HZO 10-K & 10-Q changes, risk factors and insider trading

More recently, inflation has increased in the United States and throughout the world although it has slowly decreased since its peak in 2022. High inflation has affected the prices manufacturers charge us, as well as the prices that we charge our customers. To the extent such inflation continues, increases, or both, it may reduce our margins and have a material adverse effect on our financial performance. In addition, a prolonged government shutdown may cause delays in U.S. customs and imports of our products and could generally have an adverse impact on the economy. The recent US government shutdown has not directly impacted our operations, but there is no assurance that it will not adversely affect our business in the future, especially if the shutdown continues for an extended period of time.

Fiscal and monetary policy have had a material adverse impact on worldwide economic conditions, the financial markets, and availability of credit and, consequently, have negatively affected, and may further negatively affect, our industries, businesses, and overall financial condition. Changes by the Federal Reserve to raise its benchmark interest rate beginning in 2022 have resulted in significantly higher long-term interest rates, which has negatively impacted, and may further negatively impact, our customers’ willingness or desire to purchase our products. However, the Federal Reserve recently cut interest rates in September 20242025 and moreOctober interest2025 ratebut further cuts are expected.uncertain. While credit availability is currently adequate to support demand, if credit conditions worsen and adversely affect the ability of customers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in sales and materially impact our financial condition and results of operations.

Since March 1, 1998, we have acquired 3537 additional previously independent recreational boat dealers, multiple marinas, five boat brokerage operations, six superyacht service companies, two full-service yacht repair operations, and twothree boat and yacht manufacturers. Each acquired dealer and entity operated independently prior to its acquisition by us. Our success depends, in part, on our ability to continue to make successful acquisitions at attractive or fair prices that align with our culture and focus on customer service and to integrate the operations of acquired dealers, including centralizing certain functions to achieve cost savings and pursuing programs and processes that promote cooperation and the sharing of opportunities and resources among our dealerships. We may not be able to oversee the combined entity efficiently, realize anticipated synergies, or implement effectively our growth and operating strategies. To the extent that we successfully pursue our acquisition strategy, our resulting growth will place significant additional demands on our management and infrastructure. Our failure to pursue successfully our acquisition strategies or operate effectively the combined entity could have a material adverse effect on our rate of growth and operating performance.

Various operations in multiple countries around the world expose us to international political, economic, foreign currency, and other risks.risks, including potential heightened impacts from recent tariff actions by the United States and other countries.

Our operations involve certain international activities, including our sales of yachts produced by the Azimut-Benetti Group in Italy, boats produced by Saxdor and yachts produced by Galeon in Poland, yachts produced by Ocean Alexander in Taiwan, yacht tenders produced by Williams Jet Tenders in the United Kingdom, and power catamarans produced by Sino Eagle in China, as well as our Fraser Yachts Group and Northrop & Johnson operations in various countries. These activities in multiple countries around the world expose us to international political, economic, foreign currency, and other risks. Some of our sales and purchases of inventory are denominated in a currency other than the U.S. dollar. Consequently, a strong or weak U.S. dollar may adversely affect reported revenues and our profitability. We may hedge certain foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign currency fluctuations on our financial results. Our future financial results could be significantly affected by the value of the U.S. dollar in relation to the foreign currencies in which we conduct business.

Furthermore, the geopolitical and economic uncertainty and/or instability that may result from changes in the relationship among the United States, Taiwan and China, as well as other countries may, directly or indirectly, materially harm our business, financial condition and financial performance. For example, certain of our suppliers are dependent on products sourced from Taiwan. Greater restrictions and/or disruptions of our suppliers’ ability to operate facilities and/or do business in and with Taiwan may increase the cost of certain materials and/or limit the supply of products sourced from Taiwan. This may result in deterioration of our profit margins, a potential need to increase our pricing and, in so doing, may decrease demand for our products and thereby adversely impact our financial performance.

Additionally, protectionist trade legislation in the United States, the European Union, Poland, or China, such as a change in current tariff structures, export or import compliance laws, or other trade policies could adversely affect our ability to import yachts from these foreign suppliers under economically favorable terms and conditions. There have been recent changes, and additionalAdditional changes may occur in the future, to United States and foreign trade and tax policies, including heightened import restrictions, import and export licenses, new tariffs, trade embargoes, government sanctions, and trade barriers.barriers Anymay ofoccur thesein restrictionsthe future, which could prevent or make it difficult or more costly for us to import yachts from foreign suppliers under economically favorable terms and conditions. Increased tariffs could require us to increase our prices which likely could decrease demand for our products. In addition, other countries may limit their trade with the United States or retaliate through their own restrictions and/or increased tariffs which would affect our ability to export products and therefore adversely affect our sales. Many of these challenges, particularly tariffs, are present in commerce with China, a market from which we purchase products. While such tariffs may be delayed or cancelled beforein comingthe intonear effectfuture, and we believe we have taken or are taking steps to mitigate their potential effects, such tariffs would likely increase our costs for our Chinese suppliers.

the possibility that we will incur unexpected costscosts, andliabilities, liabilitiesor impairments;

The availability and costs of borrowed funds can adversely affect our ability to obtain and maintain adequate boat inventory and the holding costs of that inventory as well as the ability and willingness of our customers to finance boat purchases. We rely on the Amended Credit AgreementFacility to purchase and maintain our inventory of boats. The Amended Credit AgreementFacility provides the Company a line of credit with asset based borrowing availability of up to $950 million and establishes a revolving credit facility in the maximum amount of $100 million, a delayed draw term loan facility to finance the acquisition of IGY Marinas in the maximum amount of $400 million, and a $100 million delayed draw mortgage loan facility. None of our real estate has been pledged for collateral for the Amended Credit Agreement.Facility. As of September 30, 2024,2025, we were in compliance with all of the covenants under the Amended Credit AgreementFacility. andAs of September 30, 2025, our additional available borrowings under the Amendeddelayed Creditdraw Agreementmortgage wasloan facility were approximately $1.5$63 millionmillion, basedand uponour available borrowings under the outstandingrevolving borrowingcredit basefacility availability.were approximately $85 million.

Our ability to borrow under the Amended Credit AgreementFacility depends on our ability to continue to satisfy our covenants and other obligations under the Amended Credit AgreementFacility and the ability for our manufacturers to be approved vendors under our Amended Credit Agreement.Facility. The variable interest rate under our Amended Credit AgreementFacility will fluctuate with changing market conditions and, accordingly, our interest expense will increase as interest rates rise. Although the Federal Reserve recently cut interest rates, a significant increase in interest rates could have a material adverse effect on our operating results. The aging of our inventory limits our borrowing capacity as defined provisions in the Amended Credit AgreementFacility reduce the allowable advance rate as our inventory ages. Depressed economic conditions, weak consumer spending, turmoil in the credit markets, and lender difficulties, among other potential reasons, could interfere with our ability to maintain compliance with our debt covenants and to utilize the Amended Credit AgreementFacility to fund our operations. Any inability to utilize the Amended Credit AgreementFacility or the acceleration of amounts owed, resulting from a covenant violation, insufficient collateral, or lender difficulties, could require us to seek other sources of funding to repay amounts outstanding under the Amended Credit AgreementFacility or replace or supplement the Amended Credit Agreement,Facility, which may not be possible at all or under commercially reasonable terms.

Boat manufacturers, including Cruisers YachtsYachts, Aviara, and Intrepid Powerboats, rely on third parties to supply raw materials used in the manufacturing process, including oil, aluminum, copper, steel, and resins, as well as product parts and components. The prices for these raw materials, parts, and components fluctuate depending on market conditions and, in some instances, commodity prices or trade policies, including tariffs. Substantial increases in the prices of raw materials, parts, and components would increase our product and operating costs, and could reduce our profitability if we are unable to recoup the increased costs through higher product prices or improved operating efficiencies. Similarly, if a critical supplier were to close its operations, cease manufacturing, or otherwise fail to deliver an essential component necessary to our manufacturing operations, that could detrimentally affect our ability to purchase or manufacture and sell products, resulting in an interruption in business operations and/or a loss of sales.

Additionally, our goodwill is recorded at fair value at the time of acquisition and is not amortized but reviewed for impairment at least annually or more frequently if impairment indicators arise. In evaluating the potential for impairment of goodwill, we make assumptions regarding industry conditions, our future financial performance, and other factors. UncertaintiesAs area inherentresult inof evaluatingthe declining performance of the product manufacturing reporting unit and applyingsegment thesethe factorsCompany recognized a non-cash, pre-tax goodwill impairment charge of $69.1 million related to the assessmentproduct ofmanufacturing goodwill.reporting Whileunit weand dosegment notin believefiscal thereyear 2025, which is aincluded reasonablein likelihoodgoodwill that there will be a changeimpairment in the judgmentsConsolidated and assumptions used in our assessmentsStatements of goodwill and long-lived assets which would result in a material effect on our operating results, we cannot predict whether events or circumstances will change in the future that could result in non-cash impairment charges that could adversely impact our financial results and net worth.Operations.

Weather and environmental conditions may adversely impact our operating results. For example, drought conditions, reduced rainfall levels, excessive rain and environmental conditions, and hurricanes have forced, and may in the future force boating areas to close or render boating dangerous or inconvenient,inconvenient. therebyThis curtailinghas resulted in and, in the future could result in, reduced customer demand for our products. While we traditionally maintain a full range of insurance coverage for any such events, there can be no assurance that such insurance coverage is adequate to cover losses that we sustain as a result of such disasters.disasters or that we will be able to procure coverage on commercially reasonable terms for such events in the future. In addition, unseasonably cool weather and prolonged winter conditions may lead to shorter selling seasons in certain locations. Many of our dealerships sell boats to customers for use on reservoirs, thereby subjecting our business to the continued viability of these reservoirs for boating use. Although our geographic diversity and any future geographic expansion should reduce the overall impact on us of adverse weather and environmental conditions in any one market area, weather and environmental conditions will continue to represent potential material adverse risks to us and our future operating performance.

Increased cybersecurity requirements, use of artificial intelligence, cybersecurity threats and more sophisticated and targeted computer crime could pose a risk to our systems, networks, data and our third-party service providers. Our business operations could be negatively impacted by an outage or breach of our informational technology systems or a cybersecurity event.

Increased global cybersecurity threats and more sophisticated and targeted cyber-related attacks (including ransomware) pose a risk to the security of our and our customers’, suppliers’ and third-party service providers’ products, systems and networks and the confidentiality, availability and integrity of our data. Unauthorized parties have and may alsoin the future attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, social engineering or other forms of deceiving our team members, contractors, vendors, and temporary staff. While we attempt to mitigate these risks by employing extensive measures, including employee training, defensive systems, proactive monitoring and testing, and maintenance of protective systems and contingency plans, we remain potentially vulnerable to additional known or unknown threats. See “Item 1C. Cybersecurity” included in this report for a discussion of our cybersecurity procedures and policies. Additionally, the growing global use of artificial intelligence technologies could expose us to increased privacy and cybersecurity threats, such as data breaches and unauthorized access leading to financial losses, legal liabilities, and reputational damage. We also face competitive risks if we fail in our initiatives to adopt artificial intelligence or other machine-learning technologies in a timely manner.

We may also have access to sensitive, confidential or personal data or information that is subject to privacy, security laws, and regulations. Despite our efforts to protect sensitive, confidential or personal data or information, we and our third-party service providers may be vulnerable to security breaches, theft, misplaced or lost data, programming errors, employee errors and/or malfeasance that could potentially lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, unauthorized access, use, disclosure, modification or destruction of information, and operational disruptions. As previously disclosed in a Current Report on Form 8-K filed with the SEC on March 12, 2024 and a Current Report on Form 8-K/A filed with the SEC on April 1, 2024, we experienced a cybersecurity incident (the “Incident”) whereby a cybercrime organization accessed a limited portion of our information environment that included some personally identifiable information. Although as of the date of this Annual Report on Form 10-K, the incident has not resulted in material impacts to the Company’s operations, financial conditions or results of operations, the Company remains subject to risks and uncertainties as a result of the incident and any future instances of unauthorized access to our information environment could have material adverse effects on our business.

We believe we are the world's largest recreational boat and yacht retailerretailer, marina operator and superyacht services company in the world.company. Through our over 7570 retail locations in 21 states, we sell new and used recreational boats and related marine products, including engines, trailers, parts, and accessories. We also arrange related boat financing, insurance, and extended service contracts; provide boat repair and maintenance services; offer yacht and boat brokerage sales; and, where available, offer slip and storage accommodations. In the British Virgin Islands, we offer the charter of catamarans, through MarineMax Vacations. We also own Fraser Yachts Group, a leading superyacht brokerage and luxury yacht services company with operations in multiple countries, Northrop & Johnson, another leading superyacht brokerage and services company with operations in multiple countries, SkipperBud’s, one of the largest boat sales, brokerage, service and marina/storage groups in the United States, and Cruisers Yachts, a manufacturer of sport yacht and yachtsyachts, including Aviara luxury dayboats, with sales through our select retail dealership locations and through independent dealers.

In April 2022, through Northrop & Johnson, we acquired Superyacht Management, S.A.R.L., better known as SYM, a superyacht management company based in Golfe-Juan, France. In August 2022, we expanded our presence in Texas by acquiring Endeavour Marina in Seabrook. In October 2022, we completed the acquisition of IGY Marinas. IGY Marinas maintains a network of luxury marinas situated in yachting and sport fishing destinations around the world. IGY Marinas has created standards for service and quality in nautical tourism. It offers a global network of marinas in the Americas, the Caribbean, Europe, and Asia, delivering year-round accommodations. IGY Marinas caters to a wide variety of luxury yachts, while also being exclusive home ports for some of the world’s largest megayachts. In December 2022, we acquired Midcoast Marine Group, a leading full-service marine construction company based on Central Florida's Gulf Coast. In January 2023, we acquired Boatzon, a boat and marine digital retail platform, through our recently formed technology entity, New Wave Innovations. In June 2023, we acquired C&C Boat Works, a full-service boat dealer in Crosslake, Minnesota. In October 2023, we acquired AGY, a luxury charter management agency based in Athens, Greece. In March 2024, we acquired Williams, a premier distributor and retailer for UK-based Williams Jet Tenders Ltd., the world’s leading manufacturer of rigid inflatable jet tenders for the luxury yacht market. In March 2024, we also acquired Native Marine, a boat dealer based in Islamorada, Florida. In October 2024, our Cruisers Yachts subsidiary assumed the rights to MasterCraft's Aviara brand of luxury dayboats. In January 2025, we acquired the service and parts departments at our retail location in Panama City Beach, Florida. In March 2025, we acquired Shelter Bay Marina in Marathon, Florida.

MarineMax was incorporated in January 1998 (and reincorporated in Florida in March 2015). We commenced operations with the acquisition of five independent recreational boat dealers on March 1, 1998. Since the initial acquisitions in March 1998, we have, as of the filing of this Annual Report on Form 10-K, acquired 3537 recreational boat dealers, five boat brokerage operations, six superyacht service companies, two full-service yacht repair operations and twothree boat and yacht manufacturers. As a part of our acquisition strategy, we frequently engage in discussions with various recreational boat dealers regarding their potential acquisition by us. Potential acquisition discussions frequently take place over a long period of time and involve difficult business integration and other issues, including, in some cases, management succession and related matters. As a result of these and other factors, a number of potential acquisitions that from time to time appear likely to occur do not result in binding legal agreements and are not consummated. We completed four acquisitions in the fiscal year ended September 30, 2022,2023, fourthree acquisitions in the fiscal year ended September 30, 2023,2024, and three acquisitions in the fiscal year ending September 30, 2024.2025.

General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national or global economic developments or uncertainties regarding future economic prospects could reduce consumer spending in the markets we serve and adversely affect our business. Economic conditions in areas in which we operate dealerships, particularly Florida in whichwhere we generated approximately 51%,54%, 53%, and 53% of our dealership revenue during fiscal 2022,2025, 2023,2024, and 2024,2023, respectively, can have a major impact on our operations. Local influences, such as corporate downsizing, military base closings, and inclement weather such as hurricanes and other storms, environmental conditions, and specific events, such as the BP oil spill in the Gulf of Mexico in 2010, also could adversely affect, and in certain instances have adversely affected, our operations in certain markets.

In an economic downturn, consumer discretionary spending levels generally decline, at times resulting in disproportionately large reductions in the sale of luxury goods. Consumer spending on luxury goods also may decline as a result of lower consumer confidence levels, even if prevailing economic conditions are favorable. Additionally, although the Federal Reserve'sReserve has recently cut interest rates, its prior increases of its benchmark interest rate have resulted in significantly higher long-term interest rates, which negatively impacted, and may continue to negatively impactimpact, our customers’ willingness or desire to purchase our products. As a result, an economic downturn or inflation could impact us more than certain of our competitors due to our strategic focus on a higher end of our market. However, the Federal Reserve has recently cut interest rates and is expected to further cut interest rates.market.. Although we have expanded our operations during periods of stagnant or modestly declining industry trends, the cyclical nature of the recreational boating industry or the lack of industry growth may adversely affect our business, financial condition, and results of operations. Any period of adverse economic conditions, low consumer confidence or inflation is likely to have a negative effect on our business.

As of September 30, 2024,2025, the Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid Powerboats. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufactures sport yacht and yachtsyachts, including Aviara luxury dayboats, with sales through our select retail dealership locations and through independent dealers. Cruisers Yachts is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts, producing models from 33’ to 60’ feet. Intrepid Powerboats, also a wholly-owned MarineMax subsidiary, is a producer of customized boats. Intrepid Powerboats followssells athrough direct-to-consumerour distributionretail modeldealership locations as well as independent dealers and has received many awards and accolades for its innovations and high-quality craftsmanship that create industry leading products in their categories.

We account for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350, “Intangibles — Goodwill and Other” (“ASC 350”). For business combinations, the excess of the purchase price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill. In accordance with ASC 350, we test goodwill for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. OurIn annualfiscal year 2025, impairment testtests iswere performed during the third and fourth fiscal quarters to facilitate changing our annual impairment test to the fourth fiscal quarter from the third fiscal quarter. In previous fiscal years, our annual impairment test was performed during the third fiscal quarter. Beginning in fiscal year 2026 and thereafter, our annual impairment test will be performed during the fourth fiscal quarter. If the carrying amount of a reporting unit’s goodwill exceeds its fair value we recognize an impairment loss in accordance with ASC 350. Based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our reporting units are less than their carrying values. As a result, we did not perform a quantitative goodwill impairment test. The qualitative assessment requires us to make judgments and assumptions regarding macroeconomic and industry conditions, our financial performance, and other factors. We do not believe there is a reasonable likelihood that there will be a change in the judgments and assumptions used in our qualitative assessment which would result in a material effect on our operating results.

Revenue. Revenue increaseddecreased $36.0$121.7 million, or 1.5%,5.0%, to approximately $2.309 billion for the fiscal year ended September 30, 2025 from $2.431 billion for the fiscal year ended September 30, 2024 from $2.395 billion for the fiscal year ended September 30, 2023.2024. The increasedecrease is due to a $29.4$48.6 million or 1%2% increasedecrease in comparable-store sales, in addition to a $6.6$73.1 million net increasedecrease from acquisitionsclosed stores and newmanufacturing locationsrevenue that are not eligible for inclusion in the comparable-store base, partially offset by a decrease in manufacturing revenue which is not included in comparable store sales. The comparable-store increasedecreases camewere primarily fromdriven increasesby decreases in new and used boat revenue alongas witha contributionsresult fromof ourthe otherchallenging higherretail marginenvironment businesses.and ongoing economic uncertainty, including uncertainty relating to evolving trade policies and geopolitical tensions.

Gross Profit. Gross profit decreased $34.1$51.0 million, or 4.1%,6.4%, to $750.2 million for the fiscal year ended September 30, 2025 from $801.2 million for the fiscal year ended September 30, 2024 from $835.3 million for the fiscal year ended September 30, 2023.2024. Gross profit as a percentage of revenue decreased to 32.5% for the twelve months ended September 30, 2025 from 33.0% for the twelve months ended September 30, 2024 from 34.9 % for the twelve months ended September 30, 2023.2024. The decrease in gross profit as a percentage of revenue was primarily thea result of lower new and used boat margins,margins asdue weto aggressivelythe drove sales during a softerchallenging retail environment.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increaseddecreased $38.5$25.8 million, or 6.1%,3.8%, to $647.2 million for the fiscal year ended September 30, 2025 from $673.0 million for the fiscal year ended September 30, 2024 from $634.5 million for the fiscal year ended September 30, 2023.2024. The increasedecrease in selling, general, and administrative expenses was primarily the result of inflationchanges in the fair value of contingent consideration liabilities and recentcost-saving acquisitions.initiatives implemented in fiscal 2024 and fiscal 2025.

InterestGoodwill Expense.impairment. InterestGoodwill expenseimpairment increased $20.5 million to $73.9$69.1 million for the fiscal year ended September 30, 2024,2025 fromas $53.4compared million forto the fiscal year ended September 30, 20232024, as a result of increased inventory. The increase in interest expense was primarilyrecording the resultnon-cash, pre-tax goodwill impairment charge of increased$69.1 borrowingsmillion due primarilyrelated to higherthe inventoryproduct levels.manufacturing reporting unit and segment.

Income Taxes. Income tax expensetaxes decreased $22.4$22.0 million, or 58.9%,million to a benefit of $6.4 million for the fiscal year ended September 30, 2025 from a provision of $15.6 million for the fiscal year ended September 30, 20242024, fromprimarily $38.0as milliona result of the goodwill impairment. Our effective income tax rate decreased to 17.2% for the fiscal year ended September 30, 2023.2025, Our effective income tax rate increased tofrom 28.7% for the fiscal year ended September 30, 2024, fromprimarily 25.7% for fiscal year ended September 30, 2023. The increase in the effective income tax rate was primarilyas a result of increasedthe expensesgoodwill from equity compensation from vested awards.impairment.

For the fiscal year ended September 30, 2025, cash provided by operating activities was approximately $72.8 million. For the fiscal years ended September 30, 2024 and 2023,2023 cash used in operating activities was approximately $25.7 million and $222.2 million. For the fiscal year ended September 30, 2022,2025, cash provided by operating activities was approximatelyprimarily $76.6related million.to decreases in inventory, increases in accounts payable, and our net loss adjusted for non-cash expenses such as depreciation and amortization expense, goodwill impairment expense, and stock-based compensation expense, partially offset by decreases in contract liabilities (customer deposits), decreases in accrued expenses and other liabilities, and increases in accounts receivable, prepaid expenses and other current assets. For the fiscal year ended September 30, 2024, cash used in operating activities was primarily related to increases in inventory, increases in accounts receivable, decreases in contract liabilities (customer deposits) and decreases in accounts payable, partially offset by increases in accrued expenses and other liabilities, our net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, deferred income tax provision, and stock-based compensation expense. For the fiscal year ended September 30, 2023, cash used in operating activities was primarily related to increases in inventory, increases in accounts receivable, and decreases in contract liabilities (customer deposits), partially offset by increases in accounts payable and accrued expenses and other liabilities, our net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, deferred income tax provision, and stock-based compensation expense. For the fiscal year ended September 30, 2022, cash provided by operating activities was primarily related to increases in contract liabilities (customer deposits), accounts payable, accrued expenses and other liabilities, and our net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, deferred income tax provision, and stock-based compensation expense, partially offset by increases in inventory.

For the fiscal years ended September 30, 2025, 2024, 2023, and 2022,2023, cash used in investing activities was approximately $81.3,$55.6 $576.4million, $81.3 million and $140.5$576.4 million, respectively. For the fiscal year ended September 30, 2025, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, acquisitions, and issuance of notes receivable, partially offset by proceeds from the sale of property and equipment and other assets, proceeds from the acquisition of a trade name, and proceeds from insurance settlements. For the fiscal year ended September 30, 2024, cash used in investing activities was primarily used for business acquisitions and to purchase property and equipment associated with improving existing retail facilities, partially offset by proceeds from the sale of property and equipment and insurance settlements. For the fiscal year ended September 30, 2023, cash used in investing activities was primarily used for the acquisition of IGY Marinas, to purchase property and equipment associated with improving existing retail facilities, and to purchase investments, partially offset by proceeds from the sale of investments and property and equipment. For the fiscal year ended September 30, 2022, cash used in investing activities was primarily used for acquisitions, to purchase property and equipment associated with improving existing retail facilities, and to purchase investments, partially offset by proceeds from the sale of investments and property and equipment.

For the fiscal year ended September 30, 2025, cash used in financing activities was approximately $72.0 million. For the fiscal years ended September 30,30 2024, 2023, and 2022,2023, cash provided by financing activities was approximately $128.5 million, $770.4 million and $73.1$770.4 million, respectively. For the fiscal year ended September 30, 2025, cash used in financing activities was primarily attributable to payments for long-term debt, contingent consideration payments from acquisitions, payments on tax withholdings for equity awards and purchases of treasury stock, partially offset by increased short term borrowings, which solely consisted of the Floor Plan (as defined below), proceeds from long-term debt and net proceeds from issuance of common stock under incentive compensation and employee purchase plans. For the fiscal year ended September 30, 2024, cash provided by financing activities was primarily attributable to increased short term borrowings, which solely consisted of the Floor Plan (as defined below),Plan, and net proceeds from issuance of common stock under incentive compensation and employee purchase plans, partially offset by payments on tax withholdings for equity awards, payments for long-term debt, purchases of treasury stock, and contingent acquisition consideration payments. For the fiscal year ended September 30, 2023, cash provided by financing activities was primarily attributable to proceeds from long-term debt, increased short term borrowings, which solely consisted of the Floor Plan, and net proceeds from issuance of common stock under incentive compensation and employee purchase plans, partially offset by payments on tax withholdings for equity awards, payments for long-term debt, and contingent acquisition consideration payments. For the fiscal year ended September 30, 2022, cash provided by financing activities was primarily attributable to increased short-term borrowings, which solely consisted of the Floor Plan, and net proceeds from issuance of common stock under incentive compensation and employee purchase plans, partially offset by purchase of treasury stock, payments on tax withholdings for equity awards, payments for long-term debt, payments for debt issuance costs, and contingent acquisition consideration payments.

Advances under the Floor Plan are initiated by the acquisition of eligible new and used inventory or are re-advanced against eligible new and used inventory that have been partially paid-off. Advances on new inventory will generally mature 1,080 days from the original invoice date. Advances on used inventory will mature 361 days from the date we acquire the used inventory. Each advance is subject to a curtailment schedule, which requires that we pay down the balance of each advance on a periodic basis starting six months after receiving such advance. The curtailment schedule varies based on the type and value of the inventory. The collateral for the Amended Credit AgreementFacility is primarily the Company’s inventory that is financed through the Amended Credit AgreementFacility and related accounts receivable. None of our real estate has been pledged for collateral for the Amended Credit AgreementFacility As of September 30, 2024,2025, our indebtedness associated with our short-term borrowings, which solely consisted of the Floor Plan, and our long-term debt totaled approximately $709.0$715.7 million and $355.9$356.2 million, respectively. As of September 30, 2024,2025, short-term borrowings, which solely consisted of the Floor Plan, and long-term debt recorded on the Consolidated Balance Sheets included unamortized debt issuance costs of approximately $1.3$0.8 million and $1.5$1.4 million, respectively. Refer to Note 11 of the Notes to the Consolidated Financial Statements for disclosure of borrowing availability, interest rates, and terms of our short-term borrowings (Floor Plan) and long-term debt.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding our “expectations,” “anticipations,” “intentions,” “plans,” “beliefs,” or “strategies” regarding the future. These forward-looking statements include statements relating to market risks such as interest rate risk and foreign currency exchange rate risk; economic and industry conditions and corresponding effects on consumer behavior and our operating results; environmental conditions; the imposition of tariffs and their potential impacts on our operations and the broader economy; inclement weather and our ability to mitigate impacts of adverse weather conditions through geographic diversity; certain specific and isolated events; our future estimates, assumptions and judgments, including statements regarding whether such estimates, assumptions and judgments could have a material adverse effect on our operating results; the impact of changes in accounting policy and standards; the impact of our core strengths and retailing strategies on our growth and earnings potential; impacts of steps taken to counteract weak market conditions; our plans to accelerate our growth through acquisitions; our belief that our existing capital resources will be sufficient to finance our operations for at least the next 12 months, and thereafter for the foreseeable future, except for possible significant acquisitions; the seasonality and cyclicality of our business and the effect of such seasonality and cyclicality on our business, financial results and inventory levels; and the Company’s ability to manage growth effectively. Actual results could differ materially from those currently anticipated as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

As of MarchJune 31,30, 2026, the Retail Operations segment includes the activity of over 70 retail locations in Alabama, California, Connecticut, Florida, Georgia, Illinois, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Rhode Island, South Carolina, Texas, Washington and Wisconsin, where we sell new and used recreational boats, including pleasure and fishing boats, with a focus on premium brands in each segment. We also sell related marine products, including engines, trailers, parts, and accessories. In addition, we provide repair, maintenance, and slip and storage rentals; we arrange related boat financing, insurance, and extended service contracts; and we offer boat and yacht brokerage sales, and yacht charter services. In the British Virgin Islands, we offer the charter of catamarans through MarineMax Vacations. Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies with operations in multiple countries, are also included in this segment. Through IGY Marinas, which is also included in this segment, we maintain a network of strategically positioned luxury marinas situated in yachting and sport fishing destinations around the world. The Retail Operations segment includes the majority of all corporate costs.

As of MarchJune 31,30, 2026, the Product Manufacturing segment includes activity of Cruisers Yachts and Intrepid Powerboats. Cruisers Yachts, a wholly-owned MarineMax subsidiary, manufactures sport yacht and yachts, including Aviara luxury dayboats, with sales through our select retail dealership locations and through independent dealers. Cruisers Yachts is recognized as one of the world’s premier manufacturers of premium sport yacht and yachts, producing models from 33’ to 60’ feet. Intrepid Powerboats, also a wholly-owned MarineMax subsidiary, is a producer of customized boats. Intrepid Powerboats sells through our retail dealership locations as well as independent dealers and has received many awards and accolades for its innovations and high-quality craftsmanship that create industry leading products in their categories.

The following discussion compares the three and sixnine months ended MarchJune 31,30, 2026, with the three and sixnine months ended MarchJune 31,30, 2025, and should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements, including the related notes thereto, appearing elsewhere in this report.

Three Months Ended MarchJune 31,30, 2026 Compared with Three Months Ended MarchJune 31,30, 2025

Revenue. Revenue decreased $104.1$45.9 million, or 16.5%,7.0%, to $527.4$611.3 million for the three months ended MarchJune 31,30, 2026, from $631.5$657.2 million for three months ended MarchJune 31,30, 2025. The decrease was due to a decrease of $95.7$46.8 million or 15.4%7.1% in comparable-store salessales, andpartially offset by a $8.4$0.9 million net decreaseincrease primarily from closed stores and manufacturing revenue that areis not eligible for inclusion in comparable-store sales. The comparable-store decreasesdecrease werewas primarily driven by decreases in new and used boat revenuerevenue, as a result of the challenging retail environment, ongoing economic uncertainty, evolving trade policies and geopolitical tensions, including the Iran conflict.

Gross Profit. Gross profit decreasedincreased $17.4$18.5 million, or 4.8%,9.3%, to $341.8$218.1 million for the sixthree months ended MarchJune 31,30, 2026, from $359.2$199.6 million for the sixthree months ended MarchJune 31,30, 2025. Gross profit as a percentage of revenue increased to 33.1%35.7% for the sixthree months ended MarchJune 31,30, 2026, from 32.7%30.4% for the sixthree months ended MarchJune 31,30, 2025. The increase in gross profit as a percentage of revenue was attributable to a greater mix of sales andsales, improvements in our higher-margin businesses.businesses, and to a lesser degree tariff refunds received related to current and previous boat sales.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $28.5$8.8 million, or 9.6%5.1% to $326.0$180.9 million for the sixthree months ended MarchJune 31,30, 2026, from $297.5$172.1 million for the sixthree months ended MarchJune 31,30, 2025. Selling,The generalincrease in selling, general, and administrative expenses increasedwas approximatelydriven $3.6by millionan forincrease thein six months ended March 31, 2026, as comparedmix to theour sixhigher monthsmargin endedbusinesses, Marchwhich 31,typically 2025,carry excludinga the impact of transaction and other costs ($8.7 million and $0.8 million), acquisition-related intangible amortizationhigher expense ($1.8 million and $2.9 million), changes in contingent consideration ($0.3 million gain and $25.7 million gain), weather events ($1.2 million recovery and $5.5 million expense), and restructuring expenses ($0.2 million and $0.8 million) for those respective periods.structure.

Interest Expense. Interest expense decreased $6.4$2.6 million to $30.5$14.3 million for the sixthree months ended MarchJune 31,30, 2026, from $36.9$16.9 million for the sixthree months ended MarchJune 31,30, 2025. The decrease in interest expense was primarily the result of decreased borrowings from lower inventory levels and lower interest rates.

Income Taxes. Income tax decreasedincreased $7.4$13.8 million to benefita provision of $3.9$7.3 million,million for the sixthree months ended MarchJune 31,30, 2026, from a provisionbenefit of $3.5$6.5 million for the sixthree months ended MarchJune 31,30, 2025. The effective income tax rate for the sixthree months ended MarchJune 31,30, 2026 and 2025 was 26.7%31.7% and 14.1%,11.1%, respectively. The increaseprimary driver of the change in the effective income tax rate is due mainly to non-cash tax benefits related towas the changeCompany's inincreased taxprofitability. statusThe ofCompany certaingenerated foreignpre-tax entitiesincome recorded duringfor the sixthree months ended MarchJune 31,30, 2026, compared to a pre-tax loss for the three months ended June 30, 2025.

These cash needs historically have been financed with cash generated from operations and borrowings under the AmendedNew Credit Facility (described below). Our ability to utilize the AmendedNew Credit Facility to fund operations depends upon the collateral levels and compliance with the covenants of the AmendedNew Credit Facility. Any turmoil in the credit markets and weakness in the retail markets may interfere with our ability to remain in compliance with the covenants of the AmendedNew Credit Facility and therefore affect our ability to utilize the AmendedNew Credit Facility to fund operations. As of MarchJune 31,30, 2026, we were in compliance with all covenants under the AmendedNew Credit Facility. We currently depend upon dividends and other payments from our businesses and the AmendedNew Credit Facility to fund our current operations and meet our cash needs. As the majority owner of each of our businesses, we determine the amounts of such distributions subject to applicable law, and currently, no agreements exist that restrict this flow of funds from our businesses. We believe that we have access to additional funds, if needed, through the capital markets or private placements to obtain financing under the current market conditions.

For the sixnine months ended MarchJune 31,30, 2026,2026 and 2025, cash provided by operating activities was approximately $72.3$157.6 million.million and $11.4 million, respectively. For the sixnine months ended MarchJune 31 2025, cash used in operating activities was approximately $73.6 million. For the six months ended March 31,30, 2026, cash provided by operating activities was primarily related to our net lossincome adjusted for non-cash expenses and gains such as depreciation and amortization expense, deferred income tax benefit, and stock-based compensation expense, decreases in accounts receivable, decreases in inventory, decreases in prepaid expenses and other assets and increases in contract in contract liabilities (customer deposits), increases in accounts payable, and increases in accrued expenses and other liabilities. For the six months ended March 31, 2025, cash used in operating activities was primarily related to increases in inventory, increases in accounts receivable, decreases in accounts payable, decreases in contract liabilities (customer deposits), decreases in accrued expenses and other liabilities, partially offset by ourdecreases in accounts payable. For the nine months ended June 30, 2025, cash provided by operating activities was primarily related to net income adjusted for non-cash expenses and gains such as depreciation and amortization expense, changes in fair value of contingent consideration, deferredgoodwill income tax provision,impairment, and stock-based compensation expense.expense, partially offset by increases in inventory, increases in accounts receivable, decreases in accounts payable, decreases in contract liabilities (customer deposits) and decreases in accrued expenses and other liabilities.

For the sixnine months ended MarchJune 31,30, 2026 and 2025, cash used in investing activities was approximately $6.3$13.3 million and $25.7$42.1 million, respectively. For the sixnine months ended MarchJune 31,30, 2026, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, partially offset by proceeds from the sale of property and equipment and other assets, and proceeds from insurance settlements. For the sixnine months ended MarchJune 31,30, 2025, cash used in investing activities was primarily used to purchase property and equipment associated with improving existing retail facilities, acquisitions, and issuance of notes receivable, partially offset by proceeds from the sale of property and equipment and other assets, proceeds from the acquisition of a trade name, and proceeds from insurance settlements.

For the sixnine months ended MarchJune 31,30, 2026,2026 and 2025, cash used in financing activities was approximately $46.9$139.2 million.million and $43.1 million, respectively. For the sixnine months ended MarchJune 31, 2025, cash provided by financing activities was approximately $79.4 million. For the six months ended March 31,30, 2026, cash used in financing activities was primarily attributable to net decreases in short-term borrowings, which solely consisted of the Floor Plan, payments on long-term debt, payments of debt issuance, debt extinguishments and other financing costs and payments on tax withholdings for equity awards, partially offset by net proceeds from issuance of common stock under incentive compensation and employee purchase plans. For the sixnine months ended MarchJune 31,30, 2025, cash providedused byin financing activities was primarily attributable to net increases in short-term borrowings, which solely consisted of the Floor Plan (as defined below), and net proceeds from issuance of common stock under incentive compensation and employee purchase plans, partially offset by payments on long-term debt, payments on tax withholdings for equity awards, contingent consideration payments from acquisitions, and purchases of treasury stock.stock, partially offset by net increases in short-term borrowings, which solely consisted of the Floor Plan, proceeds from long-term debt, and net proceeds from issuance of common stock under incentive compensation and employee purchase plans.

We are party to the AmendedNew Credit Facility with Manufacturers and Traders Trust Company as Administrative Agent, Swingline Lender, and Issuing Bank, Wells Fargo Commercial Distribution Finance, LLC, as Floor Plan Agent, and the lenders party thereto. The AmendedNew Credit Facility provides the Company a line of credit with asset based borrowing availability (the "Floor Plan") of up to $950 million and establishes a revolving credit facility in the maximum amount of $100$150 million (including a $20 million swingline facility and a $20 million letter of credit sublimit), a delayed draw term loan facility to finance the acquisition of IGY Marinas in the maximum amount of $400 million, and a $100 million delayed draw mortgage loan facility.. The maturity of each of the facilities is AugustJune 2027.2031.

The interest rate is (a) for amounts outstanding under the Floor Plan, 3.45%3.25% above the one month secured term rate as administered by the CME Group Benchmark Administration Limited (CBA) (“SOFR”), (b) for amounts outstanding under the revolving credit facility or the term loan facility, a range of 1.50% to 2.0%, depending on the total net leverage ratio, above the one month, three month, or six month term SOFR rate, and (c) for amounts outstanding under the mortgage loan facility, 2.20% above the one month, three month, or six month term SOFR rate. The alternate base rate with a margin is available for amounts outstanding under the revolving credit, term, and mortgage loan facilitiesfacilities, and the Euro Interbank Offered Rate plus a margin is available for borrowings in Euro orunder the revolving credit facility. Borrowings, if any, in other currencies otherapproved thanas dollarsalternative currencies under the revolving credit facility.facility bear interest at a separately designated benchmark rate plus a margin, as approved by the administrative agent and the lenders in connection with the approval of such currency.

Advances under the Floor Plan are initiated by the acquisition of eligible new and used inventory or are re-advanced against eligible new and used inventory that have been partially paid-off. Advances on new inventory will generally mature 1,080 days from the original invoice date. Advances on used inventory will mature 361 days from the date we acquire the used inventory. Each advance is subject to a curtailment schedule, which requires that we pay down the balance of each advance on a periodic basis starting six months after receiving such advance. The curtailment schedule varies based on the type and value of the inventory. The collateral for the AmendedNew Credit Facility is primarily the Company’s inventory that is financed through the AmendedNew Credit Facility and related accounts receivable. NoneCertain of our real estate has been pledged for collateral forunder the Amendedmortgage loan facility component of the New Credit Facility.

As of MarchJune 31,30, 2026, our indebtedness associated with our short-term borrowings, which solely consisted of the Floor Plan, and our long-term debt, totaled approximately $689.9$608.3 million and $338.7$335.2 million, respectively. As of MarchJune 31,30, 2026, short-term borrowings, which solely consisted of the Floor Plan, and long-term debt recorded on the Unaudited Condensed Consolidated Balance Sheets included unamortized debt issuance costs of approximately $0.6$2.2 million and $1.0$1.7 million, respectively. Refer to Note 10 of the Notes to the Consolidated Financial Statements for disclosure of borrowing availability, interest rates, and terms of our short-term borrowings (Floor Plan) and long-term debt.

Except as specified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Unaudited Condensed Consolidated Financial Statements in the “Financial Statements (Unaudited),”, we have no material commitments for capital for the next 12 months. Based on the information currently available to us (including the potential re-emergence of or increase in inflation, the effects of potentially higher interest rates, the effects of new, increased or reciprocal tariffs, the effects of the Iranian conflict and potential recession, all of which are uncertain), we believe that the cash generated from sales and our existing capital resources will be adequate to meet our liquidity and capital requirements for at least the next 12 months, and thereafter for the foreseeable future, except in the case of possible significant acquisitions.