onew-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

FORM 10-Q

________________________________________________________


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

For the quarterly period ended December 31, 2025


o			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: 001-39213

OneWater Marine Inc.

(Exact name of registrant as specified in its charter)


Delaware			83-4330138
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

6275 Lanier Islands Parkway Buford, Georgia			30518
(Address of principal executive offices)			(Zip code)

(Registrant’s telephone number, including area code): (678) 541-6300

________________________________________________________

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A common stock, par value $0.01 per share

ONEW

The Nasdaq Global 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.x Yes o 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). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The registrant had 16,613,444 shares of Class A common stock, par value $0.01 per share, and no shares of Class B common stock, par value $0.01 per share, outstanding as of January 23, 2026.

ONEWATER MARINE INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 2025

TABLE OF CONTENTS


		Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
PART I – FINANCIAL INFORMATION		5
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025	6
	Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2025 and December 31, 2024	7
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended December 31, 2025 and December 31, 2024	8
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended December 31, 2025 and December 31, 2024	9
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2025 and December 31, 2024	10
	Notes to the Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	41
Item 4.	Controls and Procedures	42
PART II – OTHER INFORMATION		43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44

Table of Content

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-Q includes “forward-looking statements.” All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 15, 2025, and under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

Forward-looking statements may include statements about:

•general economic conditions, including changes in employment levels, rates of inflation, consumer demand and preferences, consumer confidence levels, fuel prices, levels of discretionary income, and consumer spending patterns, and tariff, duty rates or other uncertainties with respect to trade policies;

•economic conditions in certain geographic regions in which we primarily generate our revenue;

•credit markets and the availability and cost of borrowed funds;

•our business strategy, including acquisitions and Dealership same-store growth;

•our ability to integrate acquisitions or conduct dispositions;

•competition;

•our ability to maintain our relationships with manufacturers, including meeting the requirements of our dealer agreements and receiving the benefits of certain manufacturer incentives;

•changes in industry seasonality and changes in demand for our products and our ability to maintain acceptable pricing for our products and services, including financing, insurance and extended service contracts;

•effects of an inflationary environment on the cost of the products we sell and personnel and other expenses that are incurred within our operations;

•our ability to finance working capital and capital expenditures;

•our operating cash flows, the availability of capital and our liquidity;

•our future revenue, Dealership same-store sales, income, financial condition, and operating performance;

•our ability to sustain and improve our utilization, revenue and margins;

•seasonality and inclement weather such as hurricanes, tornadoes, other severe storms, fire and floods, generally and in certain geographic regions in which we primarily generate our revenue;

•any potential tax savings we may realize as a result of our organizational structure; prior to the Final Redemption (as defined below);

•our future operating results and profitability; and

•plans, objectives, expectations and intentions contained in this Form 10-Q that are not historical.

Table of Content

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Should one or more of the risks or uncertainties occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These risks include, but are not limited to:

•decline in demand for our products and services;

•the seasonality and volatility of the boat industry;

•general domestic and international political and regulatory conditions, including changes in tax, foreign, or fiscal policy;

•general economic conditions, including uncertainties regarding trade policies, such as the imposition of tariffs;

•environmental conditions and real or perceived environmental, human health and safety risks;

•our acquisition strategies and our ability to integrate additional marine retailers;

•effects of industry-wide supply chain challenges and our ability to manage our inventory;

•any global public health concerns, including, for example, our ability to safely operate our locations, access to inventory, and customer demand;

•our ability to retain key personnel and the effects of labor shortages;

•the inability to comply with the financial and other covenants and metrics in our credit facilities;

•cash flow and access to capital;

•the timing of development expenditures; and

• the other risks described under “Risk Factors” and discussed elsewhere in our Annual Report on Form 10-K for the year ended September 30, 2025 and discussed elsewhere in this Quarterly Report on Form 10-Q.

All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

Table of Content

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

Table of Content

ONEWATER MARINE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share data)

(Unaudited)


ASSETS	December 31, 2025		September 30, 2025
CURRENT ASSETS:
Cash	$	32,234	$	52,166
Restricted cash	10,201		12,654
Accounts receivable, net	39,600		60,885
Inventories	601,509		539,793
Prepaid expenses and other current assets	45,949		53,715
Assets held for sale	52,808		—
Total current assets	782,301		719,213
Property and equipment, net	59,069		91,576
Operating lease right-of-use assets	123,149		128,988
Financing lease right-of-use assets	1,053		—
Other long-term assets	2,646		2,309
Deferred tax assets, net	86,142		72,587
Intangible assets, net	128,721		130,198
Goodwill	258,954		258,954
Total assets	$	1,442,035	$	1,403,825
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	42,752	$	43,758
Other payables and accrued expenses	32,820		41,429
Customer deposits	25,973		29,280
Notes payable – floor plan	491,202		419,682
Current portion of operating lease liabilities	16,491		16,615
Current portion of financing lease liabilities	90		—
Current portion of long-term debt, net	73,575		77,895
Current portion of tax receivable agreement liability	2,637		2,637
Liabilities held for sale	4,508		—
Total current liabilities	690,048		631,296
Other long-term liabilities	2,104		2,544
Tax receivable agreement liability	34,858		34,858
Long-term operating lease liabilities	110,858		115,977
Long-term financing lease liabilities	898		—
Long-term debt, net	325,776		334,197
Total liabilities	1,164,542		1,118,872
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of December 31, 2025 and September 30, 2025	—		—
Class A common stock, $0.01 par value, 40,000,000 shares authorized, 16,565,981 and 16,373,991 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively	166		164
Class B common stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2025 and September 30, 2025	—		—
Additional paid-in capital	241,067		240,478
Retained earnings	37,243		44,954
Accumulated other comprehensive loss	(983)		(643)
Total stockholders’ equity	277,493		284,953
Total liabilities and stockholders’ equity	$	1,442,035	$	1,403,825

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ONEWATER MARINE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(Unaudited)


	Three Months Ended December 31,
	2025		2024
Revenues:
New boat	$	233,265	$	247,997
Pre-owned boat	70,415		56,798
Finance & insurance income	8,892		9,400
Service, parts & other	67,989		61,619
Total revenues	380,561		375,814

Cost of sales:
New boat	194,957		211,121
Pre-owned boat	55,813		45,582
Service, parts & other	40,398		35,057
Total cost of sales	291,168		291,760

Selling, general and administrative expenses	81,350		79,060
Depreciation and amortization	4,410		5,315
Transaction costs	1,172		559
Change in fair value of contingent consideration	203		242
Restructuring and impairment	7,432		851
Loss from operations	(5,174)		(1,973)

Other expense (income):
Interest expense – floor plan	7,156		7,026
Interest expense – other	8,636		8,988
Other expense (income), net	125		887
Total other expense, net	15,917		16,901
Net loss before income tax benefit	(21,091)		(18,874)
Income tax benefit	(13,380)		(5,262)
Net loss	(7,711)		(13,612)
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC	—		1,641
Net loss attributable to OneWater Marine Inc.	$	(7,711)	$	(11,971)

Net loss per share of Class A common stock – basic	$	(0.47)	$	(0.81)
Net loss per share of Class A common stock – diluted	$	(0.47)	$	(0.81)

Basic weighted-average shares of Class A common stock outstanding	16,534		14,831
Diluted weighted-average shares of Class A common stock outstanding	16,534		14,831

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ONEWATER MARINE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(Unaudited)


	For the Three Months Ended December 31,
	2025		2024
Net loss	$	(7,711)	$	(13,612)
Other comprehensive income (loss):
Foreign currency translation adjustment	—		20
Change in fair value of interest rate swaps, net of reclassification adjustment	(452)		7,289
Income tax benefit (expense) associated with other comprehensive income items	112		(1,179)
Comprehensive loss	(8,051)		(7,482)
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC	—		1,641
Foreign currency translation adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC	—		(2)
Change in fair value of interest rate swaps, net of reclassification adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC	—		(640)
Income tax expense associated with other comprehensive income items attributable to non-controlling interest of One Water Marine Holdings, LLC	—		103
Comprehensive loss attributable to OneWater Marine Inc.	$	(8,051)	$	(6,380)

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ONEWATER MARINE INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Non-controlling Interest		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance at September 30, 2025	16,374	$	164	—	$	—	$	240,478	$	44,954	$	—	$	(643)	$	284,953
Net loss	—	—		—	—		—		(7,711)		—		—		(7,711)
Shares issued upon vesting of equity-based awards, net of tax withholding	192	2		—	—		(1,547)		—		—		—		(1,545)
Equity-based compensation	—	—		—	—		2,136		—		—		—		2,136
Currency translation adjustment	—	—		—	—		—		—		—		—		—
Change in fair value of interest rate swaps, net of reclassification adjustment and $0.1 million tax benefit	—	—		—	—		—		—		—		(340)		(340)
Balance at December 31, 2025	16,566	$	166	—	$	—	$	241,067	$	37,243	$	—	$	(983)	$	277,493


	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Non-controlling Interest		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance at September 30, 2024	14,687	$	147	1,430	$	14	$	202,921	$	159,625	$	29,943	$	(1,897)	$	390,753
Net loss	—	—		—	—		—		(11,971)		(1,641)		—		(13,612)
Shares issued upon vesting of equity-based awards, net of tax withholding	160	1		—	—		(1,824)		—		—		—		(1,823)
Equity-based compensation	—	—		—	—		2,170		—		—		—		2,170
Currency translation adjustment	—	—		—

SEC Form 10-Q filed by OneWater Marine Inc.