 from Starr that are no longer subject to a

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reservation of rights. “Corporate expenses and other” is included in the table above to reconcile the total of Segment adjusted EBITDA to the Company’s consolidated net income (loss) before income taxes.

4 Saxdor was acquired on March 2, 2026. Given the recent nature of the acquisition, the Company has not yet allocated corporate costs to this segment.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the unaudited interim condensed consolidated financial statements and notes thereto included herein.

Malibu Boats, Inc. is a Delaware corporation with its principal offices in Loudon, Tennessee. We use the terms “Malibu,” the “Company,” “we,” “us,” “our” or similar references to refer to Malibu Boats, Inc., its subsidiary, Malibu Boats Holdings, LLC, or the LLC, and its subsidiary Malibu Boats, LLC, or Boats, LLC and its consolidated subsidiaries, including Cobalt Boats, LLC, PB Holdco, LLC, through which we acquired the assets of Pursuit, MBG Holdco, Inc., through which we acquired all of the outstanding stock of Maverick Boat Group, Inc., and Saxdor Yachts Oy ("Saxdor").

Overview

We are a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive, outboard boats, and premium adventure dayboats. Our product portfolio of premium brands is used for a broad range of recreational boating activities including, among others, water sports, such as water skiing, wakeboarding and wake surfing, as well as general recreational boating and fishing. Our passion for consistent innovation, which has led to proprietary technology such as Surf Gate, has allowed us to expand the market for our products by introducing consumers to new and exciting recreational activities. We design products that appeal to an expanding range of recreational boaters and water sports enthusiasts whose passion for boating and water sports is a key aspect of their lifestyle and provide consumers with a better customer-inspired experience. With performance, quality, value and multi-purpose features, our product portfolio has us well positioned to broaden our addressable market and achieve our goal of increasing our market share in the recreational boating industry.

We currently sell our boats under nine brands as shown in the table below, and we report our results of operations under four reportable segments, Malibu, Saltwater Fishing, Cobalt, and Saxdor. We acquired Saxdor in March 2026. Saxdor is a leading European designer and manufacturer of premium adventure dayboats. In connection with our acquisition of Saxdor we revised our segment reporting during the quarter ended March 31, 2026 to report our results of operations under the following four reportable segments.

% of Net Sales

Segment

Brands

Three Months Ended September 30, 2026

Fiscal year ended June 30, 2026

Malibu

28.3%

34.2%

Axis

Saltwater Fishing

Pursuit

27.2%

31.1%

Maverick

Cobia

Pathfinder

Hewes

Cobalt

24.3%

25.5%

Saxdor

20.2%

9.2%

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Our Malibu segment participates in the manufacturing, distribution, marketing and sale throughout the world of Malibu and Axis performance sports boats. Our flagship Malibu boats offer our latest innovations in performance, comfort and convenience, and are designed for consumers seeking a premium performance sport boat experience. As of September 30, 2026, we are among the market leaders in the United States in the performance sport boat category through our Malibu and Axis brands. Our Axis boats appeal to consumers who desire a more affordable performance sport boat product but still demand high performance, functional simplicity and the option to upgrade key features. Retail prices of our Malibu and Axis boats typically range from $80,000 to $300,000.

Our Saltwater Fishing segment participates in the manufacturing, distribution, marketing and sale throughout the world of Pursuit boats and the Maverick Boat Group family of boats (Maverick, Cobia, Pathfinder and Hewes). Our Pursuit boats include center console, dual console and offshore models. Our Maverick Boat Group family of boats are highly complementary to Pursuit, expanding our saltwater outboard offerings with a strong focus in length segments under 30 feet. We are among the market leaders in the fiberglass outboard fishing boat category with the brands in our Saltwater Fishing segment. Retail prices for our Saltwater Fishing boats typically range from $45,000 to $1,400,000.

Our Cobalt segment participates in the manufacturing, distribution, marketing and sale throughout the world of Cobalt boats. Our Cobalt boats consist of mid to large-sized luxury cruisers and bowriders that we believe offer the ultimate experience in comfort, performance and quality. As of September 30, 2026, we are among the market leaders in the United States in the 20’ - 40’ segment of the sterndrive boat category through our Cobalt brand. Retail prices for our Cobalt boats typically range from $75,000 to $625,000.

Our Saxdor segment participates in the manufacturing, distribution, marketing and sale throughout the world of Saxdor boats. Our Saxdor boats expand our product offerings into the premium adventure dayboat market, including boats with lengths over 40 feet. Through our acquisition of Saxdor, we have expanded our international footprint to 68 countries. Retail prices for our Saxdor boats typically range from $120,000 to $865,000.

We sell our boats through a dealer network that we believe is among the strongest in the recreational powerboat industry. As of June 30, 2026, our distribution channel consisted of over 345 dealer locations globally. Our dealer base is an important part of our consumers’ experience, our marketing efforts and our brands. We devote significant time and resources to find, develop and improve the performance of our dealers and believe our dealer network gives us a distinct competitive advantage. We had one dealer that represented more than 10% of our consolidated net sales in fiscal year ended June 30, 2026 and the three months ended September 30, 2026, OneWater Marine, Inc.

On a consolidated basis, we achieved net sales, gross profit, net income (loss) and adjusted EBITDA of $252.9 million, $37.8 million, $6.1 million and $14.3 million, respectively, for the three months ended September 30, 2026 compared to $194.7 million, $27.9 million, $(0.7) million and $11.8 million, respectively, for the three months ended September 30, 2025. For the three months ended September 30, 2026, net sales increased 29.9%, gross profit increased 35.5%, net income increased 960.0% and adjusted EBITDA increased 21.7% as compared to the three months ended September 30, 2025. For the definition of adjusted EBITDA and a reconciliation to net income (loss), see “GAAP Reconciliation of Non-GAAP Financial Measures.”

Outlook

The recreational power boat industry continues to be challenged by macro-economic factors, including inflation and increasing interest rates, that have increased the cost of production and taken many interest rate sensitive buyers out of the market. In the past year, additional tariffs have also been introduced, or proposed, as discussed below, and we are monitoring the impact they may have on cost of production, pricing and demand. Simultaneously, less price sensitive buyers have continued purchasing larger, more feature-rich boats with higher average selling prices.

We have maintained a disciplined approach to wholesale shipments, and we continue to expect a modest further reduction in dealer inventories during the three months ending December 31, 2026 and into 2027. We expect retail demand to remain soft during the three months ending December 31, 2026 and into 2027 amid continued macroeconomic uncertainty, and we expect promotional activity and dealer incentive costs, including floor plan interest support, to remain elevated relative to historical levels.

We aim to increase our market share across the boating categories in which we compete through new product development, improved distribution, new models, and innovative features. We believe our strong brands, new product pipeline, strong dealer network and ability to increase production will allow us to maintain, and potentially expand, our leading market positions. We continue to integrate Saxdor, our newest acquisition, into the business, and expected synergies have the potential to be realized over the coming years. We believe enhancing manufacturing capabilities combined with diligent management of dealer networks will position Saxdor for continued growth.

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Our financial results and operations have been, and will continue to be, impacted by events outside of our control. These include trade policies and tariffs, inflationary pressures, interest rates, fuel prices, material shortages, weather events, foreign currency fluctuations, geopolitical developments and global economic uncertainty. The current international trade and regulatory environment remain subject to significant ongoing uncertainty. Beginning in calendar year 2025, the U.S. presidential administration has imposed substantial new tariffs affecting a wide range of products and jurisdictions. The legal authorities, rates and scope of these tariffs have continued to change during calendar year 2026. In response, some countries have implemented, and other countries may implement, countermeasures to U.S. tariffs. We estimate that 18-20% of our cost of sales for our brands located in the U.S. are sourced from outside the United States. In addition, we manufacture Saxdor boats in Finland and Poland, and a portion of those boats are imported into the United States and are subject to applicable U.S. tariffs on European-origin goods. As a result, we have the potential to be materially impacted by tariffs in future periods. We are continuing to monitor the potential long-term impact of tariffs and are taking a proactive approach to mitigating material supply chain risks. Assuming current tariff rates, we continue to expect to incur material costs through the three months ending December 31, 2026 and into 2027 from new tariff exposure of approximately 1.5% to 3% of cost of sales, including Saxdor boats shipped to the U.S. We expect to largely offset these added costs through recent price increases.

For the three months ending December 31, 2026 and into 2027, we expect to continue to experience reduced retail consumer demand for our products and a competitive promotional environment. However, we will maintain our disciplined approach to dealer health and leverage our strong balance sheet and cash generation to continue investing in the business.

In July 2026, we entered into an amended and restated credit agreement providing a $250 million revolving credit facility and a $100 million term loan maturing in 2031, which, together with our $70 million share repurchase capacity through June 30, 2027, provides flexibility to continue investing in growth while returning capital to shareholders.

Factors Affecting Our Results of Operations

We believe that our results of operations and our growth prospects are affected by a number of factors, such as the economic environment and consumer demand for our products, our ability to develop new products and innovate, our product mix, our ability to manage manufacturing costs, sales cycles and inventory levels, the strength of our dealer network, our ability to offer dealer financing and incentives and our vertical integration efforts and our ability to successfully integrate the operations of Saxdor. We discuss each of these factors in more detail under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Factors Affecting Our Results of Operations” in our Form 10-K for the year ended June 30, 2026. While we do not have control of all factors affecting our results from operations, we work diligently to influence and manage those factors which we can impact to enhance our results of operations.

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Components of Results of Operations

Net Sales

We generate revenue from the sale of boats to our dealers. The substantial majority of our net sales are derived from the sale of boats, including optional features included at the time of the initial wholesale purchase of the boat. Net sales consists of the following:

•Gross sales from:

•Boat and trailer sales—consists of sales of boats and trailers to our dealer network. Nearly all of our boat sales include optional feature upgrades purchased by the consumer, which increase the average selling price of our boats; and

•Parts and other sales—consists of sales of replacement and aftermarket boat parts and accessories to our dealer network; and consists of royalty income earned from license agreements with various boat manufacturers, including Nautique, Chaparral, MasterCraft, and Tige related to the use of our intellectual property.

•Net sales are net of:

•Sales returns—consists primarily of contractual repurchases of boats either repossessed by the floor plan financing provider from the dealer or returned by the dealer under our warranty program; and

•Discounts, rebates and free flooring—consists of discounts, rebates and free flooring, we provide to our dealers based on sales of eligible products. For our Malibu, Cobalt and Saltwater Fishing segments, if a domestic dealer meets its quarterly commitment volume, as well as other terms of the dealer performance program, the dealer is entitled to a specified discount off invoice for eligible wholesale volume purchased during the period. For our Saxdor segment, discounts are provided to all dealers under a profitability-based model. If a dealer, for any of our brands, meets its quarterly, semi-annual, or annual retail volume goals, the dealer is entitled to a specific rebate applied to their wholesale volume purchased. For Malibu, Cobalt and select Saltwater Fishing models, our dealers that take delivery of current model year boats may also be entitled to have us pay the interest to floor the boat for a period of time, which incentive we refer to as "free flooring." From time to time, we may extend the flooring program to eligible models beyond the off season period.

Cost of Sales

Our cost of sales includes all of the costs to manufacture our products, including raw materials, components, supplies, direct labor and factory overhead. For components and accessories manufactured by third-party vendors, such costs represent the amounts invoiced by the vendors. Shipping costs and depreciation expense related to manufacturing equipment and facilities are also included in cost of sales. Warranty costs associated with the repair or replacement of our boats under warranty are also included in cost of sales.

Operating Expenses

Our operating expenses include selling and marketing, general and administrative costs, amortization costs and impairment costs. Each of these items includes personnel and related expenses, supplies, non-manufacturing overhead, third-party professional fees and various other operating expenses. Further, selling and marketing expenditures include the cost of advertising and various promotional sales incentive programs. General and administrative expenses include, among other things, salaries, benefits and other personnel related expenses for employees engaged in product development, engineering, finance, information technology, human resources and executive management. Other costs include outside legal and accounting fees, investor relations, risk management (insurance) and other administrative costs. General and administrative expenses also include product development expenses associated with our vertical integration initiative and acquisition or integration related expenses. Amortization expenses are associated with the amortization of intangibles.

Other Expense (Income), Net

Other expense (income), net, consists of interest expense and other income or expense, net. Interest expense consists of interest charged under our outstanding debt and amortization of deferred financing costs on our credit facilities. Other income

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or expense can include adjustments to our tax receivable agreement liability and changes to the fair value of the contingent earnout liability as well as foreign currency gain/loss on the contingent earnout liability.

Income Taxes

Malibu Boats, Inc. is subject to U.S. federal and state income tax in multiple jurisdictions with respect to our allocable share of any net taxable income of the LLC. The LLC is a pass-through entity for federal purposes but incurs income tax in certain state jurisdictions. Maverick Boat Group is separately subject to U.S. federal and state income tax with respect to its net taxable income. Saxdor files income tax returns in Finland and Poland.

Net Income (Loss) Attributable to Non-controlling Interest

As of September 30, 2026 and 2025, we had a 98.6% controlling economic interest and 100% voting interest in the LLC and, therefore, we consolidate the LLC's operating results for financial statement purposes. Net income (loss) attributable to non-controlling interest represents the portion of net income (loss) attributable to the non-controlling LLC members.

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Results of Operations

The table below sets forth our unaudited interim consolidated results of operations, expressed in thousands (except unit volume and net sales per unit) and as a percentage of net sales, for the periods presented. Our unaudited interim consolidated financial results for these periods are not necessarily indicative of the consolidated financial results that we will achieve in future periods. Certain totals for the table below will not sum to exactly 100% due to rounding.


	Three Months Ended September 30,
	2026				2025
	$		% Revenue		$		% Revenue
Net sales	252,941		100.0	%	194,733		100.0	%
Cost of sales	215,105		85.0	%	166,802		85.7	%
Gross profit	37,836		15.0	%	27,931		14.3	%
Operating expenses:
Selling and marketing	8,333		3.3	%	6,293		3.2	%
General and administrative	11,646		4.6	%	20,767		10.7	%

Amortization	4,707		1.9	%	1,713		0.9	%
Operating income (loss)	13,150		5.2	%	(842)		(0.4)	%
Other expense (income), net:
Other expense (income), net	2,748		1.1	%	(866)		(0.4)	%
Interest expense	2,087		0.8	%	423		0.2	%
Other expense (income), net	4,835		1.9	%	(443)		(0.2)	%
Income (loss) before provision for income taxes	8,315		3.3	%	(399)		(0.2)	%
Provision for income taxes	2,209		0.9	%	311		0.2	%
Net income (loss)	6,106		2.4	%	(710)		(0.4)	%
Net income (loss) attributable to non-controlling interest	108		—	%	(8)		—	%
Net income (loss) attributable to Malibu Boats, Inc.	5,998		2.4	%	(702)		(0.4)	%

	Three Months Ended September 30,
	2026				2025
	Unit Volumes		% Total		Unit Volumes		% Total
Volume by Segment
Malibu	505		38.9	%	538		47.7	%
Saltwater Fishing	310		23.8	%	288		25.5	%
Cobalt	345		26.6	%	303		26.8	%
Saxdor	139		10.7	%	—		—	%
Total units	1,299		100.0	%	1,129		100.0	%

Net sales per unit	$	194,720			$	172,483

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Comparison of the Three Months Ended September 30, 2026 to the Three Months Ended September 30, 2025

Net Sales

Net sales for the three months ended September 30, 2026 increased $58.2 million, or 29.9%, to $252.9 million as compared to the three months ended September 30, 2025. The increase in net sales was driven primarily by $51.1 million of revenue from the new Saxdor segment due to the recent acquisition, increased unit volumes in the Cobalt and Saltwater Fishing segments, a favorable model mix in our Cobalt segment, a favorable segment mix and year-over-year price increases, partially offset by decreased unit volumes in the Malibu segment and increased dealer incentive costs in the Malibu and Saltwater Fishing segments. Unit volume for the three months ended September 30, 2026, increased 170 units, or 15.1%, to 1,299 units as compared to the three months ended September 30, 2025. Our unit volume increased due to an additional 139 units contributed by Saxdor and higher wholesale shipments across the Cobalt and Saltwater Fishing segments compared to the prior period as explained above, partially offset by lower wholesale shipments in the Malibu segment.

Net sales attributable to our Malibu segment decreased $7.2 million, or 9.1%, to $71.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Unit volumes attributable to our Malibu segment decreased 33 units for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to lower wholesale shipments driven by lower retail activity during the period. The decrease in net sales was driven by a decrease in units and increased dealer incentive costs, partially offset by year-over-year price increases.

Net sales attributable to our Saltwater Fishing segment increased $4.5 million, or 7.1%, to $68.9 million, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Unit volumes attributable to our Saltwater Fishing segment increased 22 units for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to lower wholesale shipments during the three months ended September 30, 2025, as a result of elevated dealer inventory levels. The increase in net sales was driven by an increase in units and year-over-year price increases, partially offset by increased dealer incentive costs.

Net sales attributable to our Cobalt segment increased $9.8 million, or 18.8%, to $61.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Unit volumes attributable to Cobalt increased 42 units for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to lower wholesale shipments during the three months ended September 30, 2025, as a result of elevated dealer inventory levels. The increase in net sales was driven primarily by an increase in units, a favorable model mix and year-over-year price increases.

Net sales and unit volume attributable to our Saxdor segment were $51.1 million and 139 units, respectively, for the three months ended September 30, 2026.

Overall consolidated net sales per unit increased 12.9% to $194,720 per unit for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in overall consolidated net sales per unit was driven primarily by an incremental increase related to our new Saxdor segment, a favorable segment mix and year-over-year price increases. Net sales per unit for our Malibu segment decreased 3.2% to $141,503 per unit for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven by increased dealer incentive costs per unit, partially offset by year-over-year price increases. Net sales per unit for our Saltwater Fishing segment decreased 0.5% to $222,110 per unit for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven by increased dealer incentive costs per unit, partially offset by year-over-year price increases. Net sales per unit for our Cobalt segment increased 4.4% to $178,316 per unit for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, driven by a favorable model mix and year-over-year price increases. Net sales per unit for our Saxdor segment were $367,691 per unit.

Cost of Sales

Cost of sales for the three months ended September 30, 2026 increased $48.3 million, or 29.0%, to $215.1 million as compared to the three months ended September 30, 2025. The increase in cost of sales was primarily driven by a 15.1% increase in unit volumes, including the additional units from the Saxdor segment due to the recent acquisition.

Gross profit for the three months ended September 30, 2026 increased $9.9 million, or 35.5%, to $37.8 million compared to the three months ended September 30, 2025. The increase in gross profit was driven primarily by increased net sales, partially offset by increased cost of sales for the reasons noted above. Gross margin for the three months ended September 30, 2026 increased 70 basis points from 14.3% to 15.0% driven primarily by the gross margin of newly acquired Saxdor.

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Operating Expenses

Selling and marketing expenses for the three months ended September 30, 2026 increased $2.0 million, or 32.4%, to $8.3 million compared to the three months ended September 30, 2025. The increase was driven primarily by higher personnel-related expenses and an incremental increase due to the new Saxdor segment. As a percentage of sales, selling and marketing expenses increased 10 basis points to 3.3% for the three months ended September 30, 2026 compared to 3.2% for the three months ended September 30, 2025. General and administrative expenses for the three months ended September 30, 2026 decreased $9.1 million, or 43.9%, to $11.6 million as compared to the three months ended September 30, 2025, driven primarily by a $15.0 million reduction resulting from the derecognition of a liability related to insurance proceeds previously received from Starr Indemnity & Liability Company that are no longer subject to a reservation of rights, as well as decreases in incentive pay, partially offset by acquisition related expenses incurred due to the Saxdor acquisition and an incremental increase due to the new Saxdor segment. As a percentage of sales, general and administrative expenses decreased 610 basis points to 4.6% for the three months ended September 30, 2026 compared to 10.7% for the three months ended September 30, 2025. Amortization expense increased $3.0 million to $4.7 million for the three months ended September 30, 2026 due to the additional intangibles acquired from the Saxdor acquisition.

Other Expense (Income), Net

Other expense (income), net, increased $5.3 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, due to increased interest expense of $1.7 million from borrowings related to the Saxdor acquisition, as well as an increase in the fair value of the contingent earnout liability.

Provision for income taxes

Our provision for income taxes for the three months ended September 30, 2026, increased $1.9 million, or 610.3%, to $2.2 million compared to the three months ended September 30, 2025. The increase primarily resulted from increased pre-tax income. For the three months ended September 30, 2026 and 2025, our effective tax rate was 26.6% and (77.9)%, respectively. For the three months ended September 30, 2026, our effective tax rate was increased by foreign taxes paid and U.S. state taxes. For the three months ended September 30, 2025, our effective tax rate was reduced by deferred tax impacts of pre-tax losses and U.S. state taxes.

Non-controlling Interest

Non-controlling interest represents the ownership interests of the members of the LLC other than us and the amount recorded as non-controlling interest in our unaudited interim condensed consolidated statements of operations and comprehensive income (loss) is computed by multiplying pre-tax income (loss) for the applicable period by the percentage ownership in the LLC not directly attributable to us. For the three months ended September 30, 2026 and 2025, the weighted-average non-controlling interest attributable to ownership interests in the LLC not directly attributable to us was 1.4%.

GAAP Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures that are used by management as well as by investors, commercial bankers, industry analysts and other users of our financial statements.

We define adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation, amortization, and non-cash, non-operating expenses or other expenses that we do not believe are indicative of our ongoing expenses, including acquisition and integration related expenses, adjustment to earnout liability, certain professional fees, non-cash compensation expense and adjustments to our tax receivable agreement liability. We define adjusted EBITDA margin as adjusted EBITDA divided by net sales. Adjusted EBITDA and adjusted EBITDA margin are not measures of net income (loss) as determined by GAAP. Management believes adjusted EBITDA and adjusted EBITDA margin allow investors to evaluate the Company’s operating performance and compare our results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of our core operating performance. Management uses adjusted EBITDA to assist in highlighting trends in our operating results without regard to our financing methods, capital structure and non-recurring or non-operating expenses.

We exclude the items listed above from net income (loss) in arriving at adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, the methods by which assets were acquired and other factors. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP or as an indicator of our liquidity. Certain items excluded from adjusted EBITDA are significant

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components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historical costs of depreciable assets. Our presentation of adjusted EBITDA and adjusted EBITDA margin should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of adjusted EBITDA and adjusted EBITDA margin may not be comparable to other similarly titled measures of other companies.

The following table sets forth a reconciliation of net income (loss) as determined in accordance with GAAP to adjusted EBITDA and presentation of net income (loss) margin and adjusted EBITDA margin for the periods indicated (dollars in thousands):


	Three Months Ended September 30,
	2026			2025
Net income (loss)	$	6,106		$	(710)
Provision for income taxes	2,209			311
Interest expense	2,087			423
Depreciation	8,214			8,138
Amortization	4,707			1,713




Acquisition and integration related expenses 1	2,836			—
Adjustment to earnout liability 2	1,088			—
Professional fees 3	(14,242)			1,178


Stock-based compensation expense 4	1,340			1,587
Adjustments to tax receivable agreement liability 5	—			(856)
Adjusted EBITDA	$	14,345		$	11,784
Net Sales	$	252,941		$	194,733
Net Income (Loss) Margin 6	2.4		%	(0.4)		%
Adjusted EBITDA Margin 6	5.7		%	6.1		%




(1)			Represents legal and advisory fees as well as integration costs incurred in connection with our acquisition of Saxdor on March 2, 2026.
(2)			Represents the change in the contingent consideration (earnout) liability recognized in connection with the acquisition of Saxdor on March 2, 2026. See Note 4 — Acquisition for additional information.
(3)			For the three months ended September 30, 2026 and 2025, represents legal and advisory fees, netted with insurance payments, related to ongoing litigation with our insurance carriers related to the Batchelder matters and ongoing litigation with Tommy's Boats and Matthew Borisch. For the three months ended September 30, 2026, the amount is also net of a $15.0 million reduction of general and administrative expense from insurance proceeds received in July 2023 from Starr that are no longer subject to a reservation of rights. See Note 9 — Accrued Expenses for additional information.
(4)			Represents equity-based incentives awarded to employees under our long-term incentive plans.
(5)			For the three months ended September 30, 2025, we recognized other income from an adjustment in our tax receivable agreement liability mainly due to decreased blended federal and state tax rates used as a result of tax reform changes in H.R. 1, commonly referred to as the One Big Beautiful Bill Act, and in turn, a decrease in the future benefit we expect to pay under our tax receivable agreement with pre-IPO owners.
(6)			We calculate net income (loss) margin as net income (loss) divided by net sales, and we define adjusted EBITDA margin as adjusted EBITDA divided by net sales.

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Adjusted Net Income Per Share

Adjusted net income per share is a non-GAAP financial measure that is used and disclosed by management in order to give management and its investors and analysts a more accurate picture of our underlying earnings performance. Adjusted net income per share excludes items that management does not believe are indicative of our core operating performance.

We define adjusted net income per share as net income (loss) attributable to Malibu Boats, Inc. per share, excluding provision for income taxes, and non-cash, non-operating expenses, or other expenses that we do not believe are indicative of our ongoing expenses, including acquisition related amortization, acquisition and integration related expenses, adjustment to earnout liability, certain professional fees and non-cash compensation expense, and reflecting an adjustment for income tax expense on adjusted income before income taxes at our estimated effective income tax rate.

We exclude the items listed above from net income (loss) per share in arriving at adjusted net income per share because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, the methods by which assets were acquired and other factors. Adjusted net income per share has limitations as an analytical tool and should not be considered as an alternative to, or more meaningful than, net income (loss) per share as determined in accordance with GAAP or as an indicator of our liquidity. Certain items excluded are significant components in understanding and assessing a company’s financial performance. Our presentation of adjusted net income per share should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computation of this measure may not be comparable to other similarly titled measures of other companies.

The following table sets forth a reconciliation of net income (loss) per share attributable to Malibu Boats, Inc. as determined in accordance with GAAP to adjusted net income per share for the periods indicated (dollars in thousands):


	Three Months Ended September 30,
	2026		2025
Net income (loss) attributable to Malibu Boats, Inc.	$	5,998	$	(702)
Provision for income taxes	2,209		311
Acquisition related amortization 1	4,667		1,677

Acquisition and integration related expenses 2	2,836		—
Adjustment to earnout liability 3	1,088		—
Professional fees 4	(14,242)		1,178

Stock-based compensation expense 5	1,340		1,587
Adjusted income before income taxes	3,896		4,051
Income tax expense on adjusted income before income taxes 6	884		992
Adjusted net income	$	3,012	$	3,059

Basic weighted-average shares outstanding	19,743,887		19,335,990

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	Three Months Ended September 30,
	2026		2025
Net income (loss) attributable to Malibu Boats, Inc.	$	0.30	$	(0.04)
Provision for income taxes	0.11		0.02
Acquisition related amortization 1	0.23		0.08

Acquisition and integration related expenses 2	0.14		—
Adjustment to earnout liability 3	0.06		—
Professional fees 4	(0.72)		0.06
Stock-based compensation expense 5	0.07		0.08
Adjusted income before income taxes	0.19		0.20
Income tax expense on adjusted income before income taxes 6	(0.04)		(0.05)
Adjusted net income per share	$	0.15	$	0.15



(1)			Represents amortization of intangibles acquired in connection with the acquisitions of Maverick Boat Group, Pursuit, Cobalt, and Saxdor.

(2)			Represents legal and advisory fees as well as integration costs incurred in connection with our acquisition of Saxdor on March 2, 2026.
(3)			Represents the change in the contingent consideration (earnout) liability recognized in connection with the acquisition of Saxdor on March 2, 2026. See Note 4 — Acquisition for additional information.
(4)			For the three months ended September 30, 2026 and 2025, represents legal and advisory fees, netted with insurance payments, related to ongoing litigation with our insurance carriers related to the Batchelder matters and ongoing litigation with Tommy's Boats and Matthew Borisch. For the three months ended September 30, 2026, the amount is also net of a $15.0 million reduction of general and administrative expense from insurance proceeds received in July 2023 from Starr that are no longer subject to a reservation of rights. See Note 9 — Accrued Expenses for additional information.
(5)			Represents equity-based incentives awarded to employees under our long-term incentive plans.
(6)			Reflects income tax expense at an estimated normalized annual effective income tax rate of 22.7% and 24.5% of income before taxes for the three months ended September 30, 2026 and 2025, respectively. The estimated normalized annual effective income tax rate is based on the federal statutory rate plus a blended state rate adjusted for the research and development tax credit, the foreign derived deduction eligible income deduction, and foreign income taxes attributable to our international subsidiaries.

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Liquidity and Capital Resources

Overview and Primary Sources of Cash

Our primary uses of cash have been for funding working capital and capital investments, repayments under our debt arrangements, acquisitions, cash distributions to members of the LLC, cash payments under our tax receivable agreement and stock repurchases under our stock repurchase program. For both the short term and the long term, our sources of cash to meet these needs have primarily been operating cash flows, borrowings under our short and long-term debt facilities from banks and financial institutions. We believe that our cash on hand, cash generated by operating activities and funds available under our debt facilities will be sufficient to finance our operating activities for at least the next twelve months and beyond.

Material Cash Requirements

Our typical uses of cash are for capital expenditures, debt service obligations, payments under our tax receivable agreement, our lease obligations, and return of capital to our stockholders, which has typically been accomplished through our stock repurchase programs. Our acquisition of Saxdor also provides for up to €71.3 million or $84.2 million in potential earnout payments (the “earnout consideration”) to the sellers during the calendar years 2027, 2028 and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the "earnout period"), subject to the achievement of certain specified post-closing operating and financial targets. The earnout consideration may be paid in the form of cash, Common Stock or a combination thereof. The form of earnout consideration to be paid is at our sole discretion.

Capital Expenditures.

During the fiscal year ended June 30, 2026, we incurred approximately $24.7 million in capital expenditures primarily for investments in new models, capacity enhancements and vertical integration initiatives. For the three months ended September 30, 2026, we incurred approximately $8.4 million in capital expenditures primarily for investments in new models, capacity enhancements and vertical integration initiatives.

Principal and Interest Payments.

Our Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) provides for a $250.0 million revolving credit facility and a $100.0 million term loan facility (“Term Loan A”), each of which matures on July 10, 2031. Boats LLC borrowed the full $100.0 million available under the term loan facility at closing and used the net proceeds to repay a portion of the amounts outstanding under its prior revolving credit facility. The term loan requires quarterly principal payments of $1.25 million, with the remaining balance due at maturity. As of September 30, 2026, we had $98.8 million outstanding under Term Loan A. We also had $1.8 million of outstanding letters of credit, resulting in $173.2 million of availability under the revolving credit facility. Assuming no additional repayments or borrowings on our revolving credit facility after September 30, 2026, our interest payments would be approximately $9.3 million within the next 12 months based on the weighted average interest rate at September 30, 2026 of 5.35%. See below under “Term Loan A and Revolving Credit Facility” for additional information regarding our term loan and revolving credit facilities, including the interest rates applicable to borrowings under such facilities.

Tax Receivable Agreement.

We entered into a tax receivable agreement with our pre-IPO owners at the time of our initial public offering. Under the tax receivable agreement, we pay the pre-IPO owners (or any permitted assignees) 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize, or in some circumstances are deemed to realize, as a result of an expected increase in our share of tax basis in LLC’s tangible and intangible assets, including increases attributable to payments made under the tax receivable agreement. These obligations will not be paid if we do not realize cash tax savings. We estimate that approximately $0.1 million will be due under the tax receivable agreement within the next 12 months. In accordance with the Tax Receivable Agreement, the next annual payment is anticipated approximately 75 days after filing the federal return, due by April 15, 2027.

Operating Lease Obligations.

Lease commitments consist principally of leases for our manufacturing facilities. Our expected operating lease payments due within the next 12 months are $5.5 million and our total committed lease payments are $11.6 million as of September 30, 2026. Additional information regarding our operating leases is available in Note 12 of our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.

Purchase Obligations.

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In the ordinary course of business, we enter into purchase orders from a variety of suppliers, primarily for raw materials, in order to manage our various operating needs. The orders are expected to be purchased throughout the three months ending December 31, 2026. We or the vendor can generally terminate the purchase orders at any time. These purchase orders do not contain any termination payments or other penalties if cancelled. As of September 30, 2026, we had purchase orders in the amount of $113.6 million due within the next 12 months.

Return of Capital/Stock Repurchase Program.

In June 2026, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $70.0 million of our Class A Common Stock (the "2027 Repurchase Program") for the period from July 1, 2026 to June 30, 2027. We may purchase shares under the 2027 Repurchase Program from time to time in privately negotiated transactions or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended at the discretion of management, subject to strategic considerations, market conditions, and other factors. During the three months ended September 30, 2026, we did not have any stock repurchases.

Insurance Litigation related to Batchelder matters

During the fiscal year ended June 30, 2024, we had a one-time payment of $100.0 million with respect to a settlement agreement entered in connection with the settlement of all Batchelder-related product liability matters. We maintain liability insurance applicable to the Batchelder-related matters with coverage up to $26.0 million. As of September 30, 2025, we had received approximately $21.0 million in insurance coverage proceeds, subject, in certain cases, to reservations of rights by the insurance carriers. As of September 30, 2026, $6.0 million remains subject, in certain cases, to reservations of rights by the insurance carrier. We contend that the insurance carriers are responsible for the entirety of the $100.0 million settlement amount and related expenses, and therefore the insurers’ payments to date are well below what they should have tendered to Boats LLC. Accordingly, on July 3, 2023, Boats LLC filed a complaint against Federal Insurance Company and Starr Indemnity & Liability Company alleging that the insurers unreasonably failed to comply with their obligations by refusing, negligently and in bad faith, to settle covered claims within their available policy limits prior to trial. On April 8, 2024, the Court dismissed Starr, noting that only Chubb had the contractual right and duty to settle the Batchelder matters prior to trial. The Court subsequently granted the Company's motion for partial summary judgment, which precludes Chubb from apportioning liability to Starr. Chubb filed a notice of appeal on September 26, 2024, with respect to the dismissal of Starr and the order granting partial summary judgment against Chubb. On March 12, 2026, the Georgia Court of Appeals denied both aspects of Chubb's appeal. On April 14, 2026, Chubb filed a petition for a writ of certiorari with the Georgia Supreme Court and on September 6, 2026, the Georgia Supreme Court denied Chubb's petition for certiorari. As a result of Starr's dismissal, the approximately $15.0 million in insurance coverage proceeds received from Starr is no longer subject to a reservation of rights. We intend to vigorously pursue our claims against the insurance carrier to recover the full $100.0 million settlement amount and expenses (less any monies already tendered without reservation by the carrier). However, the Company cannot predict the outcome of such litigation.

Potential Earnout Payments for Saxdor Acquisition

Under the Purchase Agreement for the Saxdor acquisition, the Sellers can receive a maximum of €71.3 million or $84.2 million in potential earnout consideration to be paid out in calendar year 2027, 2028, and 2029 based on the results of the remainder of calendar year 2026 and the subsequent two calendar years (the “earnout period”), respectively, if certain requirements are met. The current fair value of potential earnout consideration is €27.3 million, or approximately $31.0 million. In the fiscal year ended June 30, 2026, an additional $1.7 million related to post-closing adjustments was recorded as an offset to the contingent earnout liability as the Company intends, and has the legal right, to withhold such amount from future earnout payments. As such, the balance of the contingent earnout liability as of September 30, 2026 was $29.3 million. The earnout consideration may be paid in the form of cash, common stock or a combination thereof, as calculated and determined in accordance with the Purchase Agreement. The form of earnout consideration to be paid is at our sole discretion. The Purchase Agreement also includes certain operating covenants, restrictions, and acceleration provisions applicable during the earnout period. See Note 4 - Acquisition for further details on changes from the initial measurement at the date of acquisition.

Our future capital requirements beyond the next 12 months will depend on many factors, including the general economic environment in which we operate and our ability to generate cash flow from operations, which are more uncertain as a result of inflation, changing interest rates and volatile fuel prices. Our liquidity needs during this uncertain time will depend on multiple factors, including our ability to continue operations and production of boats, the performance of our dealers and suppliers, potential strategic acquisitions, the impact of the general economy on our dealers, suppliers and retail customers, the availability of sufficient amounts of financing, and our operating performance.

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The following table summarizes the cash flows from operating, investing and financing activities (dollars in thousands):


	Three Months Ended September 30,
	2026		2025
Total cash (used in) provided by:
Operating activities	$	(31,086)	$	6,535
Investing activities	(8,381)		(4,225)
Financing activities	5,590		4,637
Impact of currency exchange rates on cash balances	(198)		156
(Decrease) Increase in cash	$	(34,075)	$	7,103

Operating Activities

Net cash used in operating activities was $31.1 million for the three months ended September 30, 2026, compared to net cash provided by operating activities of $6.5 million for the three months ended September 30, 2025, a decrease in cash of $37.6 million. The decrease in cash provided by operating activities resulted from a net decrease in operating assets and liabilities of $36.9 million. The decrease in operating assets and liabilities was partially offset by a decrease of $0.7 million in net income (after consideration of non-cash items included in net income, primarily related to depreciation, amortization, deferred tax assets and non-cash compensation).

Investing Activities

Net cash used in investing activities was $8.4 million for the three months ended September 30, 2026, compared to net cash used in investing activities of $4.2 million for the three months ended September 30, 2025, an increase in net cash used of $4.2 million. The increase in net cash used in investing activities for the three months ended September 30, 2026 was primarily related to increased capital expenditures, including incremental capital expenditures related to Saxdor, compared to the three months ended September 30, 2025.

Financing Activities

Net cash provided by financing activities was $5.6 million for the three months ended September 30, 2026 compared to net cash provided by financing activities of $4.6 million for the three months ended September 30, 2025, an increase of $1.0 million. During the three months ended September 30, 2026, we entered into the Fourth Amended and Restated Credit Agreement and borrowed $100.0 million under Term Loan A, the proceeds of which were used to repay a portion of the amounts outstanding under our prior revolving credit facility. Including additional borrowings of $10.0 million during the quarter, we repaid $90.0 million, net of borrowings, under our revolving credit facility. We also made our first quarterly principal payment of $1.3 million on Term Loan A and paid $2.9 million in debt issuance costs in connection with the refinancing. Additionally, we did not repurchase any of our Class A Common Stock under our current stock repurchase program. During the three months ended September 30, 2025, we borrowed $5.0 million, net of repayments, under our revolving credit facility and did not repurchase any of our Class A Common Stock under our prior stock repurchase program.

Term Loan A and Revolving Credit Facility

On July 10, 2026, Boats LLC entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) which provides for a $250.0 million revolving credit facility and a $100.0 million Term Loan A, each of which matures on July 10, 2031. Boats LLC borrowed the full $100.0 million available under Term Loan A at closing and used the net proceeds to repay a portion of the amounts outstanding under the prior revolving credit facility. Term Loan A requires quarterly principal payments of $1.25 million beginning September 30, 2026, with the remaining outstanding balance due at maturity.

As of September 30, 2026, Boats LLC had $75.0 million and $98.8 million outstanding under the revolving credit facility and Term Loan A, respectively. In addition, Boats LLC had $1.8 million in outstanding letters of credit, with $173.2 million available for borrowing under the revolving credit facility. Boats LLC may, subject to the terms of the Credit Agreement and lender participation, request increases to the revolving commitments or obtain incremental term loans in an aggregate principal amount equal to $100.0 million plus additional amounts subject to compliance with a specified consolidated leverage ratio.

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Borrowings under the Credit Agreement bear interest at a rate equal to either, at our option, (i) the highest of the prime rate, the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5%, or one-month Term SOFR (as defined in the Credit Agreement) plus 1% (the “Base Rate”) or (ii) SOFR (as defined in the Credit Agreement), in each case plus an applicable margin ranging from 1.25% to 2.00% with respect to SOFR borrowings and 0.25% to 1.00% with respect to Base Rate borrowings. The applicable margin is based upon the consolidated leverage ratio of the LLC and its subsidiaries. As of September 30, 2026, the weighted average interest rate on our revolving credit facility was 5.35%. We are required to pay a commitment fee for any unused portion of the revolving credit facility, which ranges from 0.15% to 0.30% per annum, depending on the LLC’s and its subsidiaries’ consolidated leverage ratio.

Repurchase Commitments

Our dealers have arrangements with certain finance companies to provide secured floor plan financing for the purchase of our boats. These arrangements indirectly provide liquidity to us by financing dealer purchases of our products, thereby minimizing the use of our working capital in the form of accounts receivable. A majority of our sales are financed under similar arrangements, pursuant to which we receive payment within a few days of shipment of the product. In most cases, we have agreed to repurchase products repossessed by the finance companies if a dealer defaults on its debt obligations to a finance company and the boat is returned to us, subject to certain limitations. Our financial exposure under these agreements is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. During the three months ended September 30, 2026 and for the fiscal year ended June 30, 2026, we did not repurchase any boats under our repurchase agreements. An adverse change in retail sales could require us to repurchase repossessed units upon an event of default by any of our dealers, subject to the annual limitation. Refer to Note 17 to the unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report for further information on repurchase commitments.

Critical Accounting Policies

As of September 30, 2026, there were no significant changes in the application of our critical accounting policies or estimation procedures from those presented in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Refer to our Annual Report on Form 10-K for the year ended June 30, 2026, for a complete discussion on the Company’s market risk. There have been no material changes in market risk from those disclosed in the Company's Form 10-K for the year ended June 30, 2026.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of the end of the period covered by this Quarterly Report, we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2026.

Changes in Internal Control Over Financial Reporting

On March 2, 2026, we acquired Saxdor. Prior to the acquisition, Saxdor was a privately held company and was not subject to the rules and regulations of the SEC. We are in the process of analyzing and evaluating the internal control environment as it relates to the integration of Saxdor, which may result in additions or changes to our internal control over financial reporting. Management excluded Saxdor’s operations from the scope of its assessment of the effectiveness of internal control over financial reporting as of June 30, 2026. During the three months ended September 30, 2026, the Company continued evaluating and integrating Saxdor’s internal controls in accordance with Securities and Exchange Commission guidance. Saxdor represented approximately 26.6% of consolidated total assets and 20.2% of consolidated revenues as of and for the three months ended September 30, 2026.

Other than our integration of Saxdor, there have been no changes in our internal control over financial reporting during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

The discussion of legal matters under this section entitled "Legal Proceedings" is incorporated by reference from Note 17 of our unaudited interim condensed consolidated financial statements included elsewhere in this Quarterly Report.

The pending lawsuits described in Note 17 of our unaudited interim consolidated financial statements and any other related lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcomes of the pending lawsuits and any other related lawsuits are necessarily uncertain. We could be forced to expend significant resources in the defense of the pending lawsuits and any additional lawsuits, and we may not prevail. In addition, we may incur substantial legal fees and costs in connection with such lawsuits. We currently are not able to estimate the possible cost to us from these matters, as the pending lawsuits are currently at an early stage, and we cannot be certain how long it may take to resolve the pending lawsuits or the possible amount of any damages that we may be required to pay. Such amounts could be material to our financial statements if we do not prevail in the defense of the pending lawsuits and any other related lawsuits, or even if we do prevail. We have not established any reserve for any potential liability relating to the pending lawsuits and any other related lawsuits. It is possible that we could, in the future, incur judgments or enter into settlements of claims for monetary damages.

Item 1A. Risk Factors

During the three months ended September 30, 2026, there were no material changes to the risk factors discussed in Part I, Item 1A. "Risk Factors” of our Annual Report on Form 10-K for the year ended June 30, 2026.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Unregistered Sales of Equity Securities

None.

Repurchase of Class A Common Stock

This table provides information with respect to purchases by us of shares of our Class A Common Stock under our stock repurchase programs during the three months ended September 30, 2026 (in thousands except share and per share data).


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan 1
July 1, 2026 through July 31, 2026	—	$	—	—	$	70,000
August 1, 2026 through August 31, 2026	—	—		—	70,000
September 1, 2026 through September 30, 2026	—	—		—	70,000

Total	—	$	—	—	$	70,000

1 In June 2026, our Board of Directors authorized a stock repurchase program to allow for the repurchase of up to $70.0 million of our Class A Common Stock (the "2027 Repurchase Program") for the period from July 1, 2026 to June 30, 2027. The 2027 Repurchase Program does not obligate us to repurchase a minimum amount of shares. Under the 2027 Repurchase Program, shares of Class A Common Stock may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

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Item 5. Other Information

Change in Fiscal Year End

On November 3, 2026, our Board of Directors acted to change our fiscal year from a year beginning on July 1 and ending June 30 to a year beginning on January 1 and ending December 31. We plan to file a transition report on Form 10-KT covering the six-month transition period from July 1, 2026 to December 31, 2026. Our fiscal quarters will remain calendar quarters. Our new fiscal year will commence on January 1, 2027.

Amendment to Bylaws

On November 3, 2026, in connection with the fiscal year change discussed above, our Board of Directors amended and restated our Second Amended and Restated Bylaws (as amended and restated, the “Bylaws”) to provide that our fiscal year shall be from January 1 to December 31 or such other year as shall be fixed by resolution of our Board of Directors.

A copy of the Bylaws is filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Annual Meeting

In connection with the change in fiscal year, our Board of Directors has designated May 4, 2027 as the date of our 2027 annual meeting of stockholders (the “2027 Annual Meeting”).

Requirements for Proposals to be Considered for Inclusion in Proxy Materials

Stockholders interested in submitting a proposal for inclusion in the proxy materials for the 2027 Annual Meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. To be eligible for inclusion in our proxy statement, stockholder proposals must be received no later than December 4, 2026 and must comply with Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be sent to the attention of the Secretary, Malibu Boats, Inc., 5075 Kimberly Way, Loudon, Tennessee 37774.

Requirements for Proposals Not Intended for Inclusion in Proxy Materials and for Nomination of Director Candidates

Stockholders who wish to nominate persons for election to our Board of Directors at the 2027 Annual Meeting or who wish to present a proposal at the 2027 Annual Meeting, but whose stockholder proposal will not be included in the proxy materials that we distribute for such meeting, must deliver written notice of the nomination or proposal to our Secretary no earlier than January 4, 2027 and no later than the close of business on February 3, 2027. The stockholder’s written notice must include certain information concerning the stockholder, the business desired to be brought and each nominee as specified in Section 2.10 of the Bylaws. In addition, a stockholder who intends to solicit proxies in support of director nominees other than our nominees at the 2027 Annual Meeting must deliver written notice to us setting forth the information required by Rule 14a-19 under the Exchange Act. If a stockholder’s written notice is not received between the dates specified above and does not satisfy these additional informational requirements, the notice will not be considered properly submitted and will not be acted upon at the 2027 Annual Meeting. A stockholder’s written notice should be sent to the attention of the Secretary, Malibu Boats, Inc., 5075 Kimberly Way, Loudon, Tennessee 37774.

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Item 6. Exhibits


			Incorporated by Reference
Exhibit No.	Description	Form	File No.	Exhibit	Filing Date
3.1	Restated Certificate of Incorporation of Malibu Boats, Inc.	8-K	001-36290	3.1	November 4, 2026
3.2++	Third Amended and Restated Bylaws of Malibu Boats, Inc.
3.3	Certificate of Formation of Malibu Boats Holdings, LLC	S-1	333-192862	3.3	January 8, 2014
3.4	First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC, dated as of February 5, 2014	8-K	001-36290	10.1	February 6, 2014
3.4.1	First Amendment, dated as of February 5, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC	10-Q/A	001-36290	3.5	May 13, 2014
3.4.2	Second Amendment, dated as of June 27, 2014, to First Amended and Restated Limited Liability Company Agreement of Malibu Boats Holdings, LLC	8-K	001-36290	3.1	June 27, 2014
4.1++	Description of Class A Common Stock
4.2	Form of Class A Common Stock Certificate	S-1	333-192862	4.1	January 8, 2014
4.3	Form of Class B Common Stock Certificate	S-1	333-192862	4.2	January 8, 2014
4.4	Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and Affiliates of Black Canyon Capital LLC and Horizon Holdings, LLC	8-K	001-36290	10.2	February 6, 2014
4.5	Exchange Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc. and the Members of Malibu Boats Holdings, LLC	8-K	001-36290	10.3	February 6, 2014
4.6	Tax Receivable Agreement, dated as of February 5, 2014, by and among Malibu Boats, Inc., Malibu Boats Holdings, LLC and the Other Members of Malibu Boats Holdings, LLC	8-K	001-36290	10.4	February 6, 2014
10.1	Fourth Amended and Restated Credit Agreement, dated July 10, 2026, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other guarantors party thereto, the lenders party thereto, and Truist Bank, as administrative agent, as issuing bank and as swingline lender	8-K	001-36290	10.1	July 13, 2026
10.2	Fourth Amended and Restated Security Agreement, dated July 10, 2026, by and among Malibu Boats, LLC, Malibu Boats Holdings, LLC, the other debtors party thereto, and Truist Bank, as administrative agent	8-K	001-36290	10.2	July 13, 2026
31.1++	Certificate of the Chief Executive Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2++	Certificate of the Chief Financial Officer of Malibu Boats, Inc. pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1#	Certification of the Chief Executive Officer and Chief Financial Officer of Malibu Boats, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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101						The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 were formatted in Inline XBRL: (i) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL (Included as Exhibit 101).

++ Filed herewith

# The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q, are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Malibu Boats, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


November 5, 2026	MALIBU BOATS, INC.

	By:	/s/ Steven D. Menneto
		Steven D. Menneto President and Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ David S. Black
		David S. Black Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)