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

NextBoat Inc. · NYSE · Ship & Boat Building & Repairing · CIK 2067767 · All filings on SEC.gov

Everything below is quoted or computed from NextBoat Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0Form 4 filings reporting open-market purchases (last 180 days)
3Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-13 (period ending 2026-06-30) with 10-Q filed 2026-05-14 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

3new paragraphs
1removed paragraphs
1reworded paragraphs
408 → 812words in section

New heading “Our convertible debt and related securities may result in significant dilution to existing stockholders and may impose restrictive covenants on our operations.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: fine, covenant, liquidity
“On August 5, 2026, the Company entered into a Loan Agreement with Greentree Financial Group, Inc. pursuant to which the Company issued a 10% Convertible Promissory Note in the principal amount of $510,000, together with a Common Stock Purchase Warrant to purchase up to 100,000 shares of common stock, and 20,000 commitment shares. The Greentree Note is convertible into shares of common stock at a conversion price of $1.785 per share, subject to a semi-annual downward reset to the closing bid price and adjustment for certain dilutive issuances. …”
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New text topics: impairment, goodwill, labor
“We have completed strategic acquisitions as part of our growth strategy, including the acquisition of Apex Marine Sales, LLC and its affiliates, which was completed on May 1, 2026 for approximately $6.1 million, and the acquisition of Bellhart Marine Group, LLC and its affiliated entities, which was completed on May 22, 2026 for approximately $0.9 million. These completed acquisitions present integration challenges, including difficulties in combining operations, technology systems, and personnel, retaining key employees, and may result in the assumption of unknown or contingent liabilities. …”
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New text topics: covenant
“Our convertible debt and related securities may result in significant dilution to existing stockholders and may impose restrictive covenants on our operations.”
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Removed text topics: impairment, goodwill
“We have completed, and are actively pursuing, strategic acquisitions as part of our growth strategy, including the pending acquisition of Bellhart Marine Group, LLC and the recently completed acquisition of Apex Marine Sales, LLC and its affiliates (see Note 18 – Subsequent Events). These transactions involve significant risks, including the inability to complete pending acquisitions on favorable terms or at all, the need to obtain additional financing on acceptable terms, and the potential diversion of management’s attention from our existing operations. …”
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Reworded

We may not successfully completeintegrate acquisitions or integraterealize acquisitions,their anticipated benefits, which could adversely affect our business, financial condition, and results of operations.

Added

We have completed strategic acquisitions as part of our growth strategy, including the acquisition of Apex Marine Sales, LLC and its affiliates, which was completed on May 1, 2026 for approximately $6.1 million, and the acquisition of Bellhart Marine Group, LLC and its affiliated entities, which was completed on May 22, 2026 for approximately $0.9 million. These completed acquisitions present integration challenges, including difficulties in combining operations, technology systems, and personnel, retaining key employees, and may result in the assumption of unknown or contingent liabilities. We may also be required to record goodwill and other intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges. In addition, we may not realize the anticipated benefits of such acquisitions, including expected synergies, cost savings, or revenue growth, and the costs of integrating acquired businesses may exceed our current estimates. On June 25, 2026, the Company entered into a Strategic Partnership and Revenue Sharing Agreement with MarineMax, Inc. (“MarineMax”), pursuant to which the Company and MarineMax will collaborate on certain sales, service, and operational initiatives. In connection with the Partnership Agreement, the Company expects to issue to MarineMax, on a date to be determined, a Common Stock Purchase Warrant to purchase up to 1,250,000 shares of common stock at exercise prices ranging from $3.25 to $7.00 per share, subject to performance-based vesting conditions tied to MarineMax’s Wholesale Volume. The warrant has not yet been issued, and the timing of its issuance has not been finalized. The partnership involves significant operational coordination and resource-sharing, the successful execution of which is subject to risks including, but not limited to, potential conflicts in strategic priorities, management distraction, reliance on the partner’s performance and reputation, and the possibility that the anticipated benefits may not be realized on the timeline or at the scale expected. The future issuance of the warrant and the potential exercise thereof would result in dilution to existing stockholders. Any of these factors could adversely affect our business, financial condition, and results of operations.

Removed

We have completed, and are actively pursuing, strategic acquisitions as part of our growth strategy, including the pending acquisition of Bellhart Marine Group, LLC and the recently completed acquisition of Apex Marine Sales, LLC and its affiliates (see Note 18 – Subsequent Events). These transactions involve significant risks, including the inability to complete pending acquisitions on favorable terms or at all, the need to obtain additional financing on acceptable terms, and the potential diversion of management’s attention from our existing operations. If completed, acquisitions may present integration challenges, including difficulties in combining operations, technology systems, and personnel, retaining key employees, and may result in the assumption of unknown or contingent liabilities. We may also be required to record goodwill and other intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges. In addition, we may not realize the anticipated benefits of such acquisitions, including expected synergies, cost savings, or revenue growth, and the costs of integrating acquired businesses may exceed our current estimates. Any of these factors could adversely affect our business, financial condition, and results of operations.

Added

Our convertible debt and related securities may result in significant dilution to existing stockholders and may impose restrictive covenants on our operations.

Added

On August 5, 2026, the Company entered into a Loan Agreement with Greentree Financial Group, Inc. pursuant to which the Company issued a 10% Convertible Promissory Note in the principal amount of $510,000, together with a Common Stock Purchase Warrant to purchase up to 100,000 shares of common stock, and 20,000 commitment shares. The Greentree Note is convertible into shares of common stock at a conversion price of $1.785 per share, subject to a semi-annual downward reset to the closing bid price and adjustment for certain dilutive issuances. The Greentree Warrant exercise price is also subject to “down round” anti-dilution protection. These features could result in significant dilution to existing stockholders, particularly if the market price of our common stock declines. In addition, the Greentree Loan Agreement contains a covenant restricting the Company from issuing any securities with a variable conversion or exercise rate for a period of 12 months, which may limit the Company’s ability to raise capital through certain financing structures. In the event of a Qualified Financing (as defined in the Greentree Loan Agreement), the Company may be required to apply proceeds from such financing to repay the Greentree Note. These restrictions and obligations could adversely affect the Company’s financial flexibility, liquidity, and results of operations.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

50new paragraphs
5removed paragraphs
28reworded paragraphs
3,451 → 5,165words in section

New heading “Service, Parts & Other Sales”

New heading “Advertising and Marketing”

New heading “Professional Services”

New heading “Interest Expense, Net”

New heading “Net (Loss) Income”

New heading “Comparison of the Six Months Ended June 30, 2026 and 2025”

New heading “Pre-owned Boat Sales”

New heading “Finance Income – Azure”

New heading “Service, Parts & Other Sales”

New heading “Gross Profit by Category”

New heading “Selling, General and Administrative Expenses”

New heading “Salaries and Wages”

New heading “Advertising and Marketing”

New heading “Professional Services”

New heading “Interest Expense, Net”

New heading “Net (Loss) Income”

New heading “The Six Months Ended June 30, 2026, Compared to The Six Months Ended June 30, 2025”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text
“The Six Months Ended June 30, 2026, Compared to The Six Months Ended June 30, 2025”
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New text
“Comparison of the Six Months Ended June 30, 2026 and 2025”
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New text
“Selling, General and Administrative Expenses”
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New text
“Service, Parts & Other Sales”
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New text
“Service, Parts & Other Sales”
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New text
“Advertising and Marketing”
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Full comparison: every changed paragraph (83)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

We are a premier yacht and boat dealership specializing in the buying, selling, and wholesaling of yachts and boats. As one of the largest boat buyers and sellers in the industry, OTHNextBoat Inc. has become a nationally recognized leader in the marine industry, offering a comprehensive suite of services that spans the entire boat value chain from purchasing, financing, servicing, to selling, disposing, asset recovery, and repossession of boats. The Company has eight physical locations strategically located across the United States and with brokers operating nationwide, that the Company believes that it provides unparalleled reach and accessibility to clients around the country, and believes that it is the largest used boat buyer and seller in the United States.

Reworded

In addition to our corporate website, we own webuyboats.comand operate whichwww.webuyboats.com, provides lead generation services. Oura proprietary lead-generation platform, www.webuyboats.com,platform servesthat assources pre-owned boat inventory from sellers on a national pipeline for high-quality pre-owned boat inventory.basis. The site attracts private sellers and dealers looking to quickly liquidate trade-in boats and pre-owned vessels. These leads directly fuel the Company’s wholesale and brokerage operations, supporting our high volume, showroom-free model.

Reworded

DuringOn May the first quarter of1, 2026, the Company enteredcompleted the acquisition of 100% of the equity interests of Apex Marine, LLC, Apex Marine Sales, LLC, and intoApex anMarine agreementStuart, LLC (collectively, “Apex Marine”). The acquisition was undertaken to acquireobtain the assembled workforce of Apex Marine’s seasoned “new boat” brokerage team, as well as to realize expected synergies from combining operations, including expanded South Florida sales and service infrastructure and access to a broader international buyer network. On May 22, 2026, the Company completed the acquisition of 100% of the equity interests of Bellhart Marine Group and its affiliated entities in order to expand the Company’s in-house marine service, refit, and maintenance capabilities. Management believes the acquisition wouldwill further support the Company’s vertically integrated operating model and enhance inventory reconditioning and service capacity. The transaction remains subject to customary closing conditions.

Reworded

OffNextBoat The Hook YS Inc. (“OTHNXB”) is a Nevada holding company formed on January 3, 2025 with no independent operations. The Company conducts its business through its subsidiaries, which are engaged in the retail sale, brokerage, and servicing of new and pre-owned boats, yachts, yachts, and trailers, and in arranging related financing and insurance products.

Removed

There have been no material changes to the Company’s corporate structure during the three months ended March 31, 2026.

Reworded

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Reworded

Overall, revenue increased by $2.6$27.7 million, or 9.6%,88.4%, to $29.8$59.1 million for the three months ended June 30, 2026, from $31.3 million for the three months ended MarchJune 31, 2026, from $27.2 million for the three months ended March 31,30, 2025. The revenueincrease growthwas isprimarily mainlyattributable to driventhe bycontribution aof higherthe Apex Marine and Bellhart businesses acquired during the quarter, an increase in our floor plan limit,limit whichthat enabledsupported higher us to sustain greaterinventory utilization throughout the period.period, Additionally,and the brokerscontinued weexpansion recentlyof hiredour forbroker network at OTHYS and our new premier brokerage division, Autograph Yacht Group, Group. These factors contributed to our revenue growth. These two moves allowed us toan increase in the number of pre-owned boats sold and brokerage deals closed.

Reworded

New boat sales decreasedincreased by $4.2$7.1 million, or 76.4%,189.3%, to $1.3$10.9 million for the three months ended June 30, 2026, from $3.8 million for the three months ended MarchJune 31, 2026, from $5.5 million for the three months ended March 31,30, 2025. ForThe theincrease threewas months ended March 31, 2026, we sold 3 new units compared to approximately 7 units for the three months ended March 31, 2025, a decrease partiallyprimarily attributable to decreased marketing efforts and a slowdown in the new boat market.brands added through the Apex Marine and Bellhart acquisitions, including Pursuit, Solace, Fountain, NauticStar and Sportsman, together with higher new boat volume at our legacy operations.

Added

Pre-owned boat sales increased by $18.5 million, or 69.5%, to $45.0 million for the three months ended June 30, 2026, from $26.6 million for the three months ended June 30, 2025, with both periods presented inclusive of pre-owned inventory and brokerage transactions. The increase primarily reflects higher pre-owned boat transaction volume and the contribution of the Apex Marine operations acquired during the quarter. Brokerage commission income, which is not included in pre-owned boat sales, benefited from the contribution of our premier brokerage division, Autograph Yacht Group.

Removed

Pre-owned boat sales increased by $6.7 million, or 31.8%, to $27.8 million for the three months ended March 31, 2026, from $21.1 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, we sold approximately 124 pre-owned units compared to approximately 80 pre-owned units for the three months ended March 31, 2025. Average price per pre-owned boat sale transaction was approximately $224,000 (124 units) for the three months ended March 31, 2026 and $263,000 (80 units) for the three months ended March 31, 2025. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage and consignment), which causes periodic and seasonal fluctuations in the average sales price.

Reworded

Revenue from arranging financing products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies decreasedincreased by approximately $0.3 million, or approximately 50.0%,48.8%, to $0.3$1.0 million for the three months ended MarchJune 31,30, 2026, from $0.6 million for the three months ended MarchJune 31, 30, 2025. ThisThe decreaseincrease canreflects bea attributedhigher volume of units delivered during the quarter and a greater proportion of finance-dependent buyers to fluctuations in ourthe customer mix, with more high-end buyers using cash to purchase, compared to entry-level and lower ticket customers who typically are more finance dependent.mix.

Added

Revenue from service, parts and other sales increased by $1.8 million, or 465.6%, to $2.2 million for the three months ended June 30, 2026, from $0.4 million for the three months ended June 30, 2025. The increase in service, parts and other sales was attributable primarily to the marine service, refit and mechanical services operations acquired with Bellhart, the service center acquired with Apex Marine, expanded marine asset recovery services and increased trailer sales.

Removed

Revenue from service, parts & other sales increased by $0.4 million, or 679.9%, to $0.4 million for the three months ended March 31, 2026, from less than $0.1 million for the three months ended March 31, 2025. The increase is mainly attributed to expanded focus on marine asset recovery services, increased Finance & Insurance (“F&I”) sales, and increased trailer sales, as well as an increase in processing fees from deals associated directly with the increase in overall units sold.

Reworded

Gross profit increased by $0.5$4.8 million, or 18.5%, 100.1%, to $3.2$9.5 million for the three months ended MarchJune 31,30, 2026, compared to $2.7$4.8 million for the three months ended MarchJune 31,30, 2025. Our grossGross profit as a percentage of salesrevenue increasedwas modestly.16.1% for the three months ended June 30, 2026 compared to 15.2% for the three months ended June 30, 2025. The increase was driven primarily drivenby by higherthe grosshigher-margin profitservice, from pre-owned boat salesbrokerage and anfinance increaserevenue inadded brokeragethrough transactions,the whichApex generally carry higher margin profiles due to lower direct costs. These increases were partially offset by a decline in gross profit from new boat sales, reflecting margin compressionMarine and pricingBellhart pressures in that segment.acquisitions.

Reworded

New boat grossGross profit decreasedfrom new boat sales increased by $0.2$0.9 millionmillion, or 94.3%, 291.4%, to $0.01$1.2 million for the three months ended MarchJune 31,30, 2026, comparedfrom to $0.3$0.4 million for the three months ended March 31, 2025. Overall gross margins on new boat sales declined due to increased price sensitivity among consumers and broader industry-wide margin compression. New boat gross profit as a percentage of new boat revenue was 1.1% for the three months ended March 31, 2026, compared to 4.5% for the three months ended MarchJune 31,30, 2025. TheGross declineprofit in marginas a percentage reflectsof both new boat sales was 10.7% for the shiftthree inmonths marketended conditionsJune 30, 2026 compared to 7.9% for the three months ended June 30, 2025, reflecting the higher-margin new boat brands added through the Apex Marine and ourBellhart strategic decision to accelerate inventory turnover in response to slowing demand.acquisitions.

Added

Gross profit from pre-owned boat sales was approximately $6.7 million for the three months ended June 30, 2026, representing a margin of approximately 15.0%, compared to pre-owned gross profit of $3.7 million (a 13.9% margin) for the three months ended June 30, 2025.

Removed

Pre-owned boat gross profit increased by $0.6 million, or 30.0%, to $2.6 million for the three months ended March 31, 2026, compared to $2.0 million for the three months ended March 31, 2025. This modest increase occurred despite market seasonality, which resulted in downward pressure on pricing and the need to move certain inventory at reduced margins to maintain turnover and liquidity.

Removed

Pre-owned boat gross profit as a percentage of pre-owned boat revenue was 9.4% for the three months ended March 31, 2026 and 9.6% for the three months ended March 31, 2025. We sell a diverse mix of pre-owned boats across various price points, brands, and sales channels, including trade-ins, consignment, wholesale, and brokerage, which naturally contributes to fluctuations in gross profit margins due to varying transaction structures and sales dynamics.

Reworded

Finance grossGross profit decreasedfrom finance income increased by $0.1$0.2 million, or 55.8%, to $0.2$0.6 million for the three months ended MarchJune 31,30, 2026, from $0.3$0.4 million for the three months ended MarchJune 31,30, 2025.2025, Financerepresenting incomea ismargin of fee-based63.4% revenuecompared to 60.5% for whichthe weprior-year do not recognize incremental expenses.period.

Added

Service, Parts & Other Sales

Added

Gross profit from service, parts and other sales, was approximately $1.0 million for the three months ended June 30, 2026, representing a margin of approximately 46.5%, compared to $0.4 million for the three months ended June 30, 2025,

Reworded

Selling, general, and administrative expenses consist primarily of lease expense, insurance, utilities, and other customary operating expenses. SG&A increased $0.9$1.0 million, or 225.0%,259.7%, to $1.3$1.4 million for the three months ended MarchJune 31,30, 2026, compared to $0.4 million for the three months ended MarchJune 31,30, 2025. The increase was primarily attributable attributable to the operating cost base of additionalthe leasesApex executedMarine inand 2025,Bellhart businesses acquired during the quarter, higher indirect marketing expenses associated with our attendance at twoexpenses, boat shows during the quarter, and higher insurance costs related to increased inventory levels under floorplan financing arrangements, each in line with the Company’s planned business expansion for 2026.

Reworded

Salaries and wages expense increased $2.2$3.6 millionmillion, or 244.4%,127.8%, to $3.1$6.5 million million for the three months ended MarchJune 31,30, 2026, compared to $0.9$2.8 million for the three months ended MarchJune 31,30, 2025. Leading into and following following our initial public offering, salaries and wages increased as we aligned our compensation with public-company market benchmarks, benchmarks and enhanced retention packages to ensure we can attract, motivate, and retain the talent required to deliver long-term shareholder value.value, and as we added the employee base of the businesses acquired during the quarter. Further, the Company issuedrecognized stock-basedshare-based compensation of to employees after the initial public offering which was $1.8$1.7 million for the three months ended MarchJune 31,30, 2026. These equity awards have several vesting conditions including service based service-based and performance-based requirements and vest between one and five years.

Added

Advertising and Marketing

Added

Advertising and marketing expenses increased $0.3 million, or 633.9%, to $0.3 million for the three months ended June 30, 2026, compared to less than $0.1 million for the three months ended June 30, 2025, reflecting increased digital lead-generation spend and the marketing cost base of the acquired businesses.

Added

Professional Services

Added

Professional services expense increased $1.4 million, to $1.4 million for the three months ended June 30, 2026, compared to less than $0.1 million for the three months ended June 30, 2025. The increase relates principally to legal, accounting, valuation and advisory fees incurred in connection with the acquisitions completed during the quarter and to the additional audit, legal and compliance costs of operating as a public company.

Added

Rent Expenses

Added

Rent expense increased $0.5 million, or 214.7%, to $0.7 million for the three months ended June 30, 2026, compared to $0.2 million for the three months ended June 30, 2025, reflecting leases assumed in connection with the acquisitions and additional facilities added since the second quarter of 2025.

Added

Interest Expense, Net

Added

Interest expense, net increased $0.6 million, or 109.6%, to $1.2 million for the three months ended June 30, 2026, compared to $0.6 million for the three months ended June 30, 2025, driven primarily by higher average floor plan borrowings outstanding during the quarter and by acquisition-related debt assumed and issued in connection with the Apex Marine and Bellhart transactions.

Added

Net (Loss) Income

Added

As a result of the foregoing, the Company recorded a net loss of $2.1 million for the three months ended June 30, 2026, compared to net income of $0.6 million for the three months ended June 30, 2025.

Added

Comparison of the Six Months Ended June 30, 2026 and 2025

Added

Revenue

Added

Overall, revenue increased by $30.3 million, or 51.8%, to $88.9 million for the six months ended June 30, 2026, from $58.6 million for the six months ended June 30, 2025. The increase was driven primarily by the contribution of the Apex Marine and Bellhart businesses acquired in May 2026, a higher floor plan limit that allowed us to sustain greater inventory utilization throughout the period, and the continued build-out of our broker network at OTHYS and our premier brokerage division, Autograph Yacht Group.

Added

New Boat Sales

Added

New boat sales increased by $2.9 million, or 31.1%, to $12.2 million for the six months ended June 30, 2026, from $9.3 million for the six months ended June 30, 2025. The increase was driven primarily by the new boat brands added through the Apex Marine and Bellhart acquisition, including Pursuit, Solace, Fountain, Sportsman and NauticStar.

Added

Pre-owned Boat Sales

Added

Pre-owned boat sales were $72.8 million for the six months ended June 30, 2026, compared to pre-owned boat sales of $47.6 million for the six months ended June 30, 2025, which were presented inclusive of pre-owend inventory and brokerage transactions, an increase of $25.2 million, or 52.9%. The increase reflects higher wholesale transaction volume.

Added

Finance Income – Azure

Added

Revenue from arranging financing products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies increased less than $0.1 million, or 3.2%, to $1.3 million for the six months ended June 30, 2026, from $1.2 million for the six months ended June 30, 2025.

Added

Service, Parts & Other Sales

Added

Revenue from service, parts and other sales increased by $2.2 million, or 492.5%, to $2.6 million for the six months ended June 30, 2026, from $0.4 million for the six months ended June 30, 2025. This increase was attributable primarily to the marine service, refit and mechanical services operations acquired with Bellhart, the service center acquired with Apex Marine, expanded marine asset recovery services and increased trailer sales.

Added

Gross Profit

Added

Gross profit increased by $5.6 million, or 67.6%, to $13.9 million for the six months ended June 30, 2026, compared to $8.3 million for the six months ended June 30, 2025. Gross profit as a percentage of revenue was 15.6% for the six months ended June 30, 2026 compared to 14.2% for the six months ended June 30, 2025. The increase was driven primarily by the higher-margin service, brokerage and finance revenue added through the Apex Marine and Bellhart acquisitions and by a greater number of brokerage transactions, which generally carry higher margin profiles due to lower direct costs.

Added

Gross Profit by Category

Added

Gross profit from new boat sales increased by $0.6 million, or 114.4%, to $1.2 million for the six months ended June 30, 2026, from $0.5 million for the six months ended June 30, 2025, representing a margin of 9.7% compared to 5.9% for the prior-year period.

Added

Gross profit from pre-owned boat sales was approximately $10.6 million for the six months ended June 30, 2026, representing a margin of approximately 14.5%, compared to pre-owned gross profit of $6.6 million (a 13.8% margin) for the six months ended June 30, 2025, which included brokerage transactions under the prior-year presentation.

Added

Gross profit from finance income increased less than $0.1 million, or 9.2%, to $0.8 million for the six months ended June 30, 2026, from $0.7 million for the six months ended June 30, 2025, representing a margin of 62.2% compared to 58.8% for the prior-year period.

Added

Gross profit from service, parts and other sales, was approximately $1.4 million for the six months ended June 30, 2026, representing a margin of approximately 51.5%, compared to $0.4 million for the six months ended June 30, 2025, for which no cost of revenues was allocated to the category and brokerage transactions were included within pre-owned boat sales.

Added

Selling, General and Administrative Expenses

Added

Selling, general, and administrative expenses consist primarily of lease expense, insurance, utilities, and other customary operating expenses. SG&A increased $1.9 million, or 231.7%, to $2.7 million for the six months ended June 30, 2026, compared to $0.8 million for the six months ended June 30, 2025. The increase was primarily attributable to the operating cost base of the Apex Marine and Bellhart businesses acquired in May 2026, higher indirect marketing expenses associated with our attendance at boat shows during the period, and higher insurance costs related to increased inventory levels under floorplan financing arrangements.

Added

Salaries and Wages

Added

Salaries and wages expense increased $6.2 million, or 137.3%, to $10.8 million for the six months ended June 30, 2026, compared to $4.5 million for the six months ended June 30, 2025. Leading into and following our initial public offering, salaries and wages increased as we aligned our compensation with public-company market benchmarks and enhanced retention packages to ensure we can attract, motivate, and retain the talent required to deliver long-term shareholder value, and as we added the employee base of the businesses acquired in May 2026. Further, the Company recognized share-based compensation of $3.5 million for the six months ended June 30, 2026. These equity awards have several vesting conditions including service-based and performance-based requirements and vest between one and five years.

Added

Advertising and Marketing

Added

Advertising and marketing expense increased $0.6 million, or 149.6%, to $0.9 million for the six months ended June 30, 2026, compared to $0.4 million for the six months ended June 30, 2025, reflecting increased attendance at boat shows during the first quarter, increased digital lead-generation spend and the marketing cost base of the acquired businesses.

Added

Professional Services

Added

Professional services expense increased $1.9 million, to $2.0 million for the six months ended June 30, 2026, compared to $0.1 million for the six months ended June 30, 2025. The increase relates principally to legal, accounting, valuation and advisory fees incurred in connection with the acquisitions completed during the period and to the additional audit, legal and compliance costs of operating as a public company.

Added

Rent Expenses

Showing the first 60 of 83 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

NXB insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 3 filings (2 insiders, 1 trade date, 720,000 shares, about $1.5M). Net open-market shares: -720,000 (purchases minus sales); net value about -$1.5M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-06-16Ruegg Jason Daniel
Director, President and Chairman, 10% owner
Other 54,000$2.05 $110.7K10,721,000 SEC
2026-06-16Ruegg Jason Daniel
Director, President and Chairman, 10% owner
Gift 12,500$2.05 $25.6K2,641,250 SEC
2026-06-16Ruegg Jason Daniel
Director, President and Chairman, 10% owner
Gift 12,500$2.05 $25.6K2,628,750 SEC
2026-06-16Ruegg Jason Daniel
Director, President and Chairman, 10% owner
Gift 100,000$2.05 $205.0K2,528,750 SEC
2026-05-26Corbin Chad Gregory
Chief Financial Officer
Shares withheld for tax 16,233$2.44 $39.6K33,767 SEC
2026-05-26Corbin Chad Gregory
Chief Financial Officer
Option exercise 50,000$2.44 $122.0K50,000 SEC
2026-05-15John Brian
Director, CEO and Director
Open-market sale 120,000$2.41 $289.2K1,133,350 SEC
2026-05-15Ruegg Jason Daniel
Director, President and Chairman, 10% owner
Open-market sale 175,000$2.00 $350.0K11,075,000 SEC
2026-05-15Ruegg Jason Daniel
Director, President and Chairman, 10% owner
Open-market sale 300,000$2.00 $600.0K10,775,000 SEC
2026-05-15Ruegg Jason Daniel
Director, President and Chairman, 10% owner
Open-market sale 5,000$2.64 $13.2K2,648,750 SEC
2026-05-15John Brian
Director, CEO and Director
Open-market sale 120,000$2.41 $289.2K1,133,350 SEC

Well-known investors holding NXB (13F)

None of the 59 investors we track reported a position in their latest 13F.

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